Attachment_C_-_General_Contract_Provisions_(07072017).pdf

GENERAL CONTRACT PROVISIONS

1. Definitions

2. Inspection

3. Assignment of claims

4. Federal, state, and local taxes

5. Board-furnished property

6. Funding and Payment

7. Extras

8. Nondisclosure

9. Inspection of Books and Records 9A. Board’s Office of the Inspector General

10. Notice and assistance regarding patent and copyright infringement

11. Covenant against contingent fees and conflict of interest

12. Gratuities

13. Anti-kickback procedures

14. Interpretation of contract requirements

15. Changes

16. Pricing of adjustments

17. Board delay of work

18. Excusable delays

19. Stop work order

20. Termination for convenience of Board

21. Default

22. Disputes

23. Protests

24. Competition in subcontracting

25. Subcontracting Plan

26. Identification of Subcontractors

27. Fair Inclusion of Minorities and Women

28. Equal opportunity

29. Employment of persons with disabilities

30. Affirmative action for special disabled and Vietnam era veterans

31. Walsh-Healey Public Contracts Act

32. Service Contract Act of 1965

33. Buy American Act

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34. Contract Work Hours and Safety Standards Act – Overtime compensation

35. Privacy Act

36. Paperwork Reduction Act

37. Combating Trafficking in Persons

38. Non-Publicity

39. Accessibility of Electronic and Information Technology

40. Information Security

41. Contractor Personnel

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GENERAL CONTRACT PROVISIONS

M.1 DEFINITIONS

As used throughout this contract, the following terms shall have the meaning as set forth below:

Board identifies the Board of Governors of the Federal Reserve System.

Contract means all types of agreements and orders, including purchase orders for the procurement of supplies, services, printing, and/or equipment. It includes amendments and supplemental agreements with respect to any of the foregoing.

Contractor means an individual, partnership, corporation, or other entity responsible for the execution of a contract to provide goods and/or services at a certain price or rate.

Contracting Officer means the person executing this Contract on behalf of the Board or his/her successor or successors.

M.2 INSPECTION

a. All work under this Contract shall be subject to inspection and test by the Board to the extent practicable, at all times (including the period of performance) and places, and in any event prior to acceptance. The Board, through any authorized representative, may inspect the premises of the Contractor or any subcontractor engaged in the performance of this Contract.

b. The Board may reject any work that is defective or otherwise not in conformity with the requirements of this Contract. If the Contractor fails or is unable to correct or to replace such work within the delivery schedule or such later time as the Contracting Officer may authorize, the Contracting Officer may accept such work at a reduction in price which is equitable under the circumstances.

c. If any inspection or test is made by the Board on the premises of the Contractor or a subcontractor, the Contractor shall provide, without additional charge, all reasonable facilities and assistance for the safety and convenience of the Board inspectors in the performance of their duties. If the Board inspection or test is made at a point other than the premises of the Contractor or subcontractor, it shall be at the expense of the Board.

All inspections and tests by the Board shall be performed in such a manner so as not unduly to delay the work. Final inspection and acceptance or rejection of the work shall be made as promptly as practicable after delivery except as otherwise provided in this Contract, but failure to inspect and accept or reject the work shall neither relieve the Contractor from responsibility for such work as is not in accordance with the Contract requirements nor impose liability on the Board therefore.

d. The inspection and test by the Board of any work shall not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements

GCP (v. 07/07/2017) Page 4 of 39 which may be discovered prior to acceptance. Except as otherwise provided in this Contract, acceptance shall be conclusive except as regard to latent defects, fraud, or such gross mistakes as amount to fraud.

e. The Contractor shall provide and maintain an inspection system acceptable to the Board covering the work hereunder. Records of all inspection work by the Contractor shall be kept complete and available to the Board during the performance of this Contract and for such longer period as may be specified elsewhere in this Contract.

M.3 ASSIGNMENT OF CLAIMS

a. Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727, 41 U.S.C. Section 15), if this Contract provides for payments aggregating $1,000 or more, claims for monies due or to become due the Contractor from the Board under this Contract may be assigned to a bank, trust company, or other financial institution, including any federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this Contract not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing.

b. In no event shall copies of this Contract or of any plans, specifications, or other similar documents relating to work under this Contract, if marked "Top Secret," "Secret," or "Confidential" be furnished to any assignee of any claim arising under this Contract or to any other person not entitled to receive the same. Nevertheless, a copy of any part or all of this Contract so marked may be furnished, or any information may be disclosed, to such assignee upon the prior written authorization of the Contracting Officer.

M.4 FEDERAL, STATE, AND LOCAL TAXES

a. Except as may be otherwise provided in this Contract, the contract price includes all applicable federal, state, and local taxes and duties.

b. Nevertheless, with respect to any federal excise tax or duty on the transaction or property covered by this Contract, if a statute, court decision, written ruling, or regulation takes effect after the contract date, and

1. results in the Contractor being required to pay or bear the burden of any such federal excise tax or duty or increase in the rate thereof which would not otherwise have been payable on such transactions or property, the Contract price shall be increased by the amount of such tax, duty, or rate increase, provided that the Contractor, if requested by the Contracting Officer, warrants in writing that no amount for such newly imposed federal excise tax, duty, or rate increase was included in the contract price as a contingency reserve or otherwise; or

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2. results in the Contractor not being required to pay or bear the burden of, or in its obtaining a refund or drawback of, any such federal excise tax or duty which would otherwise have been payable on such transactions or property or which was the basis of an increase in the Contract price, the Contract price shall be decreased by the amount of the relief, refund, or drawback, or that amount shall be paid to the Board as directed by the Contracting Officer. The Contract price shall be similarly decreased if the Contractor, through its fault or negligence or its failure to follow instructions of the Contracting Officer, is required to pay or bear the burden of or does not obtain a refund or drawback of any such federal excise tax or duty.

c. No adjustment pursuant to paragraph (b) above shall be made under this Contract unless the aggregate amount thereof is or may reasonably be expected to be more than two hundred and fifty dollars ($250).

d. As used in paragraph (b) above, the term "contract date" means the date set for the bid opening or, if this is a negotiated Contract, the date of this Contract. As to additional supplies or services procured by modification to this Contract, the term "contract date" means the date of such modification.

e. Unless there does not exist any reasonable basis to sustain an exemption, the Board, upon request of the Contractor, without further liability, agrees, except as otherwise provided in this Contract to furnish evidence appropriate to establish exemption from any tax which the Contractor warrants in writing was excluded from the contract price. In addition, the Contracting Officer may furnish evidence to establish exemption from any tax that may, pursuant to this clause, give rise to either an increase or decrease in the contract price. Except as otherwise provided in this Contract, evidence appropriate to establish exemption from duties will be furnished only at the discretion of the Contracting Officer.

f. The Contractor shall promptly notify the Contracting Officer of matters which will result in either an increase or decrease in the Contract price, and shall take action with respect thereto as directed by the Contracting Officer.

M.5 BOARD-FURNISHED PROPERTY

No material, labor, or facilities will be furnished by the Board unless otherwise provided for in the Solicitation.

M.6 FUNDING AND PAYMENT

Notwithstanding any other provision herein, the Board's obligations under this Contract are contingent upon the Board providing funding for this Contract. The Board shall not be legally liable or responsible in any way for any payment under this Contract unless and until the Board makes funds available to the Contracting Officer for this Contract. Contractor may request the Contracting Officer's written confirmation of the availability of funds, and the Contracting Officer shall provide such written confirmation if and when the funds become available.

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Subject to the foregoing, the Contractor will be paid upon the submission of proper invoices and vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as provided under the Contract or required by law. Unless otherwise specified, payment will be made on partial deliveries accepted by the Board when the amount due on such deliveries so warrants; or, when requested by the Contractor, payment for accepted partial deliveries shall be made whenever such payment would equal or exceed either one thousand dollars ($1,000) or fifty (50) percent of the total amount of this Contract. All payments shall be made by electronic funds transfer (EFT), and to receive payment, the Contractor must submit the form titled Vendor Information. Notification will be provided by facsimile to Contractor on the date of payment.

M.7 EXTRAS

Except as otherwise provided in this Contract, no payment for extras shall be made unless the Contracting Officer authorizes such extras and the price in writing.

M.8 NONDISCLOSURE

The Contractor acknowledges that all information and material related to (a) the security arrangements and strategies of the Board; (b) economic data; (c) financial, statistical and personnel data pertaining to Federal Reserve Banks or other financial institutions; and (d) financial, statistical, personnel, planning and similar information relating to past, present or future activities of the Board, which has or will come into the possession or knowledge of Contractor or its agents or employees in connection with this Agreement or the performance hereof shall be considered to be confidential and proprietary (hereafter referred to as “Confidential Information”), the disclosure of which to third parties may be damaging to the Board or to the individual(s) about which such information pertains. The Contractor, therefore, agrees to use Confidential Information only for the Board's benefit and will use the same effort to avoid publication or dissemination of Confidential Information as it employs with respect to the Contractor's own confidential information. The Contractor agrees to require each of its agents or employees assigned to perform services for the Board under this Agreement, by means or appropriate written agreements, to keep any Confidential Information obtained by them while performing such services confidential in the same manner as, and using the same discretion required of, such persons with respect to confidential information of Contractor and not to disclose Confidential Information to any person (other than a Contractor’s employee requiring such Confidential Information in connection with the performance of services hereunder) without the Board's prior written consent. The Contractor must immediately notify the Board of:

(i) any breach, whether actual or suspected, that compromises the security, confidentiality or integrity of Confidential Information (including personal information such as name, social security number, or other personally identifiable information); (ii) any unauthorized acquisition of Confidential Information including, but not limited to, access or authentication information, computer hacking, the loss or theft of computing equipment that stores or maintains Confidential Information, or the loss or theft of Confidential Information in paper format or other formats; or

(iii) new or unanticipated threats or hazards, or if existing information security safeguards have ceased to function. Contractor agrees to work with the Board to address and rectify any disclosure incident to contain, minimize, and recover the information loss, as well as mitigate

GCP (v. 07/07/2017) Page 7 of 39 any related information security vulnerabilities. See Section M.40 for additional requirements concerning information security.

Notwithstanding any of the foregoing, the Contractor shall not be required to keep confidential or limit its use of any ideas, concepts, know-how or techniques related to data processing that the Board intentionally discloses in writing at any time to the Contractor or developed by either party, and if developed by the Board intentionally disclosed by the Board in writing, during the course of this Agreement. The Board by this Agreement does not agree to give Contractor any rights to any third party ideas, concepts, know-how or techniques. The Contractor shall have no obligation of any kind with respect to any information which: (a) is already in the possession of the Contractor except that which has been received under another confidentiality agreement with the Board; (b) is rightfully received by the Contractor from a third party; (c) is independently developed by or for the Contractor; or (d) is or becomes publicly available.

M.9 INSPECTION OF BOOKS & RECORDS

a. This clause is applicable to any Contract regardless of the amount or the manner into which it was entered.

b. The Contractor agrees that the Board (including its authorized representative and/or its

OIG) (collectively for this Section M.9, “Board”) shall, until expiration of three (3) years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to this Contract. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Board shall have the same rights to the subcontractor as specified in paragraph (a) above.

c. The periods of access and examination described in (b) and (c) above, for records which relate to (1) litigation or the settlement of claims arising out of the performance of this Contract, or (2) costs and expenses of this Contract as to which exception has been taken by the Board, shall continue until such litigation, claims, or exceptions have been disposed of.

M.9A BOARD'S OFFICE OF THE INSPECTOR GENERAL (OIG)

a. This clause is applicable to any Contract regardless of the amount or the manner into which it was entered.

b. For the avoidance of doubt, nothing in this Contract (including Section M.9) shall limit the OIG’s authority under the Inspector General Act to examine the Contractor’s books, documents, papers, etc.

c. The Contractor and any subcontractor shall make notification (including posting notices in each of their respective facilities) to all Contractor and subcontractor employees working on this Contract of the Board's OIG hot line telephone number, 1-800-827-3340, and to report any suspected "waste, fraud, or abuse" transactions related to the performance of this Contract.

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M.10 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT

Note: This clause is applicable to all contracts exceeding one hundred thousand dollars ($100,000).

a. The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Contract of which the Contractor has knowledge.

b. In the event of any claim or suit against the Board on account of any alleged patent or copyright infringement arising out of the performance of this Contract or out of the use of any supplies furnished or work or services performed hereunder, the Contractor shall furnish to the Board, when requested by the Contracting Officer, all evidence and information in possession of the Contractor pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Board except where the Contractor has agreed to indemnify the Board.

c. This clause shall be included in all subcontracts in the amount of fifty thousand dollars

($50,000) or more.

M.11 COVENANT AGAINST CONTINGENT FEES AND CONFLICT OF INTEREST

The Contractor warrants that no person or agency has been employed or retained to influence, solicit, or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, contingent fee, or special interest, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Board shall have the right to annul this Contract without liability, or in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

M.12 GRATUITIES

a. The Board may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this Contract if it is found, after notice and hearing, by the Board or its duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor or any agent or representative of the Contract, to any officer or employee of the Board with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending or the making of any determination with respect to the performance of such Contract, provided that the existence of the facts upon which the Board or its duly authorized representative makes such findings shall be an issue and may be reviewed in any competent court.

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b. In the event this Contract is terminated as provided in paragraph (a) hereof the Board shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the Contract by the Contractor.

c. The rights and remedies of the Board provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

M.13 ANTI-KICKBACK PROCEDURES

Note: This clause is applicable to all contracts over one hundred thousand dollars ($100,000).

a. The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations of the Anti-Kickback Act (41 U.S.C. 51-58) in its own operations and direct business relationships.

b. The Anti-Kickback Act prohibits any person from (1) providing, or attempting to provide, or offering to provide any kickback; (2) soliciting, accepting, or attempting to accept any kickback; or (3) including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the Contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

c. When the Contractor has reasonable grounds to believe that a violation of the Anti-

Kickback Act may have occurred, the Contractor shall promptly report in writing the possible violation to the Board's Office of the Inspector General.

d. The Contractor shall cooperate fully with any federal agency investigating a possible violation of the Anti- Kickback Act.

e. The Contractor agrees to incorporate the substance of this clause, including this subparagraph (e), but excepting subparagraph (a) in all subcontracts under this Contract exceeding one hundred thousand dollars ($100,000).

M.14 INTERPRETATION OF CONTRACT REQUIREMENTS

No interpretation of any provision of this Contract, including applicable specifications, shall be binding on the Board unless furnished in advance and agreed to in writing by the Contracting Officer or his designated representative.

M.15 CHANGES

a. The Contracting Officer may, at any time, without notice to the sureties, by written change order, make any change in the work within the general scope of the Contract, including but not limited to changes (1) in the specifications (including drawings and designs); (2) in the method or manner of performance of the work; (3) in the Board-furnished facilities, equipment, materials, services, or site; or (4) directing acceleration in the performance of the work.

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b. Any other written order or an oral order (which terms as used in this paragraph (b) shall include direction, instruction, interpretation, or determination) from the Contracting Officer, which causes any such change, shall be treated as a change order under this clause, provided that the Contractor gives the Contracting Officer written notice stating the date, circumstances, and source of the order and that the Contractor regards the order as a change order.

c. Except as herein provided, no order, statement, or conduct of the Contracting Officer shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment hereunder.

d. If any change under this clause causes an increase or decrease in the part of the work under this Contract, whether or not changed by any order, an equitable adjustment shall be made and the contract modified in writing accordingly, provided, however, that except for claims based on defective specifications no claim for any change under (b) above shall be allowed for any costs incurred more than twenty (20) days before the Contractor gives written notice as therein required: And provided further, that in the case of defective specifications for which the Board is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the Contractor in attempting to comply with such defective specifications.

e. If the Contractor intends to assert a claim for an equitable adjustment under this clause, it must, within thirty (30) days after receipt of a written change order (a) above or the furnishing of a written notice under (b) above, submit to the Contracting Officer a written statement setting forth the general nature and monetary extent of such claim, unless this period is extended by the Board. The statement of claim hereunder may be included in the notice under (b) above. No claim by the Contractor for an equitable adjustment shall be allowed if asserted after final payment under this Contract.

M.16 PRICING OF ADJUSTMENTS

When costs are a factor in any determination of a contract price adjustment pursuant to the Changes clause (Clause 15) or any other provision of this Contract, such costs shall be allowed to the extent they are reasonable and allocable. In ascertaining what constitutes a cost, any generally accepted method of determining or estimating costs that is equitable and consistently applied may be used.

M.17 BOARD DELAY OF WORK

a. If the performance of all or any part of the work is delayed or interrupted by an act of the Contracting Officer in the administration of this Contract, which act is not expressly or impliedly authorized by this Contract or by his/her failure to act within the time specified in this Contract (or within a reasonable time if no time is specified), an adjustment (excluding profit) shall be made for any increase in the cost of performance of this Contract caused by such delay or interruption, and the Contract modified in writing accordingly. Adjustment shall be made also in the delivery or performance dates and any other contractual provision affected by such delay or interruption. No adjustment, GCP (v. 07/07/2017) Page 11 of 39 however, shall be made under this clause for any delay or interruption (1) to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or (2) for which an adjustment is provided or excluded under any other provision of this Contract.

b. No claim under this clause shall be allowed (1) for any costs incurred more than twenty

(20) days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved, and (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of such delay or interruption, but not later than the date of final payment under the Contract.

M.18 EXCUSABLE DELAYS

Except with respect to default of subcontractors, the Contractor shall not be in default by reason of any failure in performance of this Contract in accordance with its terms (including any failure by the Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to: acts of God or of the public enemy, acts of the Board in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the failure of a subcontractor to perform or make progress and if such failure arises out of causes beyond the control of both the Contractor and the subcontractor and without fault or negligence of either, the Contractor shall not be deemed to be in default unless (a) the supplies or services to be furnished by the subcontractor were obtainable from other sources, (b) the Contracting Officer ordered the Contractor in writing to procure such supplies or services from such other sources, and (c) the Contractor failed to comply reasonably with such order. Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such failure, and if he/she determines that any failure to perform was occasioned by any one or more of the said causes, the delivery schedule shall be revised accordingly, subject to the rights of the Board under the clause hereof entitled "Termination."

Note: As used in this clause, the terms "subcontractor" and "subcontractors" means subcontractor(s) at any tier.

M.19 STOP WORK ORDER

a. The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period of ninety (90) days after the order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a stop work order issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a stop order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, GCP (v. 07/07/2017) Page 12 of 39 the Contracting Officer shall either (1) cancel the stop work order, or (2) terminate the work covered by such order as provided in the "Default" or the "Termination for Convenience" clauses of this Contract.

b. If a stop order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. An equitable adjustment shall be made in the delivery schedule or contract price or both, and the Contract shall be modified in writing accordingly, if

1. the stop work order results in an increase in the time required for, or in the

Contractor's cost properly allocable to the performance of any part,

2. the Contractor asserts a claim for such adjustment within thirty (30) days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify such action, it may receive and act upon any such claim asserted at any time prior to final payment under this Contract.

c. If a stop work order is not canceled and the work covered by such order is terminated for the convenience of the Board, the reasonable costs resulting from the stop work order shall be allowed in arriving at the termination settlement.

d. If a stop work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop work order.

M.20 TERMINATION FOR CONVENIENCE OF THE BOARD

The Contracting Officer, by written notice, may terminate this contract in whole or in part, when it is in the Board’s interest. To the extent that this Contract is for service and is so terminated, the Board shall be liable only for payment in accordance with the payment provisions of this Contract for services rendered prior to the effective date of termination. If the Board terminates this Contract under this paragraph, the Contractor must immediately take all actions necessary to minimize the cost of termination settlement to the Board.

M.21 DEFAULT

a. The Board may, subject to the provisions of paragraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in any one of the following circumstances:

1. if the Contractor fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof, or

2. if the Contractor fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Contracting Officer

GCP (v. 07/07/2017) Page 13 of 39 may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.

b. In the event the Board terminates this Contract in whole or in part as provided in paragraph (a) of this clause, the Board may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Board for any excess costs for such similar supplies or services; provided that the Contractor shall continue the performance of this Contract to the extent not terminated under the provisions of this clause.

c. Except with respect to default of subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God or of the public enemy; acts of the Board in either its sovereign or contractual capacity; fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.

d. If this Contract is terminated as provided in paragraph (a) of this clause, the Board, in addition to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the Board, in the manner and to the extent directed by the Contracting Officer, (1) any completed supplies, and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Contracting Officer, protect and preserve property in possession of the Contractor in which the Board has an interest. Payment for completed supplies delivered to and accepted by the Board shall be at the Contract price. Payment for manufacturing materials delivered to and accepted by the Board and for the protection and preservation of property shall be in the amount agreed upon by the Contractor and Contracting Officer. The Board may withhold from amounts otherwise due the Contractor for such completed supplies or manufacturing materials such sum as the Contracting Officer determines to be necessary to protect the Board against the losses because of outstanding liens or claims of former lien holders.

e. If, after notice of termination of this Contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of the clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the termination for convenience provisions of this Contract.

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f. The right and remedies of the Board provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

g. As used in paragraph (c) of this clause, the terms "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.

M.22 DISPUTES

a. Any claim by the Contractor seeking payment of money in a sum certain, the adjustment or interpretation of Contract terms, or other relief arising under or relating to the Contract must be submitted in writing to the Contracting Officer. Upon receipt of such a claim, the Contracting Officer or his/her representative will contact the claimant and attempt to negotiate a mutually acceptable resolution.

b. Upon the failure to reach such a resolution, the Contracting Officer shall issue a written determination after reviewing the pertinent facts and consulting with legal and other advisors. The written determination shall be issued within a reasonable time, but not less than sixty (60) days after receipt of a written request from the claimant for a written determination. The written determination shall contain (1) a description of the claim or dispute; (2) reference to the pertinent contract terms; (3) a statement of the factual areas of agreement and disagreement; (4) a statement of the Contracting Officer's decision, with supporting rationale; and (5) a statement that the Contracting Officer's decision is final and that the claimant may appeal the decision to the Board's Chief Financial Officer or his/her delegate. The Contracting Officer's decision will be furnished by certified mail, return receipt requested, or by any other method that provides evidence of receipt.

c. Failure of the Contracting Officer to issue a written determination within sixty (60) days of a written request for such determination shall be deemed to be a denial of the claim, which may be appealed to the Board's Chief Financial Officer or his/her delegate. Any appeal to the Board's Chief Financial Officer or his/her delegate must be made in writing within ninety (90) days from the date the claimant receives the Contracting Officer's written decision.

d. The Board will pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim, or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. Simple interest on claims will be paid at the rate, fixed by the Secretary of the Treasury pursuant to Pub. L. 92-41 (85 Stat 97), which is applicable to the period during which the Contracting Officer receives the claim.

M.23 PROTESTS

a. Protests may be submitted by actual or prospective Offerors to the manager of the Procurement Section as follows: Procurement Manager, Management Division, 20th and C Streets, NW, Washington, DC 20551. Protests on alleged improprieties in a solicitation that are apparent prior to the closing date for receipt of bids or proposals shall be filed prior to that date. In all other cases, protests shall be filed not later than ten (10)

GCP (v. 07/07/2017) Page 15 of 39 calendar days after the basis of the protest is known or should have been known, whichever is earlier. Protests shall include (1) the name, address, and telephone number of the protester; (2) the solicitation or contract number; (3) a detailed statement of the legal and factual grounds for the protest, including copies of relevant documents; (4) a request for a ruling by the Board; and (5) a statement of the form of relief requested.

b. If the Procurement Manager receives a protest prior to award, an award will not be made until a decision on the protest is issued, or the matter is otherwise resolved unless the Procurement Manager first determines, in writing, that (1) the supplies or services to be contracted for are urgently required, (2) delivery or performance will be unduly delayed by failure to make award promptly, or (3) a prompt award will otherwise be advantageous to the Board. If the award is to be delayed pending resolution of the protest, the other Offerors shall be notified of the protest; and, if appropriate, those Offerors should be requested to extend the time for acceptance to avoid the need for resolicitation.

c. If a protest is received after award, the contract performance will not be suspended unless it appears likely that an award may be invalidated and a delay in receiving the supplies or services is not prejudicial to the Board's interest.

d. The Procurement Manager will furnish a copy of the written protest ruling to the protester by certified mail, return receipt requested, or by any other method that provides evidence of receipt. The protester may appeal the ruling of the Procurement Manager to the Chief Acquisition Officer. Any appeal to the Chief Acquisition Officer must be made in writing within ten (10) calendar days from the date the protester receives the Procurement Manager's written ruling. If the Chief Acquisition Officer has a conflict, then the director of the Management Division will decide the appeal.

M.24 COMPETITION IN SUBCONTRACTING

The Contractor shall select subcontractors (including suppliers) on a competitive basis to the maximum practical extent consistent with the objectives and requirements of the Contract.

M.25 SUBCONTRACTING PLAN

a. For purposes of this clause, “covered company” means a firm qualified as a small business concern under the Small Business Act (15 U.S.C. § 632) and regulations thereunder, including (1) business concerns that meet the size eligibility standards set forth in 13 C.F.R § 121; (2) small business concerns owned and controlled by veterans or service-disabled veterans as defined by 15 U.S.C. § 632(q); (3) qualified HUBZone small business concerns pursuant to 15 U.S.C. § 632(p) and 13 C.F.R § 126; (4) socially and economically disadvantaged small business concerns as defined by 15 U.S.C. § 637 and certified as such under 13 C.F.R. § 125; and (5) small business concerns owned and controlled by women as defined by 15 U.S.C. § 632(n).

b. The Board has a policy of providing covered companies with an equitable opportunity to compete, as a prime contractor or a subcontractor, in Board acquisitions conducted

GCP (v. 07/07/2017) Page 16 of 39 pursuant to the formal bidding procedures, negotiated procurement procedures, or simplified acquisition procedures of the Board’s Acquisition Policy, to the extent that this opportunity is consistent with efficient contract performance.

c. Except for solicitations for services that are personal in nature or for solicitations that are expected to be $300,000 or less ($500,000 or less for construction), each noncovered company’s bid or proposal must include a subcontracting plan that describes the Offeror’s commitment to provide covered companies the maximum practicable opportunity to participate in contract performance, consistent with the vendor’s efficient contract performance. The subcontracting plan must be acceptable to the Contracting Officer in order for the Offeror to be awarded the contract.

d. Offerors acting in good faith may rely on the written representations of their subcontractors regarding their status as a covered company.

e. Covered Company Contracting Goals:

1. Performance by Small Businesses of work valued at at least twenty-three percent (23%) of the Contract Price;

2. Performance by Covered Companies which are women-owned small businesses of work valued at at least five percent (5%) of the Contract Price;

3. Performance by Covered Companies which are small disadvantaged businesses of work valued at at least five percent (5%) of the Contract Price;

4. Performance by Covered Companies which are HUB/Zone small businesses of work valued at at least three percent (3%) of the Contract Price; and

5. Performance by Covered Companies which are veteran or service-disabled small businesses of work valued at at least three percent (3%) of the Contract Price.

f. Except for solicitations for services that are personal in nature, each solicitation that has subcontracting possibilities and is expected to exceed $100,000 ($300,000 for construction) shall specify that each non-covered company’s offer must include a subcontracting plan that describes the vendor’s commitment to provide covered companies the maximum practicable opportunity to participate in contract performance meeting the requirements in the acquisition and consistent with the vendor’s efficient contract performance. The subcontracting plan must be acceptable to the contracting officer in order for the vendor to be awarded the contract.

M.26 IDENTIFICATION OF SUBCONTRACTORS

Note: This clause is applicable to contracts and subcontracts in excess of one hundred thousand dollars ($100,000).

After Contract award and upon the Contracting Officer’s request, the Contractor shall submit to the Contracting Officer a list of the subcontracts it has awarded to perform the work described in Section C of this Contract that includes: subcontractor name, dollar amount of the subcontract, date of award of the subcontract, description of the activities performed by the subcontractor, and the subcontractor’s ownership status by race, ethnicity, and/or gender.

GCP (v. 07/07/2017) Page 17 of 39

M.27 FAIR INCLUSION OF MINORITIES AND WOMEN

The Contractor hereby confirms its commitment to equal opportunity in employment and contracting and the fair inclusion of minorities and women in its workforce. If the value of this Contract exceeds $100,000, the Board may request, and the Contractor agrees to provide upon such request, documentation of the good faith effort the Contractor has made in support of this commitment. “Good faith effort” may include actions by the Contractor to identify and, if present, remove barriers to minority and women employment or to expand employment opportunities for minorities and women within its workforce, such as recruiting, advertising, or job-related training. A failure to demonstrate good faith effort shall be considered a material breach of this Contract and may result in the Board’s default termination of the Contract. The Contractor agrees to insert the substance of this clause in all its subcontracts whose annual dollar value exceeds $100,000. A “subcontract” for purposes of this Section M.27 is any contract the Contractor enters into with a third party to fulfill the Contractor’s obligations to the Board under this Contract.

M.28 EQUAL OPPORTUNITY (See Attachment No. 1)

M.29 EMPLOYMENT OF THE PERSONS WITH DISABILITIES

Note: This clause is applicable to contracts and subcontracts in excess of ten thousand dollars ($10,000).

a. The Contractor shall not discriminate against any employee or applicant for employment because of a physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor shall take affirmative action to hire, place, and advance qualified persons with disabilities who are physically or mentally disabled. The Contractor shall not discriminate against persons with disabilities in employment practices such as the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship programs.

b. The Contractor shall comply with the rules, regulations, and relevant orders of the

Secretary of Labor issued pursuant to the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 793) (the "Act").

c. In the event of the Contractor's noncompliance with the requirements of this clause, the

Board may take such actions of noncompliance as may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act.

d. The Contractor shall post in conspicuous places, available to employees and applicants for employment, notices in a form prescribed by the Director, Office of Federal Contract Compliance Programs, Department of Labor. Such notices shall state (1) the Contractor's obligation under the law to take affirmative action to hire, place, and advance in

GCP (v. 07/07/2017) Page 18 of 39 employment qualified persons with disabilities, and (2) the rights of applicants and employees.

e. The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract of understanding, that the Contractor is bound by the terms of Section 503 of the Act and is committed to take affirmative action to hire, place, and advance in employment qualified persons with physical and mental disabilities.

f. The Contractor shall include the provisions of this clause in every subcontract or purchase order in access of ten thousand dollars ($10,000), unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 503 of the Act.

M.30 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA

VETERANS

Note: This clause is applicable to all contracts and subcontracts of twenty-five thousand dollars ($25,000) or more.

a. Definitions.

"Appropriate office of the state employment service system", as used in this clause, means the local office of the federal-state national system of public employment offices assigned to serve the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.

"Openings that the Contractor proposes to fill from within its own organization", as used in this clause, means employment openings for which no one outside the Contractor's organization (including any affiliates, subsidiaries, and the parent companies) will be considered, and includes any openings that the Contractor proposes to fill from regularly established "recall" lists.

"Openings that the Contractor proposes to fill under a customary and traditional employer-union hiring arrangement", as used in this clause, means employment openings that the Contractor proposes to fill from union halls under their customary and traditional employer-union hiring relationship.

"Suitable employment openings", as used in this clause

1. includes, but is not limited to, openings that occur in jobs categorized as (i) production and nonproduction, (ii) plant and office, (iii) laborers and mechanics,

(iv) supervisory and nonsupervisory, (v) technical, and (vi) executive, administrative, and professional positions compensated on a salary basis of less than twenty-five thousand ($25,000) a year; and

GCP (v. 07/07/2017) Page 19 of 39

2. includes full-time employment, temporary employment of over three (3) days, and part-time employment, but not openings that the Contractor proposes to fill from within its own organization or under a customary and traditional employer-union hiring arrangement, but not openings in an educational institution that are restricted to students of that institution.

b. General.

1. Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against the…