Attachment J.1--DC Courts General Contract Provisions.pdf

ATTACHMMENT J.t

D.C. COURTS GENERAL CONTRACT PROVISIONS

FOR USE WITH

D.C. COURTS

SUPPLY AND SERVICES CONTRACTS

APRIL 2007

ADMINISTRATIVE SERVICES DIVISION

PROCUREMENT AND CONTRACTS BRANCH

616 H STREET, N.W., 6TH FLOOR

SUITE 622

WASHINGTON, D.C. 20001

D.C. COURTS GENERAL CONTRACT PROVISIONS

(APRIL 2007)

1. Definitions 2

2. Changes '" 2

3. Transfers :;

4. Waiver :;

5. Indemnification 2

6. Patents and Copyrights 3

7. Covenant Against Contingent Fees 4

8. Quality 4

9. Health And Safety Standards : 4

10. Inspection Of Supplies 4

11. Inspection Of Services ~ .. 7

12. Payment. 7

13. Taxes 7

14. Appointment of Attorney 8

15. Termination for Default 8

16. Termination for Convenience of the Court 9

17. Termination of Contracts for Certain Crimes and Violations 13

18. Protests and Disputes 14

19. Independent Contractor Relationship 14

20. Security 14

21. Officials not to Benefit. 14

22. Retention and Examination of Rooks 15

23. Recovery of Debts Owed the Court 15

24. Appropriation of Funds 15

25. Non-Discrimination in Employment 15

26. Buy American Act 16

27. Service Contract Act of 1965 17

28. Walsh-Healey Public Contracts Act

29. Governing Law 23

30. Multiyear Contract 23

1. Definitions.

The term "Contracting Officer" shall mean the Executive Officer of the District of Columbia Courts or her or his authorized representative. The term "Court" shall. depending on how that term is defined elsewhere in this contract, mean the Superior Court of the District of Columbia. the District or Columbia Court of Appeals or the District or Columbia Court System. If the Contractor is an-individual. the term "Contractor" shall mean the Contractor.

his or her heir!S). executors and administrators. If the Contractor is a corporation, the "Contractor" shaII 111':311 the Contractor and its successor. The term "District of Columbia government' shall mean all the branches of the government of the District of Columbia.

including the District of Columbia Courts.

2. Changes.

The Contracting Officer may at any lime, by written order, and without notice to the sureties, if any, make changes in this contract within the general scope hereof. If such change causes an increase or decrease in the cost of performance of this contract, or in the time required for performance, an equitable adjustment shall be made. Any claim for adjustment under this paragraph must be asserted within ten (10) days from the date the change is offered, provided however, that the Contracting Officer. may, in his or her discretion receive, consider and adjust any such claim asserted at any time prior to the final settlement of the contract. If the parties fail to agree upon the adjustment to be made. the dispute shall be determined in accordance with Clause 18. Nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

3. Transfers.

This contract or any interest herein shall not be transferred by either the Court or the Contractor except upon written permission of the other party.

4. Waiver.

The waiver of any breach of this contract will not constitute a waiver of any subsequent breach thereof. nor a waiver of this contract.

5. Indemnificatioll.

(a) The Contractor shall indemnify and save harmless the COUIt and its officers. agents and employees from and against any and all claims. losses. liabilities. penalties. fines. forfeitures, demands, causes of action. suits and expenses incidental thereto (including the cost of defense and attorneys fees) resulting from. arising out of. or in any Via) connected to an) act. omission or default of the Contractor. its officers. agents. employees. servants or its subcontractors, or any other person acting for or by permission of the Contractor in the performance of this contract. regardless of whether or not any damage resulting from the

Contractor's act. omission or default is caused in pan by the Ccurt. The Contractor assumes all risks for direct and indirect damage or injury to the properlY or persons used or employed in performance of this Contract. The Contractor shall also repair or replace any Court property that is damaged by the Contractor. Contractor's officers, employees, agents, servants. subcontractors. or any other person <ll,ting for or by permission of the Contractor while performing work hereunder.

(b) The indemnification obligation under this clause shall not be limited by the existence of any insurance policy or by any. limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any subcontractor. and shall survive the termination of this Contract. The COUlt agrees to give Contractor written notice of any claim of indemnity under this clause. Additionally, Contractor shall have the right and sole authority to control tlre defense or settlement of such claim, provided that no contribution or action by the Court is required in connection with the settlement. Monies due or to become due the Contractor under the contract may be retained by the District as necessary to satisfy any outstanding claim which the District may have against the Contractor.

(c) The Contractor shall indemnify and save harmless the Court and its officers, agents, servants and employees from liability of any nature or kind, including costs and expenses. for or on account of the use of any patented or unpatented invention, item or process, manufactured or used in the performance of this contract, including their use by the Court.

unless otherwise specifically stipulated in the contract.

(d) The Contractor shall indemnify and save harmless the Court and its officers. agents, servants and employees against any claim for copyright infringement relating to any work produced. used or delivered under this contract.

6. Patents and Copnights.

(a) The Contractor shall not make application for a patent or copyright on any invention.

item-or process produced under this contract except with the written permission of the Court.

The Court shall have an irrevocable nonexclusive royalty free license with the right to sublicense in any invention conceived or first actually reduced to practice in the course of or under this contract or any subcontract thereunder.

(b) All reports, programs. manuals, discs. tapes. card desks. listing. and other materials prepared by or worked upon by the Contractor's employees under this Agreement shall belong exclusively to the Court.

(c) Contractor agrees not to publish or disclose any material first prepared under this Agreement without prior permission of the Court.

(d) Contractor will not knovingly include an: work cOP: righted by others in any material prepared under this Agreement unless it obtained either prior permission from the Court or an irrevocable royalty free license for the Court in such work,

(e) Contractor agrees to give the Court all assistance reasonably required to protest the rights defined in these provisions.

7, Covenant Against Contingent Fees.

The Contractor warrants that no person or agency has been employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. excepting a bona fide employee or agency maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty. the Court shall have the right to terminate this contract without liability or in its discretion to deduct from the contract price 01' consideration, or otherwise recover, the full amount of the commission. percentage. brokerage. 01' contingent fee,

8. Qualit".

Contractor's workmanship shall be of the highest grade, and all materials provided under this Contract shall be new, of the best quality and grade. and suitable in every respect for the purpose intended,

9. Health And Safetv Standards.

Items delivered under this contract shall conform to all requirements of the Occupational Safety and Health Act of 1970, as amended ("OSHA"). and Department of Labor Regulations under OSHA, and all Federal requirements in effect at time of bid opening/proposal submission.

10. Inspection Of Supplies.

(a) "Supplies:' as used in this clause. includes, but is not limited to raw materials, components. intermediate assemblies. end products. and lots of supplies,

(b) The Contractor shall be responsible for the materials or suppl ies covered by this.contract until they are ,ddivered at the designated point. hut the Contractor shall bear all risk on rejected materials 01' supplies after notification ofrejection. Lpon the Contractor's failure to cure within ten ( lU) days after date of notification. the Court may return the rejected materials or supplies to the Contractor at the Contractor's risk and expense.

(c) The Contractor shall provide and maintain an inspection system acceptable to the Court covering supplies under this contract and shall tender to the Court for acceptance only' supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Court during contract performance and for as long afterwards as the contract requires. The Court may perform reviews and evaluations as reasonably necessary to ascertain cornpl iance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work, The right of review, whether exercised or not. does not relieve the Contractor of the obligations under this contract.

ld) The Court has the right to inspect and test all supplies called for by the contract. to the extent practicable. at all places and times. including the period of manufacture, and in any event before acceptance. The Court will perform inspections and tests in a manner that will not unduly delay the work. The Court assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in the contract.

(e) If the Court performs inspection or test on the premises of the Contractor or subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, without additional charge, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Court will bear the expense of Court inspections or tests made at other than Contractor's or subcontractor's premises; provided, that in case of rejection. the Court will not he liable for any reduction in the value of inspection or test samples.

(I) When supplies are not ready at the time specified by the Contractor for inspection or test. the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(1) The Court has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or otherwise not in conformity with contract requirements. The COUll may reject nonconforming supplies with or without disposition instructions.

19) The Contractor shall remove supplies rejected or required to be corrected. However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction. and when required, shall disclose the corrective action taken.

(111 If the Contractor fails to remove. replace. or G\)lTC:Ct rejected supplies that are required to be replaced or corrected within ten ( 10)day s. the: Court may either (I) by contract or otherwise. remove, replace or COITeC! the supplies and charge the cost to the Contractor or (2) terminate the contract lor default. Unless the Contractor corrects or replaces the supplies within the delivery schedule. the Contracting Officer may require their delivery and make an equitable price reduction. failure h1 agree to II price reduction shall be a dispute, til Ifthis contract provides tor the performance Ot'CHII1 quality assurance at source, and if requested h~ tht' Court. the Contractor shall furnish advance notification of the time (i) when Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract. and (ii) when the supplies wiII be ready lor Court inspeciion.

(j) The Court request shall specify the period and method of the advance notification and the Court representative to whom it shall be furnished. Requests shall not require more than 2 business days of advance notification if the Court representative is in residence in the Contractor's plant. nor more than 7 business days in other instances.

(k) The Court will accept or reject supplies as promptly as practicable after delivery. unless otherwise provided in the contract. COtl11 failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility. nor impose liability upon the Court, for non-conforming suppl ics,

(I) Inspections and tests by the Court do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance.

Acceptance shall be conclusive. except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(m)If acceptance is not conclusive for any of the reasons in subparagraph (I) hereof. the Court, in addition to any other rights and remedies provided by law. or under provisions of this contract. shall have the right to require the Contractor (I) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor's plant at the Contracting Officer's election. and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer: provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule. or (2) within a reasonable time after receipt by the Contractor of notice of defects or noncompliance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor. the Contractor shall bear the transportation cost from the original point of delivery to the Contractor's plant and return to the original point when that point is not the Contractor's plant. If the Contractor faiIs to perform or act as required in (I ) or (2) above and does not cure such faiIurc within a period of J0 days (or such longer period as the Contracting Officer nta:, auth,.rize in writing) after receipi l)f notice from the Contracting Officer specifying such railure. the COlin will have the right to return the rejected materials at Contractor's risk and expense or contract or otherwise to replace or correct such suppl ies and charge to the Contractor the cost occasioned the Court thereby,

11. Inspection Of Services.

(a) "Services" as used in this clause includes services performed. workmanship. and material furnished or util izcd in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Court covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Court during contract performance and for as long afterwards as the contract requires.

(c) The Court has the right to inspect and test all services called for by the contract. to the extent practicable at all times and places during the term of the contract. The Court will perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Court performs inspections or tests on the premises of tile Contractor or subcontractor, the Contractor shall furnish. without additional charge. all reasonable facilities and assistance for the safety and convenient performance of these duties.

(e) If any of the services do not conform to the contract requirements. the Court may require the Contractor to perform these services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by performance. the Court may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect value of services performed.

(I) If the Contractor fails to promptly perform the services again or take the necessary action to ensure future performance in conformity to contract requirements, the Court may (l) by contract or otherwise. perform the services and charge the Contractor any cost incurred by the Court that is directly related to the performance of such services, or (2) terminate the contract for defauIt.

12. Pavment.

The Coun shall pay the Contractor for services performed by the Contractor in the manner set forth in this contract. at the rate prescribed upon the submission by the Contractor of'.

proper invoices or time statements. at the time provided for in this contract, to the Budget and Finance Division for contracts involving the Superior Court of the District of Columbia or the Court System. or to the Clerk of the District of Columbia Court of Appeals for contracts involving the District of Columbia Court of Appeals.

13.~

The District of Columbia Courts are exempt from and will not pay Federal Excise lax.

Iransportation fa". and the District of Columbia Sales and l.'se Taxes.

14. Appointment of ;\ttOnlC\.

The bidder-offeror or Contractor (whichever the case may be) does hereby irrevocably designate and appoint the: Clerk of the District of Columbia Superior Court and his or her successor in office as the true and lav ful auorncy or the Contractor for the purpose of receiv ing service orall notices and processes issued by any court in the District of Columbia.

as well as service or all pleadings and other papers. in relation to any action or legal proceeding arising out of or pertaining to this contract or the work required or performed hereunder.

The bidder/offeror or Contractor (whichever the case may be) expressly agrees that the validity of any service upon the said Clerk as herein authorized shall not be affected either by the fact that the Contractor was personally within the District of Columbia and otherwise subject to personal service at the time of such service upon the said Clerk or by the fact that the contractor failed to receive :I COP) of such process. notice or other paper so served upon the said Clerk provided the said CIerI-; shall have deposited in the United States mail.

registered and postage prepaid. a copy of such process. notice. pleading or other paper addressed to the bidder/offeror or contractor at the address stated in this contract.

15. Termination for Default.

(a) The Contracting Officer may, subject to the provisions of paragraph (c) below, by written notice to the Contractor. terminate the whole or any part of this contract for any of the following reasons:

(I) 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 otthe 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 Contracting Officer terminates this contract in whole or in part as provided in paragraph (a) of this clause. the Contracting Officer 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 Court for an} excess costs for similar supplies or services: provided. that the Contractor shall continue the performance of this contract 10 the extent not terminated under the provisions of this clause.

(c) Except with respect to defaults of subcontractors. the Contractor shall not be liable for

an) 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 ofthe public enemy. acts of the District or Federal Government in either their sovereign or contractual capacity. fires. floods. epidemics. quarantine restrictions, strikes. freight embargoes. and unusually severe weather: but in every case the failure to perf01111 must he beyond the control and \\ ithout fault or negligence of the Contractor. lfthc failure to perform is caused by the default of the subcontractor. and ifsuch default arises out of causes be) and the control or both the Contractor and the subcontractor.

and without the fault or negligence of either of them, the Contractor shall not be liable for any excess cost 1'..,1' failure to perform. unless the supplies or services t..) he furnished by the subcontractor \\ ere ohiainable 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 Court, in addition to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the COUlt, in the manner and to the extent directed by the Contracting Officer, (i) completed supplies, and (ii) such partially completed supplies and materials.

parts, tools. dies, jigs. fixtures plans. drawing 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 Comracting Officer, protect and preserve property in possession of the Contractor in which the Court has an interest. Payment for completed supplies delivered to and accepted by the Court will be at the contract price. Payment for manufacturing materials delivered to and accepted by the Court and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and Contracting Officer; failure to agree to such amount shall be a dispute concerning a question or fact within the meaning of the Disputes clause of this contract. The Court 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 Court against loss because or outstanding liens or claims of former lien holders,

(e) If, after notice oftermination or 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 this clause, the rights and obligations of the parties shall. if the contract contains a clause providing for termination of convenience of the COUt1. be the same as if the notice of termination had been issued pursuant to such clause.

(f) The rights and remedies of the Court provided in this clause shall not be exclusive and arc in addition to any other rights and remedies provided by law or under this contract.

(g) As used in paragraph (c) or this clause. the tCl111 "subcoutracton s)" means subcontractorts) at any tier.

16. Termination for Convenience of the Court.

ta) The Court may terminate performance of work under this contract in whole or. from time to time. in pan: if the Contracting Officer determines that a termination is in the Court's interest. The Contracting Officer shall terminate by delivering to the Contractor a written Notice of Termination specifying the extent of termination and effective date.

(b) Afier receipt of a Notice of Termination. and except as directed by the Contracting Officer, the Contractor shall immediately proceed with the following obligations. regardless of any delay in determining or adjusting any amounts due under this clause:

(1) Stop work as specified in the notice.

(2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials. services. or facilities. except as necessary to complete the continued portion of the contract.

(3) Terminate all contracts to the extent they relate to the work terminated.

(4) Assign W the Court. as directed by the Contracting Officer. all rights, title and interest of the Contractor under the subcontracts terminated. in which case the Court will have the right to seule or pay any termination settlement proposal arising out of those terminations,

(5) With approval or ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts. The approval or ratification will be final for purposes of this clause.

(6) As directed by the Contracting Officer, transfer title and deliver to the Court (i) the fabricated or unfabricated parts, work in process. completed work, supplies. and other materials produced or acquired for the work terminated, and (ii) the completed or partially completed plans. drawings. information. and other property that, if the contract has been completed. would be required to be furnished to the Court.

(7) Complete performance of the work not terminated.

(8) Take any action that may be necessary, or that the Contracting Officer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Court has or may acquire an interest.

(9) Use its best efforts to sell, as directed or authorized by the Contracting Officer. any property of the types referred to in subparagraph (6) above: provided. however, that the Contractor (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by. and at prices approved by. the Contracting Officer. The proceeds of any transfer or disposition wi II be applied to reduce any payments to be made by the COUI1 under this contract. credited to the price or cost of the work. or paid in any other manner directed by the Contracting Officer.

\c) After the expiration or ninctv (90) J:ly:o. luI' such longer period :b ma~ he agreed to) after receipt by the Contracting Officer of acceptable inventory schedules. the Contractor may submit to the Contracting Officer a list. certified as to quantity anci quality of termination inventory not previously disposed of excluding items authorized for disposition by the Contracting Officer. The Contractormay request the Court to remove those items or enter into an agreement fur their storage. Within fifteen (15) days. the Court will accept title to those items and remove them or enter into a storage agreement. The Contracting Officer may verify the list upon removal of the items. or if stored, within forty five (45) days from submission of the list. and shall correct the list. as necessary. before final settlement.

(d) After termination. the Contractor shall submit a final termination settlement proposal 10 the Contracting Officer in the form and with the certification prescribed by the Contracting Officer. The Contractor shaII submit the proposal promptly. hut no later than one year from the effective date of termination. unless extended in writing by the Contracting Officer upon written request of the Contractor within this 011': year period. However. if the Contracting Officer determines that the facts justify it. a termination settlement proposal may be received and acted on after one year or any extension. If the Contractor fails to submit the proposal within the time allowed, the Contracting Officer may determine. on the basis of information available. the amount. if any. due to (he Contractor because of the termination and shall pay the amount determined.

(e) Subject to paragraph (d) above. the Contractor and the Contracting Officer may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However. the agreed amount.

whether under this paragraph (e) or paragraph (f) below, exclusive of costs shown in subparagraph (f)(3) below, may not exceed the total contract price as reduced by (1) the amount of payment previously made and (2) the contract price of work not terminated, The contract shall be amended, and the Contractor paid the agreed amount. Paragraph (f) below shall not limit. restrict. or affect the amount that may be agreed upon to be paid under this paragraph.

(f) If the Contractor and the Contracting Officer fail to agree on the whole amount to be paid because of the termination work. the Contracting Officer shall pay the Contractor the amounts determined by the Contracting Officer as follows. but without dupl ication of any amounts agreed on under paragraph (e) above:

(l) The contract price for completed supplies or services accepted by the Court (or sold or acquired under subparagraph (b)(9) above) not previously paid for. adjusted for any saving of freight and other charges.

(1) The total of:

(i) The- costs incurred in the performance of the \\ ark terminated. including initial costs and preparator) expense allocable thereto. but excluding any costs attributable to supplies or sen ices paid or to be paid under subparagraph (1)(1) above:

(ii) The cast de settling. and paying termination seulemern proposals under terminated subcontracts that are properly chargeable ttl the terminated portion of the ,'OI1lr;:Ct if nut included in subparagraph (f)( I, above: and

(iii) A sum. as profit on subparagraph m( I) above, determined by the Contracting Officer to be fair and reasonable: however. if it appears that the Contractor would have sustained a loss on the entire contract had it been completed. the Contracting Officer shall allow IW profit under this subparagraph

(iii) and shall reduce the settlement to reflect the indicated rate of loss.

(3) The reasonable cost ofsenlemcni otthc work terminated. including

(i) Accounting. legal. clerical. and other expenses reasonably necessary for the preparatinn of termination settlement proposals and supporting data:

(ii) The termination and settlement of subcontractors (excluding the amounts of such settlements): and

(iii) Storage, transportation. and other costs incurred. reasonably necessary for the preservation, protection. or disposition of the termination inventory.

{g) Except for normal spoilage. and except to the extent that the Court expressly assumed the risk of loss. the Contracting Officer shall exclude from the amounts payable to the Contractor under paragraph (f) above. the fair value as determined by the Contracting Officer, or property that is destroyed. lost. stolen. or damaged so as to become undeliverable to the Court or to a buyer.

(h) The Contractor shall have the right of appeal, under the Disputes clause. from any determination made by the Contracting Officer under paragraphs (d), (f) or (j), except that if the Contractor failed to submit the termination settlement proposal within the time provided in paragraph (d) or (D. and failed to request a time extension, there is no right of appeal. If the Contracting Officer has made a determination of the amount due under paragraph (d). (0 or (j). the Court will pay the Contractor (I) the amount determined by the Contracting Officer if there is no right of appeal or ifno timely appeal has been taken, or (2) the amount finally determined on an appeal.

(i) In arri. ing at the amount due the Contractor under this clause. there shall be deducted:

(I) All unliquidated advances or other payments to the Contractor under the termination portion of the contract:

(2) Any claim which the Court has against the Contractor under this contract; and

1]

(3) The agreed price for, or the proceeds of sale of, materials. supplies, or other things acquired by the Contractor or sold under the provisions of this clause and not t...ecovered by or credited to the COlin.

Ul [I' the termination is partial. the Contractor may file a proposal with the Contracting Officer for an equitable adjustment of the priceis) of the continued portion of the contract.

The Contracting Officer shall make any equitable adjustment agreed upon. Any proposal by the Contructor Ior an equitable adjustment under this clause shall be requested within ninety

(90) days from the effective date of term ination unless extended in writing by the Contracting Officer.

(k)( I) The Court may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the terminated portion of the contract. if the Contracting Officer believes the total or these payments will not exceed the amount to which the Contractor shall be entitled.

(2) If the toia 1payments exceed the amount finally determined to be due, the Contractor shall repay the excess to the Court upon demand together with interest computed at the rate of 10 percent (10%) per year. Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess payment is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or other disposition or termination inventory until 10days after the date of the retention or disposition, or a later date determined by the Contracting Officer because of the circumstances.

(I) Unless otherwise provided in this contract or by statute. the Contractor shall maintain all records and documents relating to the terminated portion of this contract for 3 years after final settlement. This includes all books and other evidence bearing on the Contractor's costs and expenses under this contract. The Contractor shall make these records and documents available to the Court. at the Contractor's office, at all reasonable times. without any direct charge. If approved b~ the Contracting Officer, photographs. micrographs. or other authentic reproductions may be maintained instead of original records and documents.

17. Termination of Contracts for Certain Crimes and Violations.

(a) The District may terminate without liability any contract and may deduct from the contract price or otherwise recover the full amount of any fee. commission, percentage. gift. or consideration paid in violation of this title if:

( I ) The Contractor has been convicted of a crime arising out of or in connection with the procurement of any work to be done or any paymeru to be made under (he contract: or

~2) There has been any breach or \ iolation of:

L-\) Any provision "I'th= PmLUr~l11~11t Practices ACl "r jl)S:'. as amended, or

(B) The contract provision against contingent fees.

(b) If a contract is terminated pursuant to this clause. the Contractor:

(1) ;vlay be paid only (he actual costs of the work performed to the date of termination. plus termination costs. if an>: and

(2) Shall refund all profits or fixed fees realized under the Contract.

(c) The rights and remedies contained in this arc in addition 10 any other right or remedy provided by law, and the exercise ofany of them is not a waiver of any other right or remedy provided by law.

18. Protests and Disputes.

Any protest or dispute arising under or out of this contract is subject to the provisions of Chapter 8 of the Procurement Guidelines of the District of Columbia Courts (August 2003 or subsequent modifications).

19. Independent Contractor Relationship.

It is expressly understood and agreed that the professional technical personnel assigned by the Contractor to work under this contract are the Contractor's employees or agents. Linder no circumstances are such individuals to be considered COUl1 employees or agents.

Contractor and its employees shall be considered in an independent contract relationship with the Court at all times.

20. \Securih', Contractor agrees that its employees shall treat as strictly confidential. all information received as a result of the performance of this contract. Such information will not, except as required by law. be disclosed to anyone outside of the Court's organization during the period of this contract or thereafter.

21. Officials nor to Benefit.

Unless a determination is made as provided herein. no officer or employee or tile District of Columbia goverumcnt shall be admitted to any share or part of this contract or to any benefit arising therefrom. and any contract made by the Contracting Officer or any Court employee authorized to execute coruracts in which they or an employee of the Court will be personally interested shall be void, and no payment shall be made thereon by the Court or any officer thereof, but this prov ision shall not be construed to extend to this contract to the extent that this contract is made with a corporation for the corporation' s general benefit. A District

1·\ employee shall nor be a pal1) to a contract with the Court and will not knowingly cause or allow a business (l1nC(TI1 or other organizarton owned or substantially owned or controlled b) the employee tl' be 3 part) to such a contract. unless a written determination has been made by the Court that there i-: ;1 compelling reason for contracting with the employee. such as when the C)u11' s needs cannot reasonably otherwise be mel.

22. Retention and Examination of Books.

The Contractor shall retain all.books. records, financial records. supporting documents.

statistical records. and any other documents (inc luding electronic storage media) pertinent to the contract for a period of three years after termination of the contract, or if an audit has been initiated and audit findings have not been resolved at the end of three years. the records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of the contract.

The Contractor shall assure that these records shall be subject at all reasonable times to inspection. review. or audit by Federal. Court. or other personnel duly authorized by the Contracting Officer.

The Contracting officer. or his or her duly authorized representative shall, until three years after final payment. have the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions related to this contract.

23. Recoven' of Debts Owed the Court.

The Contractor hereby agrees that the Court may usc all or any portion of any consideration or refund due the Contractor under this contract to satisfy. in whole or part, any debt due to the Court. •

24. ApproQl;atioD of Funds.

The Court's liability under this contract is contingent upon the availability of appropriated monies with which to make payment for the contract purposes. The legal liability on the part of the Court for the payment of any money shall not arise unless such appropriated monies shall have been provided.

25. Non-Discrimination in Employment.

(a) The Contractor shall not discriminate in any manner against an employee or applicant for employment because of actual or perceived: race. color. religion. national origin, sex. age.

marital status. personal appearance, sexual orientation. gender identity or expression. family responsibilities. genetic information. disability. matriculation, or political affiliation. as these terms are defined in the District of Colurnbia Human Rights Act. as amended (D.C. Official Code ~ 2-140I .02). The Contractor shall take affirmative action to ensure that applicants are employed. and that employees an: treated during employrneut, without regard to their race.

(,1101'. religion, national origin. sex. age. marital status. personal appearance. sexual orientation. gender idcntir. \\1" expression. family rcsponsibil itics. genetic information.

disahility , matricul.uion or political affiliation The affirmative action shall include. but not be Iimited to the I'll Iio\\ ing: employment. upgrading. or transfer: recruitment or recruitment advertising: demotion. layoff. ()J" termination: rates of pa;, or other fOI11lS of compensation:

and selection for training and apprenticeship.

(b) The Contractor agrees to post in conspicuous places. available to employees and applicants for employment. notices scning forth the provisions in paragraph (a) of this clause.

(C) The Contractor shall. in all solicitations or advertisements tor employees placed by or on behalf of the Contractor. state that all qualified applicants will receive consideration for employment without regard to their race. color. religion. national origin. sex, age. marital status. personal appearance, sexual orientation. gender identity or expression. family responsibilities. genetic information. disability. matriculation or political affiliation.

(d) The Contractor agrees to send each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising each labor union or worker' s representative or the commitment Contractor has made pursuant to paragraph n (a) of this clause.

(e) The Contractor agrees to permit the Contracting Officer or his or her designated representative access to the Contractor's books, records. and accounts. pertaining to its employment practices fur purposes of investigation to ascertain compliance with the provisions comaincd in this clause.

(I) The Contractor shall include in every subcontract the provisions contained in paragraphs (a), (b). (c). (dJ and (1:) of this clause so that such provisions will be binding upon each subcontractor.

26. Buy American Act.

(a) The Buy American Act (41 U.S.c. § lOa) provides that the District of Columbia give preference to domestic end products. "Components:' as used in this clause. means those articles, materials, and supplies incorporated directly into the end products. "Domestic end product:' as used in this clause, means ( I) an un-manufactured end product mined or produced in the United States, or (2) an end product manufactured in the United States. if the cost of its componenis mined. produced. or manufactured in the United States. exceeds 50 percent of the COSl (If al\ its components, Components of foreign origin of the same class or kind as the products referred to in subparagraphs (b'l( 3) or (4) of this clause shall he treated as domestic. Scrap generated, collected. and prepared for processing in the United States is considered domestic. "End products:' as used in this clause, means those articles, materials.

and supplies to be acquired for public use under this contract.

(by The Contractor shall deliver only domestic end products, except those

( I ) For use outside the United States:

(2) For which the Court determines the COSllO 11..: unreasonable:

(3) For which the COUI1 determines that domestic preference would be inconsistent ..vith the public interest: \)r

(4) That the COUI1 determines ar~ nor mined. produced. or manufactured in the United States in sufficient and reasonably available commercial quantities or a satisfactory quality.

27. Service Contract Act of 1965.

(a) Definitions. "Act:" as used in this clause. means the Service Contract Act of 1965. as amended (41 USC. §351 et seq). "Contractor," as used in this clause. means the prime Contractor or any subcontractor at any tier. "Service employee," as used in this clause, means any person (other than a person employed in a bona fide executive, administrative, or professional capacity as detined in 29 CFR Part 541) engaged in performing a Court contract not exempted under 41 1.:.S.c. §356. the principal purpose or which is to furnish services in the United States, as defined in section 22.100 I of the Federal Acquisition Regulation. It includes all such persons regardless of the actual or alleged contractual relationship between them and a contractor or subcontractor.

(b) Applicability. To the extent that the Act applies. this contract is subject to the following provisions and to all other applicable provisions of the Act and regulations of the Secretary of Labor (19 CFR Part 4). All interpretations of the Act in Subpart C of 29 CFR Pan 4 are incorporated in this contract by reference. This clause does not apply to contracts or subcontracts administratively exempted by the Secretary of Labor or exempted by 41 U.S.C.

§356, as interpreted in Subpart C of 29 CFR Part 4.

(C) Compensation. (I) Each service employee employed in the performance of this contract by t~e Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor or the Secretary's authorized representative. as specified in any wage determination attached to this contract.

(2)(A) If a wage determination is attached to this contract. the Contractor shall classify any class of service employee not listed in it. but to be employed under this contract (i.e., the work to be performed is not performed by any classification listed in the wage determination) so as to provide a reasonable relationship (i .e.. appropriate level.of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class or employees shall be paid the monetary "ages and furnished the fringe benefits as are determined pursuant to the procedures ill this paragraph tc I.

(B) This conforming procedure shall be initiated by the Contractor prior to the performance of COntract work by the unlisted class of employee. The Contractor shall submit \;tanJ;lrd lorn: (sr') l;f~-L Request for Authorization of Additional Claxsification and Rate. to the Contracting Officer 110 later than 30 days after the unlisted class of employcc performs any contract work. The Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1~44 (which must include information regarding the agreement or disagreement of the employees' authorized representatives or the employees themselves together with the ;lgcncy recommendation). and all pertinent information to the Wage and Hour Division. Employment Standards Administration (ESA). U.S. Department of Labor.

The Wage and Hour Division will approve. nh)dil'). or disapprove the action or render a final determination in the event of disagreement within 30 days of receipt or \\ ill notij~ the C\)ntracting Officer within 30 days of receipt that additional time is necessary.

(e) The final determination ofthe conformance action by the Wage and Hour Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor of the action taken. Each affected employee shall be furnished by the Contractor with a written copy of such determination or it shall be posted as a pan of the wage determination.

(D)(i) The process of establishing wage and fringe benefit rates that bear a reasonable relationship to those listed in a wage determination cannot be reduced to any single formula. The approach used may \ at') from wage determination to wage determination depending 011 the circumstances. Standard wage and salary administration practices which rank various job classifications by pay grade pursuant to point schemes or other job factors may. for example. be relied upon. Guidance may also be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of any conformable wage raters) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the duties performed.

" (ii) In the case of a contract modification. an exercise of an option. or extension of an existing contract. or in any other case where a Contractor succeeds to a contract under which the classification in question was previously conformed pursuant 10 this paragraph (c). a new conformed wage rate and fringe benefits may he assigned to the conformed classification by indexing ti.c .. adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or decrease. where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract which are listed in the current wage determination, and those specified for the corresponding classifications in the previously applicable wage determination.

Where conforming actions an; accomplished in accordance with this paragraph prior to the performance of contract work by the unlisted class of employees. the Contractor shall advise the Contracting Officer of the action taken but the other procedures in subparagraph Ic)(2)(13) of this clause need not be followed.

t H

(iii) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable minimum wage specified under section 6(3)( I) of the Fair Labor Standards Act of 1938, as amended,

(E) The wage rate and fringe benefits finally determined under subparagraph (c)(2 )ot" this clause shall be paid to all…