Exhibit A - BQ General Clauses Updated 2.1.23.pdf

EXHIBIT "A”

General Provisions for Bachelor Quarters (BQ) Leases

GENERAL CLAUSES

UPDATED 2/1/2023

Clause No. Clause Title

1 Definitions

2 Administration

3 Payment Due

4 Interest on Overdue Payments

5 Availability of Funds

6 Government Expenditure

7 Lessor Rental Covenant

8 Applicable Codes and Ordinances

9 Insurance

10 Damage by Fire or Other Casualty

11 Joint Inspections and Condition Reports

12 Maintenance of Premises, Household Furnishings, Cleaning and Painting Actions

13 Inspection Upon Surrender of the Leased Premises

14 Damage to Any or All Household Items and Window or Door

Screens

15 Delivery and Condition

16 Time Extensions

17 Termination for Default of Occupancy Readiness

18 Inspection of Premises

19 Subletting and Assignment

20 Failure in Performance

21 Disputes

22 Examination of Records by Comptroller General

23 Examination of Records by U.S. Navy

24 Gratuities

25 Covenant Against Contingent Fees

26 Assignment of Claims

27 Equal Opportunity

28 Utilization of Small Business Concerns and Small

Disadvantaged Business Concerns

29 Utilization of Women-Owned Small Businesses

30 Equal Opportunity for Veterans

31 Employment Reports on Veterans

32 Equal Opportunity for Workers with Disabilities

33 Anti-Kickback Procedures

34 Notification of PCB Hazardous Condition

35 Crimes, Debarments, Suspensions, and Defaults

36 Protecting the Government’s Interest when Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment

37 Statement of Lease

38 Warranty of Space

39 Termination – Erroneous Representation Concerning

Polychlorinated Biphenyls (PCBs) and/or Hazardous Waste

Management

40 Drug-Free Workplace

41 Price Adjustment for Illegal or Improper Activity

42 Display Advertising

43 Housing Non-Discrimination

44 Movement for Convenience of Lessor

45 Payment by Electronic Funds Transfer – System for Award

Management

46 System for Award Management Maintenance

47 Prohibition of Segregated Facilities

48 No Waiver

49 Successors Bound

GENERAL CLAUSES

1. DEFINITIONS

a. The terms “offer” and “Offeror,” and “contract” and “Contractor” shall mean “Lease” and “Lessor”, respectively.

b. If the lease is a sublease, the term “Lessor” means the sublessor.

c. The term “Lessor shall provide” means the Lessor shall furnish and install.

d. The term “occupant(s)” shall mean the individual(s) assigned by a Navy ship or submarine to reside in or an individual dwelling unit(s), Long-stay hotel room(s) within the lease.

e. The term “general cleaning” means cleaning toilets, sinks, tub/showers, floors, stoves, microwaves (if applicable), dishwashers, and refrigerator in order to make unit ready for new check-in.

f. Except as expressly otherwise noted, the term “Real Estate Contracting Officer ” as used herein includes the Government’s Real Estate Contracting Officer (RECO).

2. ADMINISTRATION – Notices to the Government shall be sent to the following:

a. The Government’s Real Estate Contracting Officer:

Commander, Naval Facilities Engineering Systems Command, Atlantic ATTN: Code RE-DES 6506 Hampton Boulevard Norfolk, Virginia 23508-1278 Telephone (757) 322-4910

b. The Local Representative of the Government:

Supervisor of Shipbuilding, Conversion and Repair, USN ATTN: Huntington Hall Housing 3100 Huntington Avenue Newport News, Virginia 23607 Telephone (757) 688-3275

c. Correspondence about Rent Payment shall be addressed to the above and to:

Supervisor of Shipbuilding, Conversion and Repair, USN 4101 Washington Avenue Bldg. 2 Newport News, Virginia 23607 Telephone (757) 688-1739

3. PAYMENT DUE

The initial monthly rental payment under this lease shall become due on the first workday of the month following the month in which the occupancy of space is effective. As provided for by the lease, subsequent rent shall be paid in arrears, and will be due on the first workday of each successive month.

4. INTEREST ON OVERDUE PAYMENTS

The Prompt Payment Act, Public Law 97-177 (96 State. 85, 31 USC 3901 et seq.) is applicable to payments under this contract and requires the payment to Contractors of interest on overdue payments and improperly taken discounts. Determinations of interest due will be made in accordance with the provisions of the Prompt Payment Act and Office of Management and Budget Circular A-125.

5. AVAILABILITY OF FUNDS

All payments by the Government due under this lease cannot exceed the amount of appropriations available at the time such payments are due hereunder. Additionally, nothing contained in this lease shall be considered as implying that the Congress of the United States of America will, at any later date, appropriate sufficient funds to meet any deficiencies hereunder.

6. GOVERNMENT EXPENDITURE

The total maximum annual expenditure by the Government hereunder, including rental and the cost of utilities, maintenance, services, and operation, whether obtained by the Government through this lease or independently of this lease may not exceed the statutory ceiling established by the Congress of the United States for each year of this lease or any renewal thereof.

7. LESSOR RENTAL COVENANT

Lessor expressly covenants that the rental payment amounts stipulated in Clauses 3 and 5 of this lease constitute the entire consideration for the lease and that the Lessor has not and shall not enter into any separate agreement with the occupant of the leased premises for any financial obligation of one to the other arising out of occupancy of the premises hereunder.

8. APPLICABLE CODES AND ORDINANCES

Lessor shall comply with all Federal, state and local laws applicable to the Lessor as owner or lessor or both, of the building or premises, including, without limitation, laws applicable to the construction, ownership, alteration or operation of both or either thereof, and will obtain all necessary permits, licenses and similar items at Lessor’s expense. The government will comply with all Federal, state and local laws applicable to and enforceable against it as a tenant under this lease; provided that nothing in this lease shall be construed as a waiver of any sovereign immunity of the Government. The lease shall be governed by Federal law.

9. INSURANCE

The Lessor shall maintain fire and extended coverage insurance on the premises, in such reasonable amounts as Lessor may desire, and at Lessor's expense. Each policy of insurance maintained by the Lessor, as required hereunder, shall contain an endorsement reading substantially as follows: "The insurer waives any right of subrogation against the United States of America which might arise by reason of any payment made under this policy."

10. DAMAGE BY FIRE OR OTHER CASUALTY

If fire or other casualty destroys the said premises, this lease will immediately terminate. In case of partial destruction or damage, so as to render the premises untenantable, as determined by the Government, the Government may terminate the lease by giving written notice to the Lessor within fifteen (15) calendar days thereafter; if so terminated, no rent will accrue to the Lessor after such partial destruction or damage; and if not so terminated, the rent will be reduced proportionately by supplemental agreement hereto effective from the date of such partial destruction or damage. Nothing in this lease shall be construed as relieving Lessor from liability for damage to or destruction of property of the United States of America by the willful or negligent act or omission of Lessor.

11. JOINT INSPECTIONS AND CONDITION REPORTS

A joint physical inspection and condition report of the leased premises including all equipment, fixtures, and appurtenances furnished by the Lessor shall be made as of the effective date of this lease and at the expiration or early termination of this lease, reflecting the then present condition, and will be signed on behalf of the parties hereto. Both a Lessor Representative and a Government Representative shall be present at both scheduled inspections.

The Government shall keep, and at the expiration or termination of this lease, deliver up the premises in as good order and condition as the same are now, reasonable wear and tear and damages by accidental fire excepted. Accidental fire is intended to include all fires not caused by the intentional acts of the Government's agents or employees.

Neither the Government’s acceptance of the premises for occupancy, nor the Government’s occupancy thereof, shall be construed as a waiver of any requirement of or right of the Government under this Lease, or as otherwise prejudicing the Government with respect to any such requirement or right.

12. MAINTENANCE OF PREMISES, HOUSEHOLD FURNISHINGS, CLEANING AND

PAINTING ACTIONS

The Lessor shall maintain the demised premises, including the building and all equipment, fixtures, and appurtenances furnished by the Lessor under this lease in good repair and tenantable condition, in accordance with the specifications outlined in Exhibit “B", except in case of damage arising from the act or the negligence of the Government's agents, employees, or occupants. For the purpose of so maintaining said premises and property, the Lessor may at reasonable times, and with the approval of the Real Estate Real Estate Real Estate Contracting Officer or his/her authorized representative, enter and inspect the same and make any necessary repairs thereto. Should the Lessor fail to perform, the Government shall have the right of recourse identified in Clause 20 of this Lease.

Following the inspection made as of the effective date of this lease, the Lessor hereby agrees, upon request by the Government, to replace and/or restock at no additional cost to the Government or any occupant, any damaged or missing household furnishings, identified with quantities specified, in Exhibit “C” of this Lease.

The Lessor agrees to replace and/or recharge, at no additional cost to the Government, any fire extinguisher(s) supplied under the terms of this lease if found to be discharged or expired.

The Lessor hereby agrees to perform, upon request by the Government and at no additional cost to the Government, a general cleaning including appliances, furnishings, and professional steam cleaning of all carpeted areas upon termination of a leased unit and/or at a change in assigned occupancy resulting in unit vacancy. Said general cleaning shall occur no more frequently than once per year. Repainting and/or general cleaning shall not be performed upon request of occupants nor without the approval of the Real Estate Real Estate Contracting Officer.

13. INSPECTION UPON SURRENDER OF THE LEASED PREMISES

It is understood and agreed herein that the Government may terminate this lease IN WHOLE OR IN PART at any time by giving at least thirty (30) days’ notice in writing to the LESSOR, notice being effective the date of mailing, electronic mailing or facsimile transmission and no rental shall accrue after the effective date of termination. Said notice shall be computed commencing with the day after the date of mailing.

Upon receipt of a termination notice, or during the final month of this lease, Lessor shall:

a. Pre-inspect the unit after tenant has vacated;

b. Schedule a joint inspection, as required under Clause 11, with the Government’s Real Estate Real Estate Contracting Officer to document condition of vacated unit; and

NOTE: Lessor shall not make any repairs, changes, or modifications to a unit before the joint inspection with the Government.

c. Submit any damage claims, at the fair/depreciated value along with proof of payment and pertinent supporting documentation (cleaning expenses, repairs, carpet replacement, and/or excessive removal of abandoned belongings), to the Real Estate Real Estate Contracting Officer with copy to the Government’s authorized local representative within thirty (30) days of the joint inspection.

At the termination or expiration of this lease, the Government and Lessor shall execute a “Settlement and Special Release Agreement” reflecting the final resolution of all conditions under this lease.

14. DAMAGE TO ANY OR ALL HOUSEHOLD ITEMS AND WINDOW OR DOOR SCREENS

It is understood and agreed herein that the Government shall not be liable for loss or damage to window and door screens, or any of the household items listed Clause 12, above, and the Government shall be held harmless and free of liability for any such loss or damaged incurred.

15. DELIVERY AND CONDITION

The space shall be delivered ready for occupancy as a complete unit.

All furniture, appliances, household furnishings, and other items identified in Exhibits “B” and “C” to this lease shall be assembled and ready for use. Lessor shall remove from the premises, all packaging materials prior to the Government’s acceptance and occupancy.

The Government shall pay rent only when the entire premises or suitable dwelling units are ready for occupancy. The Government shall appropriately prorate the rent in the event of a delayed acceptance of any dwelling unit or in the event of an identified deficiency under the requirements of Exhibits “B” or “C” to this lease that causes an occupancy delay.

16. TIME EXTENSIONS

The lease shall not be terminated, nor the Lessor charged with resulting damage, if delays arise from unforeseeable causes beyond the control of the Lessor and/or his contractors, subcontractors, suppliers, or another Government contractor; however, the Lessor shall notify the Real Estate Real Estate Contracting Officer , in writing, of any delay within ten (10) calendar days after it begins. The Real Estate Real Estate Contracting Officer shall ascertain the facts, determine the extent of the delay, and grant extensions when justified.

17. TERMINATION FOR DEFAULT OF OCCUPANCY READINESS

If the Lessor fails to prosecute the work required to deliver the leased premises ready for occupancy by the Government with such diligence as will ensure delivery of the leased premises within the time required by the lease, or any extension of the specified time, or if the Lessor fails to complete said work within such time, the Government may, by written notice to the Lessor, terminate the lease agreement. Regardless of whether the lease is terminated, the Lessor and his/her sureties shall be liable for any damage to the Government resulting from Lessor’s failure to deliver the premises ready for occupancy within the specified time.

18. INSPECTION OF PREMISES

It is understood and agreed herein that the premises, building, and/or any parts thereof, must be accessible for inspection by the Real Estate Real Estate Contracting Officer and his/her designated representatives at all times after receipt of offers, before/after acceptance of offers, and/ or during construction, remodeling, or renovation, the premises and the building and/or any parts thereof, upon reasonable and proper notice to the Lessor.

Periodic review, tests, and inspections by the Government shall not be construed to represent approval of Lessor's progress. The Lessor shall remain solely responsible for designing, constructing, operating, and maintaining the leased premises in full accordance with the requirements of the solicitation and lease.

The Government reserves the right, upon reasonable notice, to:

a. Inspect and perform bulk sampling and analysis of suspected asbestos containing materials;

b. Monitor the air for asbestos fibers in the space under lease as well as other areas of the building deemed necessary by the Real Estate Contracting Officer;

c. Inspect the premises for leaks, spills, or other potentially hazardous conditions, which may involve tenant exposure to hazardous or toxic substances (e.g. polychlorinated biphenyls); and

d. Inspect the site upon which the space is offered for any current or past hazardous waste operations, and ensure that appropriate mitigating actions were taken to alleviate any environmentally unsound activities in accordance with Federal, State, and local regulations.

19. SUBLETTING AND ASSIGNMENT

The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reason of any such subletting. The Government may at any time assign the lease, and be relieved from all obligations to Lessor under this lease excepting only prorated amount of any unpaid rent and other liabilities, if any, that have accrued to the date of said assignment. Any assignment shall be subject to prior written consent of Lessor, which shall not be unreasonably withheld.

20. FAILURE IN PERFORMANCE

The covenant to pay rent and the covenant to provide any service, utility, maintenance, replacement or repair required under this lease are interdependent. In the event of failure by the Lessor to provide any of these items, at the Government’s option, the Government may:

a. relocate the occupants assigned to the leased unit, at the expense of the Lessor;

b. perform the service, maintenance, utility, replacement, or repair by contract or otherwise, and charge Lessor any cost incurred by the Government related to the performance of such service, maintenance, utility, or repair including any administrative costs, and deduct such cost from any rental payments. If the Government elects to perform any such requirement, the Government and each of its contractors shall be entitled to access to any and all areas of the building, access to which is necessary to perform any such requirement, and the Lessor shall provide and facilitate such access. No deduction from rent pursuant to this clause shall constitute a default by the Government under this lease;

c. reduce rental payments by the corresponding value of the lease requirement not performed, as determined by the Real Estate Real Estate Contracting Officer;

d. terminate the lease agreement by written notice to the Lessor.

These remedies are not exclusive and are in addition to any other remedies, which may be available under this contract or in the law.

21. DISPUTES

a. This lease contract is subject to the Contract Disputes Act of 1978 (41 USC 7101-7109) (the Act).

b. Except as provided in the Act, all disputes arising under or relating to this lease shall be resolved under this clause.

c. "Claim," as used in this clause, means a written demand or written assertion by the Lessor or the Government seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of lease terms, or other relief arising under or relating to this lease. A claim arising under this lease, unlike a claim relating to this lease, is a claim that can be resolved under a lease clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the Lessor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by subparagraph (d) below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

d. A claim by the Lessor shall be made in writing and submitted to the Real Estate Real Estate Contracting Officer for a written decision within 6 years after the claim arises. A claim by the Government against the Lessor shall be subject to a written decision by the Real Estate Real Estate Contracting Officer.

(1) The Lessor shall provide the certification specified in subparagraph d (3) of this clause when submitting any claim--

i. Exceeding $100,000; or

ii. Regardless of the amount claimed, when using--

1. Arbitration conducted pursuant to 5 U.S.C. 575-580; or

2. Any other alternative means of dispute resolution (ADR) technique that the agency elects to handle in accordance with the Administrative Dispute Resolution Act (ADRA).

(2) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(3) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Lessor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Lessor."

(4) The certification may be executed by any person duly authorized to bind the Lessor with respect to the claim.

e. For Lessor claims of $100,000 or less, the Real Estate Real Estate Contracting Officer must, if requested in writing by the Lessor, render a decision within 60 days of the request. For Lessor-certified claims over $100,000, the Real Estate Real Estate Contracting Officer must, within 60 days, decide the claim or notify the Lessor of the date by which the decision will be made.

f. The Real Estate Real Estate Contracting Officer’s decision shall be final unless the Lessor appeals or files a suit as provided in the Act.

g. At the time a claim by the Lessor is submitted to the Real Estate Real Estate Contracting Officer or a claim by the Government is presented to the Lessor, the parties, by mutual consent, may agree to use ADR. When using arbitration conducted pursuant to 5 U.S.C. 575-580, or when using any other ADR technique that the agency elects to handle in accordance with the ADRA, any claim, regardless of amount, shall be accompanied by the certification described in subparagraph d (3) of this clause, and executed in accordance with subparagraph d (4) of this clause.

h. The Government shall pay interest on the amount found due and unpaid by the Government from:

(1) The date the Real Estate Real Estate Contracting Officer receives the claim (property certified, if required); or

(2) The date payment otherwise would be due, if that date is later, until the date of payment.

With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Real Estate Real Estate Contracting Officer initially receives the claim.

Simple interest on claims shall be paid at the rate fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Real Estate Real Estate Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

i. The Lessor shall proceed diligently with the performance of the lease, pending final resolution of any request for relief, claim, appeal, or action arising under the lease, and comply with any decision of the Real Estate Real Estate Contracting Officer.

22. EXAMINATION OF RECORDS BY COMPTROLLER GENERAL

a. This clause applies if this contract exceeds $10,000 and was entered into by negotiation.

b. The Comptroller General of the United States or a duly authorized representative from the General Accounting Office shall, until 3 years after final payment under this contract or for any shorter period specified in Federal Acquisition Regulation (FAR) Subpart 4.7, Contractor Records Retention, have access to and the right to examine any of the Contractor's directly pertinent books, documents, paper, or other records involving transactions related to this contract.

c. The Contractor agrees to include in first-tier subcontracts under this contract a clause to the effect that the Comptroller General or a duly authorized representative from the General Accounting Office shall, until 3 years after final payment under the subcontract or for any shorter period specified in FAR Subpart 4.7, have access to and the right to examine any of the subcontractor's directly pertinent books, documents, paper, or other records involving transaction related to the subcontract. "Subcontract," as used in this clause, excludes:

(1) Purchase orders not exceeding $10,000; and

(2) Subcontracts or purchase orders for public utility services at rates established to apply uniformly to the public, plus any applicable reasonable connection charge.

d. The periods of access and examination in paragraphs (b) and (c) above for records relating to:

(1) Appeals under the Disputes clause;

(2) Litigation or settlement of claims arising from the performance of this contract: or

(3) Costs and expenses of this contract to which the Comptroller General or a duly authorized representative from the General Accounting Office has taken exception shall continue until such appeals, litigation, claims, or exceptions are disposed of.

23. EXAMINATION OF RECORDS BY U.S. NAVY

The Contractor agrees that the U.S. Navy or any of its duly authorized representatives shall, until the expiration of 3 years after final payment under this contract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, paper, and records of the Contractor involving transactions related to this contract or compliance with any clauses there under. The Contractor further agrees to include in all his subcontractors hereunder a provision to the effect that the subcontractor agrees that the Secretary of the Navy or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under the subcontract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract or compliance with any clauses there under. The term "subcontract" as used in this clause exclude (a) purchase orders not exceeding $10,000 and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

24. GRATUITIES

a. The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative:

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official or employee of the Government; and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

b. The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

c. If this contract is terminated under paragraph (a) above, the Government is entitled:

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee.

d. The rights and remedies of the Government 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.

25. COVENANT AGAINST CONTINGENT FEES

a. The Lessor warrants that no person or selling agency has been employed or retained to solicit or secure this lease upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this lease without liability or in its discretion to deduct from the rental-price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. (Licensed real estate agents or brokers having listings on property for rent, in accordance with general business practice, and who have not obtained such licenses for the sole purpose of effecting this lease, may be considered as bona fide employees or agencies within the exception contained in this clause.)

b. "Bona fide agency," as used in this clause, means an established commercial or selling agency (including licensed real estate agents or brokers), maintained by a Contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

c. "Bona fide employee," as used in this clause, means a person, employed by a Contractor and subject to the Contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

d. "Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

e. "Improper influence," as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

26. ASSIGNMENT OF CLAIMS

a. The Contractor, under the Assignment of Claims Act, as amended, 31 USC 3727, 41 USC 6305 (hereafter referred to as "the Act"), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence.

b. Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract.

c. The Contractor shall not furnish or disclose to any assignee under this contract any classified document (including this contract) or information related to work under this contract until the Real Estate Contracting Officer authorizes such action in writing.

27. EQUAL OPPORTUNITY

a. Definitions. As used in this clause -

“Compensation” means any payments made to, or on behalf of, an employee or offered to an applicant as remuneration for employment, including but not limited to salary, wages, overtime pay, shift differentials, bonuses, commissions, vacation and holiday pay, allowances, insurance and other benefits, stock options and awards, profit sharing, and retirement.

“Compensation information” means the amount and type of compensation provided to employees or offered to applicants, including, but not limited to, the desire of the Contractor to attract and retain a particular employee for the value the employee is perceived to add to the Contractor's profit or productivity; the availability of employees with like skills in the marketplace; market research about the worth of similar jobs in the relevant marketplace; job analysis, descriptions, and evaluations; salary and pay structures; salary surveys; labor union agreements; and Contractor decisions, statements and policies related to setting or altering employee compensation.

“Essential job functions” means the fundamental job duties of the employment position an individual holds. A job function may be considered essential if –

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(2) The function or duties of the position include protecting and maintaining the privacy of employee personnel records, including compensation information.

“Gender identity” has the meaning given by the Department of Labor's Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html.

“Sexual orientation” has the meaning given by the Department of Labor's Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html.

“United States” means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

b. Applicability:

(1) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with this clause, except for work performed outside the United States by employees who were not recruited within the United States. Upon request, the Contractor shall provide information necessary to determine the applicability of this clause. The Contractor shall post in conspicuous places available to employees and applicants for employment the notices that explain this clause.

(2) If the Contractor is a religious corporation, association, educational institution, or society, the requirements of this clause do not apply with respect to the employment of individuals of a particular religion to perform work connected with the carrying on of the Contractor's activities ( 41 CFR 60-1.5).

c. During performance of this contract, the contractor agrees as follows:

1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5.

2. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. This shall include, but not be limited to:

i. Employment;

ii. Upgrading;

iii. Demotion;

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iv. Transfer;

v. Recruitment or recruitment advertising;

vi. Layoff or termination;

vii. Rates of pay or other forms of compensation; and

viii. Selection for training, including apprenticeship.

3. The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Real Estate Contracting Officer that explain this clause.

4. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

5.

i. The Contractor shall not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This prohibition against discrimination does not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

ii. The Contractor shall disseminate the prohibition on discrimination in paragraph (c)(5)(i) of this clause, using language prescribed by the Director of the Office of Federal Contract Compliance Programs (OFCCP), to employees and applicants by

1. Incorporation into existing employee manuals or handbooks; and

2. Electronic posting or by posting a copy of the provision in conspicuous places available to employees and applicants for employment.

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6. The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Real Estate Contracting Officer advising the labor union or workers' representative of the Contractor's commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment.

7. The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

8. The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms.

9. The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order.

10. If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law.

11. The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the…