RFP_132568_-_Veterinary_Services.pdf

THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

REQUEST FOR PROPOSAL # 132568

This is a Request for Proposal (RFP) from the Board of Governors of the Federal Reserve System (the Board) for services, as described in the below Statement of Work (SOW).

The due date for proposals is 12:00 P.M. EST on September 20, 2019. Offerors shall submit proposals via electronic mail to Helen.H.Nguyen@frb.gov in accordance with the Submittal Instructions section of this RFP.

PROPOSAL REQUIREMENTS

Proposals shall contain the following:

1. Technical Approach. The Offeror shall provide a thorough description of its proposed technical approach, which shall provide, at a minimum, a detailed description of the Offeror’s approach to meeting or exceeding the requirements set forth in the SOW.

2. Cost. The Offeror shall provide a cost proposal which outlines the cost structure offered for the effort. In addition, the Offeror shall complete and submit the attached Supplier Information. Offeror may leave Section V of the form blank till time of award.

EVALUATION OF PROPOSALS

Each response to this Request for Proposals shall be subject to the same review and assessment process by the Board’s technical and price evaluation teams. Technical proposals that meet all mandatory requirements in Section 2.4 will be subject to the pass/fail technical review below.

The Board will review each proposal to ensure that it satisfies the technical requirements outlined in Section 2 of this Statement of Work . If any technical requirement is not met, the proposal may be rejected and will receive no further consideration. Offerors whose technical proposals receive a “pass” rating based on factors in Section 2 will qualify for cost evaluations, and their cost/price proposals will be forwarded to the Board’s price evaluation team. The Board’s price evaluation team will evaluate the cost/price proposals for price reasonableness, realism and risk. The Board reserves the right to reject unreasonably low or materially unbalanced cost proposals. The Board plans to award the Contract to the lowest priced, technically acceptable proposal.

QUESTIONS

Questions regarding this RFP shall be submitted in via e-mail to helen.h.nguyen@frb.gov by mailto:helen.h.nguyen@frb.gov

12:00 pm on August 20, 2019.

SUBMITTAL INSTRUCTIONS

Proposals may be only e-mailed directly to Helen.H.Nguyen@frb.gov, the sole designated e-mail address and inbox for receipt of e-mail submissions. No other electronic means of submission, used in whole or in combination with E-mail, is permitted. No other method of submission is acceptable. Offerors shall provide the technical and cost proposals as separate files/documents so they may be evaluated independently and separately.

E-mailed proposals shall be in either Adobe or Microsoft Office format. Offerors are advised that the Board may be unable to receive other types of electronic files (e.g., .zip files) or files in excess of 20 megabytes. To be timely, an e-mailed proposal must be received in its entirety in the designated e-mail inbox by the due date and time for proposal submission.

{Statement of Work begins on following page.}

STATEMENT OF WORK

Title: Veterinary Services

Contracting Point of Contact: Helen Nguyen, 202-452-3404, Helen.H.Nguyen@frb.gov

1.0 BACKGROUND:

The mission of the Law Enforcement Unit (LEU) of the Board of Governors of the Federal Reserve System (Board) is to protect and provide a safe and secure environment for Board Staff and others on Board designated property. In order to accomplish this mission, the LEU maintains a Canine Program to detect explosive and inspect delivers. The Canine Program currently has four (4) explosive detection canines that require veterinary services in order to effectively perform their duties.

2.0 SCOPE OF WORK

The Board requires a veterinary services provider (Contractor) to provide veterinary services, general preventative medicine, surgery, and emergency medical services and kenneling services for its Canine Program. The Contractor shall provide all of the labor, materials, medicine, medical supplies, and medical supervision by the Contractor’s on-site Doctor; a Doctor of Veterinary Medicine (DVM). The Contractor shall provide facilities necessary to satisfy the veterinary requirements of the Canine Program.

2.1 The Contractor shall ensure that only authorized veterinary personnel (DVM’s, Veterinary Technicians (Vet Tech) and reception staff) have access to Board’s canines.

2.2 The Contractor shall ensure that veterinary personnel do not disseminate any information about Board’s canines nor its program to anyone other than the Contracting Officers Representatives (COR) or the Board’s LEU personnel identified by issue of LEU credentials.

2.3 The Contractor shall keep a record of all Board’s canines serviced during each monthly billing cycle. These records shall include a detailed list of the services provided, cost for each service and a grand total of all items. The records shall be maintained in such a manner as to provide clear details of all medical treatments and services provided. Additionally, all records for the Board’s canines are property of the Board. All records or copies of records will be provided to the Board in the event the Contract is terminated.

2.4 The Contractor shall invoice the Board on a monthly basis with net 30 payment terms. The invoice shall consist of itemized list of services and materials rendered, including immunization dates.

2.5 The Contractor shall notify the K-9 supervisor by phone and follow up by electronic mail when immunizations and other scheduled examinations are due.

2.6 The Contractor shall request prior approval from the COR before committing to perform any type of surgery on the canines.

2.7 Proof of licensure, education, certificates, insurance and resumes shall be provided to the Board upon request.

2.8 Services

The Contractor shall provide basic care and veterinary services as required to include, but not limited to the following:

2.8.1 Physical exams

2.8.2 Heartworm test

2.8.3 Immunizations

2.8.4 Sick call (during the hours of 8 a.m. to 4 p.m., the Contractor shall provide for the Board’s canines regular scheduled time for non-emergency services).

2.8.5 Radiology

2.8.6 Dental care

2.8.7 Follow-up examinations for emergency treatment given by a non

Board provider (i.e. Emergency care is required and the canine is transported to the closest veterinary facility for treatment).

2.8.8 Surgery - certified or accredited lab (provide a price list for standard surgeries).

2.8.9 Laboratory services in support of diagnosing a current condition or evaluation and treatment of an existing condition. Laboratory services maybe either on-site, off-site, owned off- site, or subcontracted for blood work, cultures, etc.

2.8.10 Providing written dietary instructions and counseling

2.8.11 Grooming – flea/tick treatment, bathing, etc.

2.8.12 Non- routine services shall be provided as directed by FRB

2.8.13 Kenneling Services - day/week/weekend. Provide a price list and description of services both provided and available while a canine is kenneled i.e.;

2.8.12.1 Bathing

2.8.12.2 Walking

2.8.12.3 How often are the kennel/facility cleaned?

2.8.12.4 The Contractor shall provide a written description of procedures/methods employed to protect canines from exposure to other animals that are being treated for a contagious condition.

2.9 Emergency Services

2.9.1 The Contractor shall provide a 24 hour staffed emergency service with a DVM. If a DVM is not on-site, provide the response times for each DVM assigned as the primary responder.

2.9.2 Laboratory services in support of diagnosing a current condition or evaluation and treatment of an existing condition either on-site, off-site, owned off-site, or subcontracted for blood work, cultures, etc.

3.0 FACILITY VISIT

3.1.1 A date and time will be established with the prospective Contractor(s) to visit and tour its facility.

3.1.2 Provide hours of operation.

3.1.3 General condition of facility to include internal and external maintenance.

3.1.4 Size and condition of examination/treatment rooms.

3.1.5 Size and condition of kenneling area.

3.1.6 Number of staff available to support normal operations (DVM/s, Vet Tech’s, reception/front desk and kennel personnel).

4.0 MANDATORY REQUIREMENT

4.1 Facility visit

4.2 Description of emergency facilities and medical team

4.3 Ability to meet all service requirements in Section 2, above.

5.0 PLACE AND PERIOD OF PERFORMANCE:

5.1 Place of Performance. The Contractor shall perform all veterinary services at its place of business.

5.2 Period of Performance. The Contractor shall commence work on or after January

1, 2020 and shall complete work no later than December 31, 2020. In addition, the Board may extend the Contract for up to four (4) additional one-year periods

(“options”) without formal recompetition, based on the Contractor’s satisfactory performance as determined by the COR at his/her sole discretion, continued project funding, and subject to a continuation of the Contract and the continued need for the Contractor to perform services under the Contract.

5.3 The Board may extend the Contract by giving written notice to the Contractor at any time prior to the Contract’s expiration date. If the Board exercises this option, the extended Contract shall be considered to include this option provision.

The preliminary notice does not commit the Board to an extension.

5.4 The Board observes the following holidays: New Year’s Day, Martin Luther

King. Jr.’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The Contractor may perform work on these days, subject to the COR’s prior notification and approval.

C.6 PROJECT MEETINGS

6.1 Special Meetings. The Board reserves the right to schedule special meetings during the course of the work, as required, to address matters that cannot be satisfactorily resolved by other means. Such meetings will be held at the Board’s offices.

END OF TEXT

ATTACHMENT 1

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

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

GENERAL CONTRACT PROVISIONS

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.

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 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.

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.

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

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.

5. BOARD-FURNISHED PROPERTY

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

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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, 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.

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.

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, 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.

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.

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 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.

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.

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.

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) 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.

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.

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…