525 Central Office Equipment Contract (Including installatio

UNITED STATES DEPARTMENT OF AGRICULTURE
Rural Electrification Administration
BULLETIN 1755E-525

SUBJECT:
TO:

Central Office Equipment Contract (Including
Installation) REA Contract Form 525

All Telephone Borrowers
REA Telephone Staff

EFFECTIVE DATE:
EXPIRATION DATE:
rulemaking

July 18, 1994
Date of change of 7 CFR part 1755.525, by

OFFICE OF PRIMARY INTEREST: Central Office Equipment Branch,
Telecommunications Standards Division
FILING INSTRUCTIONS:

File with 7 CFR 1755 and on REANET.

PURPOSE: This bulletin provides a user-friendly reformatting of
the Central Office Equipment Contract (Including Installation),
(REA Form 525), codified at 7 CFR §1755.525, as published on
June 17, 1994, at 59 FR 31120. This bulletin presents the
codified REA Form 525 in a detachable, usable format.
Every effort has been made to ensure the accuracy of this
document. However, in case of discrepancies, the regulation at
7 CFR §1755.525 is the authorized source.

Adam Golodner
_______________________________
Administrator

7/11/94
_____________________________
Date

REA Bulletin 1755E-525
Page 2
TABLE OF CONTENTS
1.

General

2.

Instructions for Use

Central Office Equipment Contract (Including Installation) REA
Form 525
INDEX:
Contract, Central Office Equipment (Including Installation) REA
Form 525

ABBREVIATIONS and ACRONYMS
CFR
EEO
REA
1.

Code of Federal Regulations
Equal Employment Opportunity
Rural Electrification Administration
GENERAL

The Central Office Equipment Contract (Including Installation)
REA Form 525 contained in this bulletin is a detachable, usable
reformatting of the Central Office Equipment Contract codified at
7 CFR §1755.525. This contract is to be used with any REA
financed central office equipment that requires the use of REA
Form 525.
Divestiture, competition, legislation, and regulation have
brought about many changes in the conduct of telecommunications
business. The revised Form 525 Contract incorporates these
changes into the Central Office Equipment Contract.
2.

INSTRUCTIONS FOR USE

Remove the attached REA Form 525 and use it with any REA financed
central office equipment that requires the use of REA Form 525.

P & S SERIAL NO ______________

Central Office Equipment
Contract
(Including Installation)
REA Contract Form 525

U.S. Department of Agriculture
Rural Electrification Administration

According to the Paperwork Reduction Act of 1995, an agency many not conduct or sponsor, and a person is not required to
respond, to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this
information collection is 0572-0059. The time required to complete this information is estimated to average 4 hours per response,
including the time for reviewing instructions, searching existing data sources, gathering and maintaining data needed, and
completing and reviewing the collection of information.

REA FORM 525 REV 7-94
REA FORM 525 REV 7-94

Page 2
NOTICE AND INSTRUCTIONS TO BIDDERS
CENTRAL OFFICE EQUIPMENT PROJECT
(Including Installation)
1. Sealed Proposals for the engineering, furnishing,
delivery, and installation of central office equipment, materials
and software for the ____________________________________________
_________________________________________________________________
(hereinafter called the "Owner") which is to be part of the
system known as__________________________________________________
_________________________________________________________________
to be financed pursuant to a loan contract between the Owner and
the United States of America (hereinafter called the
"Government") by the Administrator of the Rural Electrification
Administration (hereinafter called the "Administrator") will be
received by the Owner on or before
________o'clock,____.M.,________________________________________,
at_______________________________________________________________
_________________________________________________________________
at which time and place the Proposals will be publicly opened and
read. The Rural Telephone Bank may also be a party to the loan
contract.
2. The Bid Documents (composed of plans, specifications and
drawings), together with all necessary forms and other documents
for Bidders, may be obtained from the Owner or from the Engineer,
at the latter's office at _______________________________________
________________________________________________________________.
The Specifications may be examined at the office of the Owner or
at the office of the Engineer. A copy of the loan contract
between the Owner and the Government may be examined at the
office of the Owner.
Each set of Bid Documents will have a serial number, assigned by
the Engineer, and the number of each set with the name of the
Bidder will be recorded by the Engineer. Bids will be accepted
only from original Bidders, or from some other qualified Bidder
to whom such a set has been transferred by the original Bidder
with the approval of the Engineer prior to the pre-bid technical
session.
3. A pre-bid technical session will be held with each
Bidder during the week of ____________________________, 19__ at
_______________________________________________________________,
for the purpose of receiving the Bidder's Technical Proposal,
discussing details of the Project(s), and considering suggestions
from Bidders. The Owner shall attach to this Notice a list of
the information required in the Bidder's Technical Proposal.
Each Bidder will be given a specific time period for the pre-bid
technical session. At the pre-bid technical session, the Bidder
shall fully describe to the Owner any exceptions to the
Specifications the Bidder may request. In addition, the Bidder
shall identify all features and capabilities that are not fully

REA FORM 525 REV 7-94

Page 3
developed or do not have a verifiable satisfactory field
performance record. If the Owner decides to incorporate any
changes into the Specifications, the Owner shall furnish all
prospective Bidders a copy of the Specifications containing such
revisions (the "Revised Specifications") and all Bids shall be
made on the basis of the Revised Specifications. At this
session, the Bidder shall identify all documentation and
materials that it claims constitute agreed excluded documentation
under Section (2)(xi) of the Software License. The Bidder shall
claim as agreed excluded documentation only those items it may be
unable to provide to the Borrower as required by said Section
(2)(xi). The Engineer shall immediately provide a list of all
items so identified to [appropriate REA office]. The Engineer
shall inform the Bidder at least ______ days before the scheduled
bid opening whether either the Engineer or [REA] will reject the
Bid because of items so identified. Licensor agrees that certain
Licensed Software cannot be excluded from the requirements of
said Section (2)(xi), including but not limited to software that
would significantly impair the operation of the System, would
significantly impair the ability of the Owner to generate
revenue, or would pose a risk to REA loan security. If allowed,
the agreed excluded documentation shall be individually
identified in an attachment to the Bid. No bid shall be accepted
from a Bidder who fails to attend the pre-bid technical session
or fails to demonstrate to the Owner that its equipment meets the
requirements of the Plans and Specifications.
4. Proposals shall be submitted on the forms furnished by
the Owner and must be delivered in a sealed envelope addressed to
the Owner. The name and address of the Bidder, its license
number, if a license is required for bidding on a project by the
State, and the date and hour of the opening of bids must appear
on the envelope in which the Proposal is submitted. Proposals
must be in ink or typewritten. No alterations or interlineations
will be permitted, unless made, initialed, and dated before
submission.
5. Prior to the submission of the Proposal, the Bidder
shall make and shall be deemed to have made a careful examination
of the Specifications, forms of Bidder's Proposal and Acceptance,
and Contractor's Bond attached hereto, and shall become informed
as to the location and characteristics of the proposed central
office and remote terminal installations, features and services,
the transportation facilities, the kind of facilities required
before and during the delivery and installation of the equipment
and materials, the general local conditions and all other matters
that may affect the cost and the time of completion of the
installations. Bidders will be required to comply with all
applicable statutes, codes, and regulations, including those
pertaining to the licensing of contractors and the "Anti KickBack Acts," as amended, (40 U.S.C. 276c; 41 U.S.C. 51 et seq.)
and regulations issued pursuant thereto, and 18 U.S.C. 287, 874,
1001, as amended.

REA FORM 525 REV 7-94

Page 4
6. Each Proposal must be accompanied by a Bid Bond, in the
form attached, or a certified check on a bank that is a member of
the Federal Deposit Insurance Corporation, payable to the order
of the Owner, in an amount equal to ten percent (10%) of the
maximum possible bid price. The maximum possible bid price is
the sum of the total base bid, spare parts, maintenance tools and
all positive amounts for alternates. Each Bidder agrees that, if
its Proposal is one of the three low Proposals, its Bid Bond or
check shall be held by the Owner until a Proposal is accepted and
Contractor's Bond, when required, is furnished by the successful
Bidder and such acceptance has been approved by the
Administrator, or for a period not to exceed ninety (90) days
from the date hereinbefore set for the opening of Proposals
whichever period shall be the shorter. If such Proposal is not
one of the three low Proposals, the Bid Bond or check will be
returned to the Bidder within a period of thirty (30) days.
7. The successful Bidder will be required to furnish to the
Owner a Contractor's Bond in conformance with the requirements of
7 CFR Part 1788 Subpart C, Insurance for Contractors, Engineers,
and Architects.
8. Should the successful Bidder fail or refuse to furnish a
Contractor's Bond within thirty (30) days after written
notification of the award of the Contract by the Owner, the
Bidder will be considered to have abandoned the Proposal. In
such event, the Owner shall be entitled (a) to enforce the Bid
Bond in accordance with its terms, or (b) if a certified check
has been delivered with the Proposal, to retain from the proceeds
of the certified check the difference (not exceeding the amount
of the certified check) between the amount of the Proposal and
such larger amount for which the Owner may in good faith contract
with another party to construct the Project(s). The term
"successful Bidder" shall be deemed to include any Bidder whose
Proposal is accepted after another Bidder has previously refused
or has been unable to execute the Contract or to furnish a
Contractor's Bond.
9. If requested by the Owner or the Administrator, the
Bidder shall furnish evidence, satisfactory to the Owner and the
Administrator, that the Bidder has the necessary facilities,
ability, and financial resources to perform the Contract.
10. The Contract, when executed, shall be deemed to include
the entire agreement between the parties thereto and neither
party shall claim any modification thereof resulting from any
representation or promise made at any time by any officer, agent,
or employee of the other or by any other person.
11. The Owner reserves the right to waive minor
irregularities or minor errors in any Proposal, if it appears to
the Owner that such irregularities or errors were made through
inadvertence. Any such irregularities or errors so waived must
be corrected on the Proposal in which they occur prior to the

REA FORM 525 REV 7-94

Page 5
execution of any Contract which may be awarded thereon. Failure
to provide a Bid Bond or check as specified in item six (6) above
is not a minor irregularity.
12. The Owner reserves the right to reject any or all
Proposals.
13. The equipment to be furnished for all central offices
and remote switching terminals included in the Proposal is to be
of one and the same basic design. A Proposal submitted on any
other basis will not be considered.
14.

Equal Opportunity and Employment

(a) The Offeror's or Bidders's attention is called to the
"Equal Opportunity Clause" and the "Standard Federal Equal
Employment Specifications" set forth herein.
(b) The goals and timetables for minority and female
participation, expressed in percentage terms for the Contractor's
aggregate workforce in each trade on all construction work in the
covered area, are as follows:
┌─────────────Ú─────────────────────────┬───────────────────────Ì
│ Timetables ° Goals for minority
│ Goals for female
°
│
│ participation for each │ participation in
°
│
│ trade
│ trade
°
├─────────────┼─────────────────────────┼───────────────────────À
°
° (Insert goals for each │ (Insert goals for each°
°
° year.)
│ year.)
°
°
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°
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°
│
°
│
°
│
°
│
°
│
°
│
°
│
°
│
°
│
°
│
°
│
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│
°
│
°
│
°
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°
Û─────────────┴─────────────────────────┴───────────────────────┘
These goals are applicable to all the Contractor's
construction work (whether or not it is federal or federally
assisted) performed in the covered area. If the Contractor
performs construction work in a geographical area located outside
of the covered area, it shall apply the goals established for
such geographical area where work is actually performed. With
regard to this second area, the Contractor also is subject to the

REA FORM 525 REV 7-94

Page 6
goals for both its federally involved and nonfederally involved
construction.
The Contractor's compliance with Executive Order 11246 (3
CFR, 1963-1965 Comp., p. 340) and the regulations in 41 CFR Part
60-4 shall be based on its implementation of the Equal
Opportunity Clause, specific affirmative action obligations
required by the specifications set forth in 41 CFR 60-4.3(a), and
its efforts to meet the goals. The hours of minority and female
employment and training must be substantially uniform throughout
the length of the contract, and in each trade, and the Contractor
shall make a good faith effort to employ minorities and women
evenly on each of its projects. Transfer of minority or female
employees or trainees from Contractor to Contractor or from
project to project for the sole purpose of meeting the
Contractor's goals shall be a violation of the contract,
Executive Order 11246 and the regulations in 41 CFR Part 60-4.
Compliance with the goals will be measured against the total work
hours performed.
(c) The Contractor shall provide written notification to
the Director of the Office of Federal Contract Compliance
Programs within 10 working days of award of any construction
subcontract in excess of $10,000 at any tier for construction
work under the contract resulting from this solicitation. The
notification shall list the name, address and telephone number of
the subcontractor; employer identification number of the
subcontractor; estimated dollar amount of the subcontract;
estimated starting and completion dates of the subcontract; and
the geographical area in which the subcontract is to be
performed.
(d) As used in this Notice, and in the contract resulting
from this solicitation, the "covered area" is
_________________________________________________________________
_________________________________________________________________
(insert description of the geographical areas where the contract
is to be performed giving the state, county and city, if any.)
NOTE: Paragraph 14 is applicable to the extent required by
law. If applicable, certain information needs to be inserted at
subparagraphs (b) and (d). In determining whether and how this
paragraph is applicable, reference should be made to Office of
Federal Contract Compliance Programs regulations (41 CFR chapter
60).
By___________________________
OWNER
_____________________________
DATE

___________________________
TITLE

REA FORM 525 REV 7-94

Page 7
BIDDER'S PROPOSAL
TO
ENGINEER, FURNISH, DELIVER, AND INSTALL EQUIPMENT,
MATERIALS AND SOFTWARE
(Proposal shall be submitted in ink or typewritten)

To:_____________________________________________________________
(HEREINAFTER CALLED THE "OWNER")
The undersigned (hereinafter called the "Bidder") hereby
proposes to engineer, furnish, deliver, and install the
equipment, materials and software for each Project listed under
Column 1, "Project," in Article I, Section 1, and described in
the plans, specifications and drawings (hereinafter called the
"Specifications") prepared by the Owner and attached hereto and
made a part hereof, financed by a loan to the Owner made or
guaranteed by the United States of America, acting through the
Administrator of the Rural Electrification Administration
(hereinafter called the "Administrator"), or by loans to the
Owner by the United States of America and by the Rural Telephone
Bank, and designated __________________________________________.
The Bidder has become informed as to the location and
characteristics of the proposed installations, has become
informed as to the kind of facilities required before and during
the delivery and installation of the equipment, material, and
software and has become acquainted with the labor conditions
which would affect the work.
The Bidder agrees that if its bid is accepted the following
terms and conditions shall govern.
If, in submitting this Proposal, the Bidder has taken any
exception to the form of proposal furnished by the Owner, the
Bidder understands that the Owner and the Administrator may
evaluate the effect of such change as they see fit and they may
exclude the Proposal from consideration in determining the award
of the Contract.

REA FORM 525 REV 7-94

Page 8

Replace this page with Article I, Section 1
Available on hard copy only

REA FORM 525 REV 7-94

Page 9

Section 2. Acceptable Equipment. Unless otherwise
specified by the Owner (and agreed to in advance in writing by
REA), the Bidder agrees to furnish under this Proposal only
equipment which is currently covered by a letter of acceptance
issued by the Chairman, Committee "A" (Telephone). [Note: for
convenience of borrowers and others, domestically manufactured
products are included in REA Bulletin 1755I-100.] The Bidder
agrees also to furnish only materials, equipment and software
which are new and of most recent issue and manufacture, as of the
date of the bid opening, or of near future release for which the
Bidder can assure timely delivery.
Section 3. Changes in Project. The Owner, with the
approval of the Administrator, may from time to time during the
performance of the Contract effected by the acceptance of this
Proposal, make reasonable changes, additions to or subtractions
from the Specifications which are part of the Proposal as
conditions may warrant. However, if substantial changes in the
Project shall require an extension of time, a reasonable
extension will be granted if the Bidder shall make a written
request therefor to the Owner within thirty (30) days after any
such change is made. Further, if the cost to the Bidder shall be
increased or decreased by any such change or addition, the
Contract price shall be increased or decreased by a reasonable
amount in accordance with a contract amendment signed by the
Owner and the Bidder and approved by the Administrator. No claim
for additional compensation for any such change or addition will
be considered unless the Bidder shall have made a written request
therefor to the Owner prior to the commencement of work in
connection with such change or addition. The Delivery or
Completion of Installation times specified under Columns 5,
"Delivery", and 6, "Completion of Installation," in Article I,
Section 1, can only be changed by a Contract amendment approved
by the Bidder, the Owner and REA.
Section 4. Taxes. The bid prices herein set forth do not
include any amounts payable by the Bidder or the Owner on account
of taxes imposed by any taxing authority upon the sale, purchase
or use of materials, supplies, equipment or software to be
incorporated in the Project(s). If any such tax is applicable to
the sale, purchase or use of materials, supplies, equipment or
software hereunder, the amount thereof shall be stated separately
on all invoices and paid by the Owner.

REA FORM 525 REV 7-94

Page 10
ARTICLE II
Delivery and Installation
Section 1. Time of Completion of Installation. The time of
delivery of materials, equipment, and software and of Completion
of Installation are of the essence of this Contract. The Bidder
shall deliver the materials, equipment, and software required
hereunder for each Project upon the time intervals established
under Column 5, "Delivery," in Article I, Section 1, after the
Administrator shall have approved this Contract in writing, and
shall prosecute diligently and complete the installation of
materials, equipment and software for each Project in accordance
with the terms of this Contract and Specifications to the
satisfaction of the Owner and the Administrator within the number
of calendar days specified under Column 6, "Completion of
Installation," in Article I, Section 1. The times for such
Delivery or such Completion of Installation shall be extended for
the period of any reasonable delay due exclusively to causes
beyond the control and without the fault of the Bidder,
including, but not limited to, acts of God, fires, strikes,
floods, changes in the Specifications as herein provided, and
acts or omissions of the Owner with respect to matters for which
the Owner is solely responsible. However, no such extension of
time shall be granted the Bidder unless within thirty (30) days
after Bidder becomes aware of the happening of any event relied
upon by the Bidder for such an extension of time the Bidder shall
have made a request therefor in writing to the Owner. Further,
no delay in such time for delivery of materials, equipment and
software or Completion of Installation or in the progress of the
work shall result in any liability on the part of the Owner,
except that the Owner shall be responsible for and shall pay the
Bidder on demand all additional, supportable costs and expenses
incurred by the Bidder due to delays to the extent such delays
are caused by the Owner's failure to perform its obligations
under this Contract unless the Owner's failure to perform is
caused by forces beyond its control.
Section 2. Sequence of Installation. All Projects shall be
completed in the sequence in which they are listed under
Column 1, "Project," in Article I, Section 1.
Section 3. Supervision and Inspection. The Bidder shall
give sufficient supervision to the work at the site of the
Project(s), using the Bidder's best skill and attention. The
Bidder shall carefully study and compare all drawings,
specifications, and other instructions and shall promptly report
to the Owner any error, inconsistency or omission which Bidder
may discover. The Bidder shall keep on the Project(s) during its
progress a competent superintendent (hereinafter called the
"Superintendent") and any necessary qualified assistants, all
satisfactory to the Owner. The Superintendent shall represent
the Bidder and all directions given to the Superintendent by the
Owner shall be as binding as if given to the Bidder. When

REA FORM 525 REV 7-94

Page 11
requested by the Bidder, such directions shall be confirmed in
writing.
Section 4. Inspection and Tests. The installation of
materials, equipment and software hereunder and all materials,
equipment and software used therein shall be subject to the
inspection, test and approval of the Owner and Administrator, in
accordance with the Specifications. The Bidder shall furnish all
pertinent information required concerning the nature or source of
materials. The Owner and the Administrator shall have the right
to inspect pertinent records (other than manufacturing cost
information) of the Bidder and of any subcontractor relevant to
this Project(s). The Bidder shall provide all reasonable
facilities necessary for such inspection and tests, except that
the Bidder is not required to provide test equipment for the
Owner's tests unless specifically required in the Specifications.
Failure of the Owner to make inspections shall not release the
Bidder from performance required hereunder.
The Bidder shall notify the Owner in writing upon Completion
of Installation of each Project and provide a copy of the results
of tests, if any, conducted by the Bidder.
The Owner shall make inspections and tests of each Project
for compliance with the Specifications and provide the Bidder the
results of such inspections and tests on REA Form 517, Results of
Acceptance Tests. If the Owner has not completed its inspections
and tests and provided the Bidder the results on REA Form 517
within thirty (30) days after the written notification of
Completion of Installation from the Bidder, the Owner shall (1)
pay to the Bidder the costs incurred by the Bidder as a result of
this delay, and (2) grant an extension of time for the Completion
of the Project equal to the number of days from the date of the
end of the thirty (30) day period until the date the Owner
provides the REA Form 517 to the Bidder.
Within thirty (30) days of receipt of the REA Form 517 from
the Owner, the Bidder shall correct all deficiencies, if any,
listed on the REA Form 517 and notify the Owner in writing of
such corrections and deliver to the Owner the documents set forth
in Article III, Section 2, at which time a final Owner's
inspection and test of each Project shall be conducted. If tests
subsequent to this are made necessary by the Bidder's failure to
satisfactorily resolve all such deficiencies as previously listed
on the REA Form 517, the Bidder shall pay the Owner for the cost
incurred by the Owner for all such subsequent tests.
Section 5. Delivery of Possession and Control to the Owner.
The Bidder shall deliver to the Owner, and the Owner shall
accept, full possession and control of each Project on the date
of Completion of the Project or on an earlier date if agreed
under Article IV, Section 2.

REA FORM 525 REV 7-94

Page 12
Section 6. Employees. The Owner shall have
require the removal of any employee of the Bidder
Project site if in the judgment of the Owner such
necessary in order to protect the interest of the

the right to
from the
removal is
Owner.

Section 7. Defective Workmanship, Materials or Software.
Throughout the warranty period defined below the Bidder shall,
within thirty (30) days of written notice from the Owner, and
without charge to the Owner, at the Bidder's option, either
remedy or replace any materials, equipment or software found to
be defective in material, workmanship or installation, or not in
conformity with the Specification. This is subject to the
following definitions and conditions:
(a) The warranty start date for a Project is the date of
delivery of possession and control by the Bidder to the Owner of
that Project included in the Contract. Refer to Article II,
Section 5. The warranty period is twelve (12) months from the
warranty start date, or six (6) months from Completion of the
Project, whichever results in the longer period of coverage.
(b) Without regard to the expiration of the warranty period
set forth above, the Bidder warrants to the Owner that any
Software furnished under this Contract shall function, for a
period of five (5) years from the warranty start date defined in
the Contract, in accordance with the specifications and any
written or printed technical material provided by the Bidder to
explain the operation of the Software and aid in its use. The
Bidder shall correct all deficiencies within thirty (30) days
from the date of receipt by the Bidder of written notice of such
deficiencies from the Owner. An extension of this thirty (30)
day period may be allowed only if agreed upon by the Owner. It
shall be the Bidder's obligation to insert and thoroughly test,
at no charge to the Owner, any software amendment or alteration
provided to satisfy the obligations of this Section 7. If a
deficiency is detected or a correction made within the final
ninety (90) days of the warranty, the warranty shall be extended
to a date ninety (90) days after the deficiency has been
corrected.
(c) The Owner shall pay the Bidder for any use of the
Bidder's technical assistance center except for usage to diagnose
defects covered by this warranty.
(d) This warranty is not diminished by the acceptance of
workmanship, materials, equipment, or software, or by the issuing
of any certificate with respect to Completion of the Project.
(e) This warranty does not cover defects in materials,
equipment or software that are caused by modifications to or
abuse of materials, equipment or software by the Owner.
(f) The Owner shall bear the cost and risk of shipping
defective components to the Bidder's designated repair center.
The Bidder shall bear the cost and risk of shipping new or
repaired replacement components to the Owner.

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ARTICLE III
Payments and Releases of Lien
Section 1.

Payment to Bidder.

(a) The Owner shall pay the Bidder upon the basis of
written estimates of the materials, equipment, and software
delivered at the site of the Project, presented by the Bidder,
and approved by the Owner, the following percentages of the price
of the materials, equipment, and software for each Project set
forth under Column 2, "Materials, Equipment, and Software," in
Article I, Section 1, as and if revised:
(i) Forty-five percent (45%) when fifty percent (50%) of
the materials, equipment, and software for each Project has been
delivered at the site of the Project, and
(ii) Ninety percent (90%) when all the materials,
equipment, and software required to place each Project into
operation has been delivered at the site of the Project.
(b) Upon written notification of the Completion of
Installation of each Project, the Owner shall pay the Bidder
ninety percent (90%) of the Base Bid plus accepted alternates for
that Project.
(c) Upon the Completion of Installation, but prior to the
payment to the Bidder of any amount in excess of ninety percent
(90%) of the Total Contract Price, the Owner shall inspect the
work performed hereunder and if the work shall be found to be in
accordance with the Specifications and all provisions hereunder,
the Owner shall certify as to that fact and as to the amount of
the balance found to be due to the Bidder. No later than thirty
(30) days after Completion of the Contract, as defined in
Article VII, Section 1, "Definitions," the Owner shall submit
such final certificate to the Administrator for approval and when
such approval has been given, the Owner shall pay to the Bidder
all unpaid amounts to which the Bidder shall be entitled
hereunder; provided, however, such final payments shall be made
not later than sixty (60) days after Completion of the Contract
unless approval by the Administrator shall be withheld or delayed
due to Bidder's actions or failure to act.
(d) Payment on undisputed invoices submitted by the Bidder
shall be due thirty (30) days after receipt. Any amounts of
these invoices not paid when due shall accrue interest at a rate
one and one-half percent (1 1/2%) higher than the "Prime Rate"
published in the Wall Street Journal in its first issue of the
month in which payment becomes due and changing each subsequent
month with the first issue published in the respective month.
(e) Notwithstanding other provisions of this Article III,
the Bidder, shall, at its request in writing, receive payment in

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Page 14
full for each Project upon Completion of Installation of such and
upon:
(i) Completion of the final acceptance tests of such
Project as certified on REA Form 754, Certificate of Completion,
Central Office(s) and approved by the Owner.
(ii) Submission to the Owner and Administrator of the
releases of lien and Certificate of Contractor referred to in
Section 2 hereof or in lieu thereof, where the Bidder is the
manufacturer, the execution of the Certificate of Contractor and
Indemnity Agreement on REA Form 754, all in respect of such
Project.
(iii) Approval by the Administrator of the Certificate of
Completion, REA Form 754 in respect of such Project.
Ten percent (10%) of the contract price of one central office
shall be retained until the Bidder shall have furnished the
certificates and releases of lien or indemnity agreement in
respect of the Project required by Section 2 of this Article III.
(This Section 1(e) is to be used only if (1) the Contract
includes at least one central office and (2) the Owner wishes to
allow the partial closeout procedure. The Owner shall strike out
this Section 1(e) if the partial closeout procedure is not to be
allowed)
(f) Acceptance by the Owner of equipment, materials,
workmanship or software while the Bidder is in default under any
provision of this Contract shall not be construed as a waiver by
the Owner of any right hereunder including, without limitation,
any right to liquidated damages the Owner may have by virtue of
Article V, Section 2.
Section 2. Release of Liens. Upon the Completion of
Installation by the Bidder, but prior to the payment to the
Bidder of any amount in excess of ninety percent (90%) of the
Total Contract Price, except as specified in Article III, Section
1(e), the Bidder shall deliver to the Owner (a) two original
Waiver and Release of Lien in the form attached hereto, from
manufacturers, material suppliers and subcontractors who have
furnished materials or services for the work, and (b) two
original Certificate of Contractor, in the form attached hereto,
to the effect that all labor has been paid and that all such
releases have been submitted to the Owner; and the Owner shall
deliver to the Administrator for approval one of the originals of
each such release and certificate.
In lieu of releases of lien where the Bidder is the
manufacturer of the equipment, the Bidder may deliver to the
Owner, in duplicate in the form attached hereto, a Certificate of
Contractor and Indemnity Agreement, stating that all
manufacturers, material suppliers and subcontractors who have

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furnished materials or services for the Project(s) have been paid
in full, and agreeing to indemnify the Owner against any liens
arising out of the Bidder's performance hereunder which may have
been or may be filed against the Owner.
In this Article III "manufacturer" shall mean a Bidder who
makes, produces, or manufactures the equipment and whose
interest, including non-contracted installation, represent more
than fifty percent (50%) of the value of the Total Contract
Price.

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ARTICLE IV
Particular Undertakings of the Bidder
Section 1. Protection to Persons and Property. At all
times when equipment and materials are being delivered and
installed the Bidder shall exercise reasonable precautions for
the safety of employees on the job and of the public and shall
comply with all applicable provisions of Federal, State and
Municipal safety laws and building and construction codes. All
machinery and equipment and other physical hazards shall be
guarded in accordance with the "Manual of Accident Prevention in
Construction" of the Associated General Contractors of America
unless such instructions are incompatible with Federal, State or
Municipal laws or regulations. The following provisions shall
not limit the generality of the above requirements:
(a) The Bidder shall at all times keep the premises free
from accumulations of waste material or rubbish caused by its
employees or work, and at the completion of the work the Bidder
shall remove all rubbish from and about the Project(s) and all
its tools, scaffolding and surplus materials and shall leave its
work "broom clean."
(b) The work, from its commencement to completion, or to
such earlier date or dates when the Owner may take possession and
control, shall be under the charge and control of the Bidder and
during such period of control by the Bidder all risks in
connection therewith, and in connection with the equipment,
materials and software to be used therein, shall be borne by the
Bidder. The Bidder shall make good and fully repair all injuries
and damages to the equipment, materials and software under the
control of the Bidder by reasons of any act of God, or any other
casualty or cause whether or not the same shall have occurred by
reason of the Bidder's negligence. The Bidder shall hold the
Owner harmless from any and all claims for injuries of persons or
for damage to property happening by reason of any negligence on
the part of the Bidder or any of the Bidder's agents,
subcontractors or employees during the control by the Bidder of
the Project(s) or any part thereof. The Owner shall promptly
notify the Bidder in writing of any such claims received and,
except where the Owner is the claimant, shall give to the Bidder
full authority and opportunity to settle such claims, and
reasonably cooperate with the Bidder in obtaining information
relative to such claims.
(c) Monthly reports of all accidents shall be promptly
submitted to the Owner by the Bidder giving such data as may be
prescribed by the Owner.
Section 2. Termination of Bidder's Risks and Obligations.
The Bidder shall deliver to the Owner, and the Owner shall
accept, full possession and control of each Project on the date
of Completion of the Project. However, at any time after payment

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by the Owner to the Bidder of ninety percent (90%) of the Total
Base Bid plus accepted alternates for that Project, but prior to
Completion of the Project, the Owner and the Bidder may agree in
writing to an earlier date of delivery of possession and control.
Upon such delivery of possession and control of any Project the
Bidder's risks and obligations as set forth in Article IV,
Section 1(b), pertaining to such Project shall be terminated;
provided, however, that nothing herein contained shall relieve
the Bidder of its obligation for full performance under the
Specifications, or its liability with respect to defective
workmanship or materials as specified in Article II, Section 7
hereof. The equipment shall not be placed in service until
delivery of possession and control to the Owner has been
accomplished, as set forth above.
Section 3. Insurance. During the Bidder's performance
hereunder, the Bidder shall take out and maintain fully paid
insurance providing not less than the minimum coverage required
by 7 CFR Part 1788, Subpart C.
The Owner shall have the right to require public liability
insurance and property damage liability insurance in an amount
greater than those required in 7 CFR Part 1788, Subpart C. If
this requirement is included in the plans and specifications used
for bidding, the added costs shall be included in the bid price.
If the requirement is added after the Contract is approved, the
additional premium or premiums payable solely as the result of
such additional insurance shall be added to the Contract price,
by Contract amendment.
Upon request by the Administrator, the Bidder shall furnish
to the Administrator a certificate in such form as the
Administrator may prescribe evidencing compliance with the
foregoing requirements.
Section 4. Purchase of Materials. The Bidder shall
purchase all materials and supplies except software outright and
not subject to any conditional sales agreements, bailment lease
or other agreement reserving unto the seller any right, title or
interest therein. Materials and supplies other than software
shall become the property of the Owner as the Owner makes
payments therefor to the Bidder in accordance with Article III,
Section 1(a).
Section 5. Software License. The software licensing
agreement, if required, covering the rights, terms and conditions
of the use and assignability of all software integral to the
operation of the Project(s), shall be in the form of Addendum 1
to this Contract.
Section 6. Assignment of Guarantees. All guarantees of
materials, equipment, workmanship and software running in favor
of the Bidder shall be transferred and assigned to the Owner upon
Completion of the Project and at such time as the Bidder receives

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final payment. Any such guarantees shall be in addition to the
Bidder's warranty defined in Article II, Section 7. This
provision may be modified with respect to a particular warranty
if the Bidder demonstrates to the satisfaction of REA and the
Owner that a transfer is not possible.
Section 7. Patent, Copyright, Trademark and Trade Secret
Infringement. The Bidder shall hold harmless and indemnify the
Owner from any and all claims, suits, and proceedings for the
infringement of any patent, copyright, trademark or violation of
trade secrets covering any equipment or software used in the
work, except for items of the Owner's design or selection. If
the Owner's use of equipment or software is enjoined, the Bidder
shall promptly, at its own expense, modify or replace the
infringing equipment or software so that it no longer infringes
but remains functionally equivalent, or obtain for the Owner a
license or other right to use. This shall be in addition to any
other rights or claims which the Owner may have. The Bidder
shall, at its own expense, (and the Owner agrees to permit Bidder
to do so,) defend any suits which may be instituted by any party
against the Owner for alleged infringement of patents, copyright,
trademark or violation of trade secrets relative to the Bidder's
performance hereunder. Either party shall notify the other
promptly of any such claims, and the Owner shall give to the
Bidder full authority and opportunity to settle such claims, and
shall reasonably cooperate with the Bidder in obtaining
information relative to such claims.
Section 8. Compliance with Statutes and Regulations. The
Bidder shall comply with all applicable laws, statutes,
ordinances, rules and regulations. The Bidder acknowledges that
it is familiar with the Rural Electrification Act of 1936, as
amended (7 U.S.C. 901 et seq.), the Anti-Kickback Acts, as
amended (40 U.S.C. 276c; 41 U.S.C. 51 et seq.), and any rules and
regulations issued pursuant thereto, and 18 U.S.C. 201, 286, 287,
641, 666, 874, 1001, 1361 and 1366, as amended. The Bidder
understands that the obligations of the parties hereunder are
subject to the applicable regulations and orders of the
Governmental agencies having jurisdiction in the premises.
The Bidder represents that to the extent required by
Executive Orders 12549 (3 CFR, 1985-1988 Comp., p. 189) and 12689
(3 CFR, 1989 Comp., p. 235), Debarment and Suspension, and 7 CFR
Part 3017, it has submitted to the Owner a duly executed
certification in the form prescribed in 7 CFR Part 3017.
The Bidder represents that, to the extent required, it has
complied with the requirements of Pub. L. 101-121, Section 319,
103 Stat. 701, 750-765 (31 U.S.C. 1352), entitled "Limitation on
use of appropriated funds to influence certain Federal
contracting and financial transactions," and any rules and
regulations issued pursuant thereto.

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ARTICLE V
Remedies
Section 1. Completion on Bidder's Default. If default
shall be made by the Bidder in the performance of any of the work
hereunder, the Owner, without in any manner limiting its legal
and equitable remedies in the circumstances, may serve upon the
Bidder and the surety or sureties upon the Bidder's Bond or Bonds
a written notice requiring the Bidder to cause such default to be
corrected forthwith. Unless within thirty (30) days after the
service of such notice upon the Bidder such default shall be
corrected or arrangements for the correction thereof,
satisfactory to both the Owner and the Administrator, shall have
been made by the Bidder or its surety or sureties, the Owner may
take over the performance of the Bidder's obligations hereunder
and prosecute the same to completion by contract or otherwise for
the account and at the expense of the Bidder, and the Bidder and
its surety or sureties shall be liable to the Owner for any
supportable cost or expense in excess of the bid price occasioned
thereby. In such event, the Owner may take possession of and
utilize, in completing the Project(s), any tools, supplies,
equipment, appliances and plant belonging to the Bidder which may
be situated at the site of the Project(s). The Owner, in such
contingency, may exercise any rights, claims or demands which the
Bidder may have against third persons in connection herewith and
for such purpose the Bidder does hereby assign, transfer and set
over unto the Owner all such rights, claims and demands.
Section 2. Liquidated Damages. Should the Bidder fail to
complete any Project as shown under Column 7, "Completion of the
Project," in Article I, Section 1, within the time herein agreed
upon, after giving effect to extensions of time, if any, herein
provided, then, in that event and in view of the difficulty of
estimating with exactness damages caused by such delay, the Owner
shall, so long as the subject Project shall not have been placed
in service, have the right to deduct from and retain out of such
moneys which may be then due, or which may become due and payable
to the Bidder, the sum of:
________________ dollars ($________) for ________________________
(Project)
________________ dollars ($________) for ________________________
(Project)
________________ dollars ($________) for ________________________
(Project)
________________ dollars ($________) for ________________________
(Project)
________________ dollars ($________) for ________________________
(Project)
per day for each and every day that such completion is delayed
beyond the scheduled time for Completion of the Project, as
liquidated damages and not as a penalty, up to the amount of the

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respective Base Bid plus accepted alternates for the affected
Project; provided, however, that the Owner shall promptly notify
the Bidder in writing of the manner in which the amount claimed
as liquidated damages was computed. The Bidder shall pay to the
Owner the amount necessary to effect such payment in full. Such
payment is not to be reduced by the value of any partial
performance by the Bidder.
At the technical sessions, each Bidder shall identify all
features and capabilities that are not fully developed or do not
have a verifiable satisfactory field performance record. If the
Owner allows these features to be bid as separate Projects, then
they are to be individually listed under Columns 1 through 10, in
Article I, Section 1. These unproven features and capabilities
are to be individually listed in this Section 2 also, with
liquidated damages amounts determined by the Owner and stated for
each. If a Bidder neglects to identify any such feature at the
technical session, delay in providing the feature is considered a
delay in completing the associated Project and the Owner may
assess liquidated damages listed for that Project regardless of
whether the Project is placed in service.
Section 3. Consequential Damages. In no event shall the
Bidder's liability for incidental or consequential loss or
damage, except for personal injury or tangible property damage,
exceed the amount of ten times the total contract price, as
amended.
Section 4. Enforcement of Remedies by Administrator. The
Administrator may on behalf of the Owner exercise any right or
enforce any remedy which the Owner may exercise or enforce
hereunder.
Section 5. Cumulative Remedies. Every right or remedy
herein conferred upon or reserved to the Owner or the
Administrator shall be cumulative and shall be in addition to
every right and remedy now or hereafter existing at law or in
equity or by statute and the pursuit of any right or remedy shall
not be construed as an election; provided, however, that the
provisions of Section 2 of this Article V shall be the exclusive
measure of damages for failure by the Bidder to have effected the
Completion of Project within the time herein agreed upon.

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ARTICLE VI
Equal Employment
Section 1.
(a)

The Bidder.

The Bidder represents that:

(1) It has, ____ does not have ____, 100 or more employees,
and if it has, that
(2) It has ____, has not ____, furnished the Equal
Employment Opportunity Employers Information Report EEO-1,
Standard Form 100, required of employers with 100 or more
employees pursuant to Executive Order 11246 and Title VII of the
Civil Rights Act of 1964.
(b) The Bidder agrees that it will obtain, prior to the
award of any subcontract for more than $10,000 hereunder to a
subcontractor with 100 or more employees, a statement, signed by
the proposed subcontractor, that the proposed subcontractor has
filed a current report on Standard Form 100.
(c) The Bidder agrees that if it has 100 or more employees
and has not submitted a report on Standard Form 100 for the
current reporting year and that if this contract will amount to
more than $10,000, the Bidder will file such report, as required
by law, and notify the Owner in writing of such filing prior to
the Owner's acceptance of this Proposal.
(d) The Bidder certifies that it does not maintain or
provide for its employees any segregated facilities at any of its
establishments, and that it does not permit its employees to
perform their services at any location, under its control, where
segregated facilities are maintained. The Bidder certifies
further that it will not maintain or provide for its employees
any segregated facilities at any of its establishments, and that
it will not permit its employees to perform their services at any
location, under its control, where segregated facilities are
maintained. The Bidder agrees that a breach of this
certification is a violation of the Equal Opportunity Clause in
this contract. As used in this certification, the term
"segregated facilities" means any waiting rooms, work areas,
restrooms and washrooms, restaurants and other eating areas,
timeclocks, locker rooms and other storage or dressing areas,
parking lots, drinking fountains, recreation or entertainment
areas, transportation, and housing facilities provided for
employees which are segregated by explicit directive or are in
fact segregated on the basis of race, color, religion, or
national origin, because of habit, local custom, or otherwise.
The Bidder agrees that (except where it has obtained identical
certifications from proposed subcontractors for specific time
periods) it will obtain identical certifications from proposed
subcontractors prior to the award of subcontracts exceeding

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$10,000 which are not exempt from the provisions of the Equal
Opportunity Clause, and that it will retain such certifications
in its files.
Section 2. During the performance of this contract, the
Contractor agrees as follows:
(a) The Contractor will not discriminate against any
employee or applicant for employment because of race, color,
religion, sex or national origin. The Contractor will take
affirmative action to ensure that applicants are employed, and
that employees are treated during employment without regard to
their race, color, religion, sex or national origin. Such action
shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms
of compensation; and selection for training, including
apprenticeship. The Contractor agrees to post in conspicuous
places available to employees and applicants for employment,
notices to be provided setting forth the provisions of this
nondiscrimination clause.
(b) The Contractor will, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants shall receive
consideration for employment without regard to race, color,
religion, sex or national origin.
(c) The Contractor will send to each labor union or
representative of workers with which the Bidder has a collective
bargaining agreement or other contract or understanding, a notice
to be provided advising the said labor union or workers'
representative of the Contractor's commitments under this
section, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
(d) The Contractor will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the rules,
regulations and relevant orders of the Secretary of Labor.
(e) The Contractor will furnish all information and reports
required by Executive Order 11246 of September 24, 1965, and by
rules, regulations and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to the Contractor's
books, records and accounts by the administering agency and the
Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations and orders.
(f) In the event of the Contractor's noncompliance with the
nondiscrimination clauses of this contract or with any of the
said rules, regulations or orders, this contract may be canceled,
terminated or suspended in whole or in part and the Contractor
may be declared ineligible for further Government contracts or
federally assisted construction contracts in accordance with

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procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions as may be imposed and remedies
invoked as provided in the said Executive Order 11246 of
September 24, 1965, or by rule, regulation or order of the
Secretary of Labor, or as otherwise provided by law.
(g) The Contractor will include the portion of the sentence
immediately preceding paragraph (a) and the provisions of
paragraphs (a) through (g) in every subcontract or purchase order
unless exempted by rules, regulations or orders of the Secretary
of Labor issued pursuant to Section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The Contractor will take such
action with respect to any subcontract or purchase order as the
administering agency may direct as a means of enforcing such
provisions, including actions for noncompliance; provided,
however, that in the event a contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as
a result of such direction by the administering agency, the
Contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Section 3.

Equal Employment Opportunity Specifications.

(a) As used in these specifications:
"Covered area" means the geographical area described in the
solicitation from which this contract resulted;
"Director" means Director, Office of Federal Contract
Compliance Programs, United States Department of Labor, or any
person to whom the Director delegates authority;
"Employer identification number" means the Federal Social
Security number used on the Employer's Quarterly Federal Tax
Return, U.S. Treasury Department Form 941; and
"Minority" includes:
(i) Black (all persons having origins in any of the Black
African racial groups not of Hispanic origin);
(ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban,
Central or South American or other Spanish Culture or origin,
regardless of race);
(iii) Asian and Pacific Islander (all persons having
origins in any of the original peoples of the Far East, Southeast
Asia, the Indian Subcontinent, or the Pacific Islands); and
(iv) American Indian or Alaskan Native (all persons having
origins in any of the original peoples of North America and
maintaining identifiable tribal affiliations through membership
and participation or community identification).

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(b) Whenever the Contractor, or any Subcontractor at any
tier, subcontracts a portion of the work involving any
construction trade, it shall physically include in each
subcontract in excess of $10,000 the provisions of these
specifications and the Notice which contains the applicable goals
for minority and female participation and which is set forth in
the solicitations from which this contract resulted.
(c) If the Contractor is participating (pursuant to 41 CFR
60-4.5) in a Hometown Plan approved by the U.S. Department of
Labor in the covered area either individually or through an
association, its affirmative action obligations on all work in
the Plan area (including goals and timetables) shall be in
accordance with that Plan for those trades which have unions
participating in the Plan. Contractors must be able to
demonstrate their participation in and compliance with the
provisions of any such Hometown Plan. Each Contractor or
Subcontractor participating in an approved Plan is individually
required to comply with its obligations under the EEO clause, and
to make a good faith effort to achieve each goal under the Plan
in each trade in which it has employees. The overall good faith
performance by other Contractors or Subcontractors toward a goal
in an approved Plan does not excuse any covered Contractor's or
Subcontractor's failure to take good faith efforts to achieve the
Plan goals and timetables.
(d) The Contractor shall implement the specific affirmative
action standards provided in paragraphs (g) (i) through (xvi) of
these specifications. The goals set forth in the solicitation
from which this contract resulted are expressed as percentages of
the total hours of employment and training of minority and female
utilization the Contractor should reasonably be able to achieve
in each construction trade in which it has employees in the
covered area. Covered construction contractors performing
construction work in geographical areas where they do not have a
federal or federally assisted construction contract shall apply
the minority and female goals established for the geographical
area where the work is being performed. Goals are published
periodically in the FEDERAL REGISTER in notice form, and such
notices may be obtained from any Office of Federal Contract
Compliance Programs office or from Federal procurement
contracting officers. The Contractor is expected to make
substantially uniform progress in meeting its goals in each craft
during the period specified.
(e) Neither the provisions of any collective bargaining
agreement, nor the failure by a union with whom the Contractor
has a collective bargaining agreement, to refer either minorities
or women shall excuse the Contractor's obligations under these
specifications, Executive Order 11246, or the regulations
promulgated pursuant thereto.

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(f) In order for the nonworking training hours of
apprentices and trainees to be counted in meeting the goals, such
apprentices and trainees must be employed by the Contractor
during the training period, and the Contractor must have made a
commitment to employ the apprentices and trainees at the
completion of their training, subject to the availability of
employment opportunities. Trainees must be trained pursuant to
training programs approved by the U.S. Department of Labor.
(g) The Contractor shall take specific affirmative actions
to ensure equal employment opportunity. The evaluation of the
Contractor's compliance with these specifications shall be based
upon its effort to achieve maximum results from its actions. The
Contractor shall document these efforts fully, and shall
implement affirmative action steps at least as extensive as the
following:
(i) Ensure and maintain a working environment free of
harassment, intimidation, and coercion at all sites, and in all
facilities at which the Contractor's employees are assigned to
work. The Contractor, where possible, will assign two or more
women to each construction project. The Contractor shall
specifically ensure that all foremen, superintendents, and other
on-site supervisory personnel are aware of and carry out the
Contractor's obligation to maintain such a working environment,
with specific attention to minority or female individuals working
at such sites or in such facilities.
(ii) Establish and maintain a current list of minority and
female recruitment sources, provide written notification to
minority and female recruitment sources and to community
organizations when the Contractor or its unions have employment
opportunities available, and maintain a record of the
organizations' responses.
(iii) Maintain a current file of the names, addresses and
telephone numbers of each minority and female off-the-street
applicant and minority or female referral from a union, a
recruitment source or community organization and of what action
was taken with respect to each such individual. If such
individual was sent to the union hiring hall for referral and was
not referred back to the Contractor by the union or, if referred,
not employed by the Contractor, this shall be documented in the
file with the reason therefore, along with whatever additional
actions the Contractor may have taken.
(iv) Provide immediate written notification to the Director
when the union or unions with which the Contractor has a
collective bargaining agreement has not referred to the
Contractor a minority person or woman sent by the Contractor, or
when the Contractor has other information that the union referral
process has impeded the Contractor's efforts to meet its
obligations.

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(v) Develop on-the-job training opportunities and/or
participate in training programs for the area which expressly
include minorities and women, including upgrading programs and
apprenticeship and trainee programs relevant to the Contractor's
employment needs, especially those programs funded or approved by
the Department of Labor. The Contractor shall provide notice of
these programs to the sources compiled under (g) (ii) above.
(vi) Disseminate the Contractor's EEO policy by providing
notice of the policy to unions and training programs and
requesting their cooperation in assisting the Contractor in
meeting its EEO obligations; by including it in any policy manual
and collective bargaining agreement; by publicizing it in the
company newspaper, annual report, etc.; by specific review of the
policy with all management personnel and with all minority and
female employees at least once a year; and by posting the company
EEO policy on bulletin boards accessible to all employees at each
location where construction work is performed.
(vii) Review, at least annually, the company's EEO policy
and affirmative action obligations under these specifications
with all employees having any responsibility for hiring,
assignment, layoff, termination or other employment decisions
including specific review of these items with onsite supervisory
personnel such as Superintendents, General Foremen, etc., prior
to the initiation of construction work at any job site. A
written record shall be made and maintained identifying the time
and place of these meetings, persons attending, subject matter
discussed, and disposition of the subject matter.
(viii) Disseminate the Contractor's EEO policy externally
by including it in any advertising in the news media,
specifically including minority and female news media, and
providing written notification to and discussing the Contractor's
EEO policy with other Contractors and Subcontractors with whom
the Contractor does or anticipates doing business.
(ix) Direct its recruitment efforts, both oral and written,
to minority, female and community organizations, to schools with
minority and female students and to minority and female
recruitment and training organizations serving the Contractor's
recruitment area and employment needs. Not later than one month
prior to the date for the acceptance of applications for
apprenticeship or other training by any recruitment source, the
Contractor shall send written notification to organizations such
as the above, describing the openings, screening procedures, and
tests to be used in the selection process.
(x) Encourage present minority and female employees to
recruit other minority persons and women and, where reasonable,
provide after school, summer and vacation employment to minority
and female youth both on the site and in other areas of a
Contractor's work force.

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(xi) Validate all tests and other selection requirements
where there is an obligation to do so under 41 CFR Part 60-3.
(xii) Conduct, at least annually, an inventory and
evaluation at least of all minority and female personnel for
promotional opportunities and encourage these employees to seek
or to prepare for, through appropriate training, etc., such
opportunities.
(xiii) Ensure that seniority practices, job
classifications, work assignments and other personnel practices,
do not have a discriminatory effect by continually monitoring all
personnel and employment related activities to ensure that the
EEO policy and the Contractor's obligations under these
specifications are being carried out.
(xiv) Ensure that all facilities and company activities are
nonsegregated except that separate or single-user toilet and
necessary changing facilities shall be provided to assure privacy
between the sexes.
(xv) Document and maintain a record of all solicitations of
offers for subcontracts from minority and female construction
contractors and suppliers, including circulation of solicitations
to minority and female contractor associations and other business
associations.
(xvi) Conduct a review, at least annually, of all
supervisors' adherence to and performance under the Contractor's
EEO policies and affirmative action obligations.
(h) Contractors are encouraged to participate in voluntary
associations which assist in fulfilling one or more of their
affirmative action obligations (g) (i) through (xvi). The
efforts of a contractor association, joint contractor-union,
contractor-community, or other similar group of which the
Contractor is a member and participant, may be asserted as
fulfilling any one or more of its obligations under (g) (i)
through (xvi) of these specifications provided that the
Contractor actively participates in the group, makes every effort
to assure that the group has a positive impact on the employment
of minorities and women in the industry, ensures that the
concrete benefits of the program are reflected in the
Contractor's minority and female workforce participation, makes a
good faith effort to meet its individual goals and timetables,
and can provide access to documentation which demonstrates the
effectiveness of actions taken on behalf of the Contractor. The
obligation to comply, however, is the Contractor's and failure of
such a group to fulfill an obligation shall not be a defense for
the Contractor's noncompliance.
(i) A single goal for minorities and a separate single goal
for women have been established. The Contractor, however, is
required to provide equal employment opportunity and to take

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affirmative action for all minority groups, both male and female,
and all women, both minority and non-minority. Consequently, the
Contractor may be in violation of Executive Order 11246 if a
particular group is employed in a substantially disparate manner
(for example, even though the Contractor has achieved its goals
for women generally, the Contractor may be in violation of
Executive Order 11246 if a specific minority group of women is
underutilized).
(j) The Contractor shall not use the goals and timetables
or affirmative action standards to discriminate against any
person because of race, color, religion, sex, or national origin.
(k) The Contractor shall not enter into any Subcontract
with any person or firm debarred from Government contracts
pursuant to Executive Order 11246.
(l) The Contractor shall carry out such sanctions and
penalties for violation of these specifications and of the Equal
Opportunity Clause, including suspension, termination and
cancellation of existing subcontracts as may be imposed or
ordered pursuant to Executive Order 11246, as amended, and its
implementing regulations, by the Office of Federal Contract
Compliance Programs. Any Contractor who fails to carry out such
sanctions and penalties shall be in violation of these
specifications and Executive Order 11246, as amended.
(m) The Contractor, in fulfilling its obligations under
these specifications, shall implement specific affirmative action
steps, at least as extensive as those standards prescribed in
paragraph (g) of these specifications, so as to achieve maximum
results from its efforts to ensure equal employment opportunity.
If the Contractor fails to comply with the requirements of
Executive Order 11246, the implementing regulations, or these
specifications, the Director shall proceed in accordance with 41
CFR 60-4.8.
(n) The Contractor shall designate a responsible official
to monitor all employment related activity to ensure that the
company EEO policy is being carried out, to submit reports
relating to the provisions hereof as may be required by the
Government and to keep records. Records shall at least include
for each employee the name, address, telephone numbers,
construction trade, union affiliation if any, employee
identification number when assigned, social security number,
race, sex, status (e.g., mechanic, apprentice, trainee, helper,
or laborer), dates of changes in status, hours worked per week in
the indicated trade, rate of pay, and locations at which the work
was performed. Records shall be maintained in an easily
understandable and retrievable form; however, to the degree that
existing records satisfy this requirement, contractors shall not
be required to maintain separate records.

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(o) Nothing herein provided shall be construed as a
limitation upon the application of other laws which establish
different standards of compliance or upon the application of
requirements for the hiring of local or other area residents
(e.g, those under the Public Works Employment Act of 1977 and the
Community Development Block Grant Program).
Section 4.

In this Article VI -

(a) The term "Contractor" shall also mean "Bidder" or
"Subcontractor" as applicable.
(b) The provisions of Sections 2 & 3 are applicable to the
extent required by law. In determining whether these Sections
are applicable, reference should be made to Office of Federal
Contract Compliance Programs regulations (41 CFR Part 60).

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Page 30
ARTICLE VII
Miscellaneous
Section 1.

Definitions.

The term "Completion of the Contract" shall mean
accomplishment of Completion of the Project for all central
offices (and associated remote switching terminals), features and
services listed under Column 1, "Project," in Article I,
Section 1, and all alternates accepted by the Owner, on the
Owner's Acceptance.
The term "Completion of Installation" shall mean full
performance by the Bidder of the Bidder's obligation under the
Contract and all amendments and revisions thereof, for a Project,
except that it shall not include the acceptance tests nor
performance of the Bidder's obligations in respect of
(i) releases of lien and Certificate of Contractor under Article
III, Section 2, hereof and (ii) other final documents. The
actual date of Completion of Installation shall be the date the
Bidder submits to the Owner written notification that the Project
is completed in conformance with the Specifications and ready for
the Owner's acceptance inspection and tests as provided for under
Article II, Section 4.
The term "Completion of the Project" shall mean full
performance by the Bidder of the Bidder's obligations herein set
out and all amendments and revisions thereof for a central office
(and all associated remote switching terminals), feature or
service. The scheduled date for Completion of the Project is
sixty (60) days after Completion of Installation as specified
under Column 7, "Completion of Installation," in Article I,
Section 1, as amended or adjusted under Article II, Section 1,
and Section 4. The scheduled date for Completion of the Project
is the date from which liquidated damages are computed. The
actual date of Completion of the Project shall be the date of the
receipt by the Owner from the Bidder of (a) all documents listed
in Article III, Section 2, (b) other final documents, and
(c) written notification that all deficiencies listed on the REA
Form 517, Results of Acceptance Test, have been corrected;
provided, that the final inspection and tests by the Owner finds
the deficiencies satisfactorily resolved. If the deficiencies
have not been satisfactorily resolved, the actual date of
Completion of the Project shall be the date that the deficiencies
are fully and satisfactorily resolved as determined by subsequent
Owner's tests. The Certificate of Completion approved and signed
by the Owner and approved in writing by the Administrator shall
be conclusive evidence as to the fact of Completion of the
Project and the date thereof. Full compliance with the procedure
for "Completion of the Project" and an individual Certificate of
Completion is required for each Project listed under Column 1,
"Project," in Article I, Section 1.

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The "Contract" shall consist of the Notice and Instructions
to Bidders, the Bidder's Proposal and the Owner's Acceptance, the
Contractor's Bond and the Specifications.
The term "days" shall mean calendar days.
The term "minor errors or irregularities" shall mean a
defect or variation in a Bidder's bid that is a matter of form
and not of substance. Errors or irregularities are "minor" if
they can be corrected or waived without being prejudicial to
other Bidders and when they do not affect the price, quantity,
quality, or timeliness of construction. Unless otherwise noted,
the borrower determines whether an error or irregularity is
"minor."
The term "placed in service" shall mean used by the Owner to
earn revenue.
The term "Project" shall mean a central office and all
associated remote switching terminals (if any), a remote
switching terminal if purchased without a supporting central
office, a feature (or group of features), or a service (or group
of services), which is listed under Column 1, "Project," in
Article I, Section 1. The only instance in which a remote
switching terminal can constitute a separate Project is where
such remote switching terminal is purchased with associated
modifications to its supporting host switch but no other
modifications to the host switch are specified. A Project will
have a single completion schedule listed under Column 7,
"Completion of Installation," in Article I, Section 1, and a
single liquidated damages amount shown in Article V, Section 2.
The Contract may consist of one or more Projects.
The term "Software" shall mean computer programs contained
on a tape, disc, semiconductor device or other memory device or
system memory consisting of logic instructions and instruction
sequences in machine-readable object code, which manipulate data
in the central processor, control and perform input/output
operations, perform error diagnostic and recovery routines,
control call processing, and perform peripheral control, and
administrative and maintenance functions; as well as associated
documentation, excluding source code, used to describe, maintain
and use the programs provided under the Contract.
The term "Specifications" shall mean the minimum performance
requirements of the Owner as contained in the documents listed
below, which are either attached or become a part of the Contract
by reference, as amended by specific written exceptions contained
in the Bidder's proposal and accepted by the Owner and the
Administrator:
REA Form ___________________, dated ____________________
REA Form ___________________, dated ____________________
REA Form ___________________, dated ____________________

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Section 2. Continuing Equipment Support. Parts, Service,
and Software. In addition to warranty repairs and replacement,
the Bidder shall offer repair service and repair parts to the
Owner in accordance with the Bidder's practices and terms then in
effect, for the Bidder's manufactured equipment furnished
pursuant to this Agreement. Such repair service or repair parts
shall be available for as long as the Bidder is manufacturing or
stocking such equipment, or for no less than eight (8) years
after the Bidder has ceased manufacturing or offering for sale
such equipment. The Bidder shall also offer software support
services to the Owner in accordance with the Bidder's practices,
terms, and charges then in effect, but in any event for no less
than five (5) years after the Bidder has ceased manufacturing or
offering for sale such software.
Section 3. Materials and Supplies. The Bidder shall use
only such unmanufactured articles, materials and supplies as have
been mined or produced in the United States, Mexico or Canada and
only such manufactured articles, materials and supplies as have
been manufactured in the United States, Mexico or Canada
substantially all from articles, materials or supplies mined,
produced or manufactured, as the case may be, in the United
States, Mexico or Canada; provided that foreign articles,
materials or supplies may be used in the event and to the extent
that the Administrator shall expressly authorize in writing such
use pursuant to the provisions of the Rural Electrification Act
of 1938, being Title IV of Public Resolution No. 122, 75th
Congress, approved June 21, 1938. The Bidder agrees to submit to
the Owner such certificate or certificates, signed by the Bidder
and all subcontractors, with respect to compliance with the
foregoing provision as the Administrator from time to time may
require.
Section 4. Bond. The Bidder shall furnish to the Owner a
Contractor's Bond in conformance with the requirements of 7 CFR
Part 1788, Subpart C.
Section 5. Confidentiality. All information supplied by
the Bidder to the Owner which bears a legend or notice
restricting its use, copying, or dissemination, except insofar as
it may be in the public domain through no acts attributable to
the Owner, shall be treated by the Owner as confidential
information, and the Owner shall not reproduce any such
information except for its own internal use and as authorized by
this Contract, and shall use any information only for archival
backup, in-house training, operating, maintenance and
administrative purposes and in conjunction with its use of the
equipment, materials and software furnished hereunder. All
information supplied to the Bidder by the Owner which bears a
legend or notice restricting its use, copying, or dissemination,
except insofar as it may be in the public domain through no acts
attributable to the Bidder, shall be treated by the Bidder as
confidential information, and shall not be used by the Bidder for

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any purpose adverse to the interests of the Owner, and shall not
be reproduced or distributed by the Bidder except for the
Bidder's use in its performance under this Contract. The
foregoing confidentiality obligations do not apply to information
which is independently developed by the receiving party or which
is lawfully received by the receiving party free of restriction
from another source having a right to so furnish such
information, or is already known to the receiving party at the
time of disclosure free of restriction. If the Bidder has failed
to provide continuing equipment support as described in Article
VII, Section 2, the Owner is released from this obligation. This
provision does not restrict release of information by the United
States of America pursuant to the Freedom of Information Act or
other legal process.
Section 6. Entire Agreement. The terms and conditions of
this Contract as approved by REA supersede all prior oral or
written understandings between the parties. There are no
understandings or representations, expressed or implied, not
expressly set forth herein.
Section 7. Survival of Obligations. The rights and
obligations of the parties, which by their nature, would continue
beyond the termination, cancellation, or expiration of this
Contract, shall survive such termination or expiration.
Section 8. Non-Waiver. No waiver of any terms or
conditions of this Contract, or the failure of either party to
enforce strictly any such term or condition on one or more
occasions, shall be construed as a waiver of the same or of any
other terms or conditions of this Contract on any other occasion.
Section 9. Releases Void. Neither party shall require
releases or waivers of any personal rights from representatives
or employees of the other in connection with visits to its
premises, nor shall such parties plead such releases or waivers
in any action or proceeding.
Section 10. License. The Bidder shall comply with all
applicable construction codes.
(a) The Bidder warrants that it possesses contractor's
license number _________________ issued to it by the State of
_____________________ in which the project(s) is located, and
said license expires on ____________________, 19__.
(b) The Bidder warrants that no license is required in the
state in which the Project(s) is located.
(Bidder shall cross out that subsection that does not apply)
Section 11. Nonassignment of Contract. The Bidder shall
not assign the Contract, effected by acceptance of this Proposal,
or any part hereof, or enter into any contract with any person,

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(Revised Page)
(7-26-94)
firm or corporation, for the performance of the Bidder's
obligations hereunder, or any part hereof, without the approval
in writing of the Owner, the Surety, and the Administrator.
However, the Bidder may subcontract the whole or any part of the
installation work to be performed at the installation site, (as
distinguished from furnishing and delivery of equipment and
materials), provided that; (a) the Bidder shall remain
responsible for the performance thereof and (b) the Bidder shall
obtain the consent of the surety to such subcontract. A copy of
such consent shall be submitted to the Owner and the
Administrator.
Section 12. Choice of Law. The rights and obligations of
the parties and all interpretations and performance of this
Contract shall be governed in all respects by the laws of the
State of __________________ except for its rules with respect to
the conflict of laws.
Section 13. Approval of the Administrator. The acceptance
of this proposal by the Owner shall not create a contract unless
such acceptance shall be approved in writing by the Administrator
within ninety (90) days after the date hereof:
By __________________________________
(Signature of Bidder)
________________________
(Date)

__________________________________
(Name - Type or Print)
__________________________________
(Title)
__________________________________
(Company Name of Bidder)
__________________________________
__________________________________
(Address of Bidder)

Attest:
_____________________________
(Secretary)
The Proposal must be signed with the full name of the Bidder. In
the case of a partnership the Proposal must be signed in the firm

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Page 35
(Revised Page)
(7-26-94)
name by each partner. In the case of a corporation the Proposal
must be signed in the corporate name by a duly authorized officer
and the Corporate seal affixed and attested by the Secretary of
the Corporation.
(If executed by other than the President, a Vice-President, a
partner or the individual owner, a power of attorney or other
legally acceptable document authorizing execution shall accompany
this contract, unless such power of attorney is on file with
REA.)

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36

ACCEPTANCE

Subject to the approval of the Administrator, the Owner
hereby accepts the Proposal of _________________________________
_________________________________________________________________
for the Project(s) herein described for the Total Base Bid of
$ __________________________________________________________ and
Alternate For:
Spare Parts, Item(s)............... $ ______________________
Maintenance Tools, Item(s)......... $ ______________________
Alternate No. 1 (add) (deduct).......... $ ______________________
Alternate No. 2 (add) (deduct).......... $ ______________________
Alternate No. 3 (add) (deduct).......... $ ______________________
Alternate No. 4 (add) (deduct).......... $ ______________________
Alternate No. 5 (add) (deduct).......... $ ______________________
Alternate No. 6 (add) (deduct).......... $ ______________________
The total contract price is...... $ ______________________

By______________________________
OWNER
ATTEST:

_______________________________
PRESIDENT

_______________________________________
SECRETARY
_______________________________________
DATE OF ACCEPTANCE

REA FORM 525 REV 7-94