Form RFP Solicitation, Offer, and Award

Board of Governors
of the Federal Reserve System

Solicitation, Offer, and Award

OMB No. 7100–0180
Approval expires May 31, 2012

May 31, 2015

This report is required to obtain a benefit and is authorized by law [12 U.S.C. 243, 244, and 248(l)].
The Federal Reserve may not conduct or sponsor, and an organization (or person) is not required to respond to, a collection of information unless it displays a currently valid OMB
number.
1. THIS CONTRACT IS

PAGE OF PAGES

2. SOLICITATION NUMBER

3. TYPE OF SOLICITATION

4. DATE ISSUED

5. CONTRACT NUMBER

Negotiated

6. ISSUED BY
Board of Governors of the Federal Reserve System
20th and C Street, NW
Washington, DC 20551

SOLICITATION
7. Sealed offers in original and

copies for furnishing the supplies or services will be received at mail room of the Board of Governors of he Federal Reserve System

2:00 pm

located at 20th and C Street, NW, Washington, DC 20551 until

local time

.

(Hour)

(Date)

NOTE: All offers are subject to all terms and conditions contained in this solicitation.
8. CALL FOR
A. NAME
INFORMATION

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L.

B. TELEPHONE

C. E-MAIL

9. TABLE OF CONTENTS
(X) SECTION

DESCRIPTION

PAGE

(X) SECTION

TRANSMITTAL LETTER

DESCRIPTION

H

PERSONNEL

PAGE

A

SOLICITATION, OFFER, AND AWARD

I

EVALUATION AND AWARD PROCESS

B

COST/PRICE PROPOSAL FORM

J

CONTRACT ADMINISTRATION

C

STATEMENT OF WORK

K

REPRESENTATIONS AND OTHER STATEMENTS OF OFFER

D

WARRANTY

L

GENERAL INSTRUCTIONS AND INFORMATION

E

INSPECTION AND ACCEPTANCE

M

GENERAL CONTRACT PROVISIONS

F

CONTRACT DELIVERABLES

N

VENDOR INFORMATION FORM

G

INQUIRIES

OFFER (Must be fully completed by the Offeror)
10. In compliance wi h the above, the undersigned agrees, if this offer is accepted within
calendar days (60 calendar days) unless a different period is inserted by the offeror from
the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at he price set opposite each item, delivered at the designated point(s), within
the time specified in the schedule.
11. DISCOUNT FOR
PROMPT PAYMENT

F.O.B.
10 CALENDAR DAYS (%)

20 CALENDAR DAYS (%)
AMENDMENT NO.

12. ACKNOWLEDGEMENT OF AMENDMENTS
(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and
related documents numbered and dated )
13. NAME, ADDRESS,
TELEPHONE/FAX
OF OFFEROR

DATE

AMENDMENT NO.

NAME

TELEPHONE

ADDRESS

FAX

CITY
14.

CALENDAR DAYS (%)

STATE

ZIP

■

Prepaid
Origin
Destination

DATE

EXT.

E-MAIL

CONTRACTOR’S NEGOTIATED AGREEMENT Contractor agrees to furnish and deliver all items or perform all the services set forth in this Solicitation, Offer, and Award. The
rights and obligations of the parties to his contract shall be subject to and governed by the documents in this Solicitation, Offer, and Award. In the event of any inconsistency among
their provisions, the inconsistency shall be resolved by giving precedence in the following order (a) this Solicitation, Offer, and Award form; (b) the Statement of Work; (c) the General
Instructions and Information; (d) the General Contract Provisions; (e) such provisions, representations, drawings and specifications, as are attached or incorporated by reference or
otherwise in this Solicitation; and (f) the offeror’s proposal, including all amendments and related correspondence.
ITEMS OFFERED

TOTAL AMOUNT

1.

$

2.

$

3.

$

15. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or print)

16. SIGNATURE

$
17. OFFER DATE

NAME
TITLE

AWARD (To be completed by the Board)
19. TOTAL AMOUNT

18. ACCEPTED AS TO ITEMS NUMBERED
1.

$

2.

$

3.

$

20. SUBMIT INVOICES TO ADDRESS SHOWN IN SECTION L
22. NAME OF CONTRACTING OFFICER (Type or print)

$

21. PAYMENT WILL BE MADE BY: EFT
23. SIGNATURE OF CONTRACTING OFFICER

24. AWARD DATE

Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
BOARD OF GOVERNORS
OF THE

FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

MANAGEMENT DIVISION

SOLICITATION, OFFER, AND AWARD
ZZZ
Gentlemen:
The Board of Governors of the Federal Reserve System hereby issues this
Solicitation, Offer, and Award (Solicitation) to perform/provide work/services/data ZZZ as
described in Section C, the Statement of Work.
By no later than ZZZ, 2005, those intending to submit proposals are required to
express their intent by telephone (confirmed by facsimile), facsimile, or electronic mail
(confirmed by postal mail). Amendments issued, if any, after this date will not be furnished to
those potential Offerors that have not advised this office of their intent to propose.
Pertinent dates associated with this Solicitation are:

SOA (v. 111011)

Release of SOA:

ZZZ, ZZ 2005

Preproposal conference:

ZZZ, ZZ 2005
If n/a, delete L.18

Closing date for inquiries:

ZZZ, ZZ 2005

Submission of proposals:

ZZZ, ZZ 2005
2:00 p.m. Washington, DC, time

Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Interested parties may direct questions regarding this Solicitation to me at the following address:
Federal Reserve Board
Procurement Section, Mail Stop 128
20th and C Streets, NW
Washington, DC 20551
Attention: Specialist Name ZZZ
RE: Solicitation ZZZ
Telephone (202) 452-ZZZZ/Fax (202) 728-5826/E-mail [email protected]
Sincerely,

Specialist Name ZZZ
Senior Contract Specialist
Procurement Section, Management Division
2/2/12 10:08 AM

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ

Please see attached SOA form

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION B
COST/PRICE PROPOSAL FORM
B.1

SERVICES TO BE PROVIDED

Offerors shall submit in their proposals the prices to provide the goods or services set forth in
Section C, the Statement of Work, and the Specifications and Drawings YYY, of this
Solicitation. Offerors shall use the forms included in this Section B when submitting their
Cost/Price Proposals.
B.2

ESTIMATED QUANTITIES

The quantities shown herein are estimates, based on the best information available to the Board.
The Board is furnishing these estimates solely as a basis for computing prices and price totals
and are for evaluation purposes only. The Contractor shall furnish all services that may be
ordered during the term of the Contract.
B.3

INDEFINITE QUANTITY
a. This Contract is for an indefinite quantity for the good or services specified, and is
effective for the period stated in the Contract.
b. Delivery or performance shall be made only as authorized. The Contractor shall furnish,
when and if ordered, the goods or services specified in the contract.
c. Except for any limitations in Section C, the Statement of Work, there is no limit on the
number of orders that the Board may issue.
d. Any order issued during the effective period of this Contract and not completed within
that period shall be completed by the Contractor within the time specified in the order.

B.4

PAYMENT OF PREVAILING WAGE: DAVIS-BACON ACT

The Contractor and all its subcontractors shall pay the prevailing wages that are applicable for
Washington, DC. The Contractor shall:




pay its workers wages that meet the minimum wages set forth in the attached copy of the
General Wage Decision No. ZZZ from the US Department of Labor which lists
prevailing wages and fringe benefits for building construction projects for Washington,
DC
incorporate in all contracts with subcontractors a provision that the subcontractor shall
pay those wages specified in the General Wage Decision No. ZZZ, and

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
 assist the Board in determining any applicable wage decision for wages not on the
General Wage Decision No. ZZZ.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Please use attached price form

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION C
STATEMENT OF WORK

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION D
WARRANTY – YYY
IF N/A, DELETE PARAGRAPHS YYY
D.1

WARRANTY DURATION

The Contractor shall warrant all equipment and/or systems installed to be free from all defects in
materials or workmanship for (number spelled out) (#) year(s) ZZZ from the date of acceptance
by the Board’s Contracting Officer's Technical Representative (COTR). The Contractor shall
repair or replace the defective equipment or systems at no cost to the Board during such warranty
period.
D.2

REPLACEMENT PARTS

The Contractor shall warrant that replacement parts for all equipment, systems, or their
components, be available throughout the life of the warranty described in Paragraph D.1 above.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION E
INSPECTION AND ACCEPTANCE
E.1

INSPECTION AND ACCEPTANCE

The COTR will inspect and accept the goods and services at intervals that he/she specifies.
E.2

REDELIVERY OF WORK

If any of the services delivered by the Contractor under this Contract do not conform with the
descriptions contained in Section C, the Statement of Work, and the Specifications and Drawings
YYY, the Contracting Officer may direct the Contractor to deliver the services again, in
conformity with Section C, and the Contractor shall not reinvoice the Board for such rework.
When defects in services cannot be corrected by re-delivery, as determined by the COTR, the
Contracting Officer may require the Contractor to (1) take actions to assure the Board that future
deliveries will conform to contract requirements, and (2) reduce the future amounts invoiced by
the Contractor to reflect the reduced value of the nonconforming services.
If the Contractor again fails to deliver conforming services after attempting to re-deliver, or to
take the actions necessary to ensure future conformance with contract requirements, the Board
may (1) by contract or otherwise, engage a third party to perform and deliver the services in
place of the Contractor and charge to the Contractor any charges incurred by the Board that are
directly related to this third-party performance, or (2) terminate this Contract for default in
accordance with the General Contract Provisions.
Notwithstanding any of the foregoing provisions, at any time, the Contracting Officer may
require the Contractor to remedy by correcting or replacing the Contractor’s personnel, without
cost to the Board, any failure by the Contractor to comply with the requirements of this Contract
if failure is due to (1) fraud, lack of good faith, or willful misconduct on the part of any of the
Contractor's personnel, or (2) the conduct of one or more of Contractor's personnel selected or
retained by the Contractor after the Contractor's management or the Board has grounds to believe
that the Contractor’s personnel are unqualified or habitually careless.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION F
CONTRACT DELIVERABLES
F.1

DELIVERABLES

The Contractor shall ZZZ
F.2

WARRANTIES

The Contractor shall provide copies of all warranties, for both material and labor, prior to final
invoice.
F.3

REPORTS

The Contractor shall submit reports, which may include draft and final reports in both electronic
and print format.
F.4

INSURANCE CERTIFICATES

The Contractor shall provide the Board with insurance certificates for each policy required to be
in effect throughout the performance period.
F.5

MANUALS

The Contractor shall submit [insert description: example technical, operational, user guides, and
so on, for each XXX provided] ZZZ

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION G
INQUIRIES
G.1

POINT OF CONTACT

The Board's contact person responsible for providing additional information and answering
inquiries about this Solicitation is the Senior Contract Specialist.
a. The Offeror shall submit all communications, such as requests for clarification and/or
information concerning this Solicitation, in writing via electronic mail followed up by
postal mail to the following address:
Federal Reserve Board
Procurement Section, Mail Stop 128
20th and C Streets, NW
Washington, DC 20551
Attention: Specialist Name ZZZ
RE: Solicitation ZZZ
Telephone (202) 452-ZZZZ/Fax (202) 728-5826/E-mail [email protected]
b. Inquiries shall be submitted in writing no later than ZZZ, 2005
c. The Senior Contract Specialist ZZZ will provide answers to questions to potential
Offerors giving due regard for the proper protection of proprietary information.
The Senior Contract Specialist ZZZ will not provide information concerning this Solicitation or
requests for clarification in response to Offeror-initiated telephone calls. The Offeror shall make
all such requests in writing via e-mail followed up by postal mail to the above address.
Questions shall identify the specific area of this Solicitation, citing the particular section and
paragraph of this Solicitation in which clarification is desired. The Senior Contract Specialist
will provide questions and answers to all prospective Offerors. Sources of questions will not be
identified.
Note: Offerors are instructed specifically to contact only Specialist Name ZZZ in connection
with any aspect of this requirement prior to the Contract’s award. The Offeror shall submit
proposals and all correspondence relating to this document to the Specialist Name ZZZ.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION H
KEY PERSONNEL
H.1

APPROVAL OF KEY PERSONNEL

Offerors shall submit resumes with their Technical Proposals (Volume II) of those persons that
are essential for the performance of the goods or services described in Section C, the Statement
of Work, and the Specifications and Drawings YYY, and who will be assigned to the resulting
Contract (Key Personnel). The Contractor shall not remove or replace Key Personnel without
prior notification to and approval by the COTR, and the COTR will approve any replacement of
key personnel prior to their replacement. Approval of Key Personnel will not be unreasonably
withheld.
H.2

PERSONNEL QUALIFICATIONS

Offerors shall indicate in their Technical Proposals how their Key Personnel will direct or
perform the work as described in Section C. In addition, Offerors shall explain the procedures
for training Key Personnel. Letters of commitment shall be included in the Technical Proposals
for all Key Personnel.
OPTIONAL YYY
Each Offeror shall include a personnel plan in its Technical Proposal that includes a matrix
listing all of the Offeror’s Key Personnel who will have responsibility over the Contract, which
shall include the Offeror’s subsidiaries and subcontractors, where appropriate. The personnel
plan shall also include procedures that the Offeror intends to use to provide fully qualified
personnel to perform the work required in Section C. Descriptions of the skill sets,
qualifications, and experience requirements for the remaining individuals to be employed to
perform the work required in Section C shall be included, but need not contain the names of any
of the individuals being proposed for those positions.
OPTIONAL YYY
This Solicitation does not require the identification of Key Personnel.
OPTIONAL YYY
Brief resumes of the Key Personnel proposed for work on the program shall be included, but
need not go below the top three levels of key management and/or technical personnel. Letters of
commitment shall be included for all personnel proposed for these key positions.
Descriptions of the skill sets, qualifications, and experience requirements for the remaining
positions to be employed on the program shall be included, but need not contain the names of
any of the individuals being proposed for those positions.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION I
EVALUATION AND AWARD PROCESS
I.1

EVALUATION OF PROPOSALS - PASS/FAIL YYY
a. A proposal consists of Volume I (Offer), Volume II (technical proposal), and Volume III
(cost/price proposal) submitted by an Offeror responding to this Solicitation. Each
Offeror shall submit a technical proposal and a cost/price proposal, according to the
guidelines presented in the following:
1. Section B, Cost/Price Proposal Form
2. Section C, Statement of Work
3. Section L, General Instructions and Information
NOTE: Offerors are advised that a one-word response, for example “comply”, to a
mandatory requirement is insufficient and that such a response will receive a fail rating,
thereby causing the entire proposal to be rated as fail.
b. Each technical proposal is subject to the same review and pass/fail analysis by the
Board’s technical evaluation team. Each proposal will first be examined to determine if
the Offeror is responsible (see I.2) and if the proposal meets all mandatory YYY
requirements set forth in Section C, Statement of Work, and the Specifications and
DrawingsYYY. If any mandatory YYY requirement is not met, the proposal will be
rejected and will receive no further consideration. Technical proposals that meet all
mandatory requirements will receive a “pass” rating.
c. A Board price evaluation team will review each Offeror’s cost/price proposal as
formatted according to Section B. Offerors are reminded that they must use the format
set forth in Section B in submitting their cost/price proposals. The price evaluation team
will evaluate the cost/price proposals for price reasonableness, realism, risk, and any
other criteria set forth in Section B. The price evaluation team may reject unrealistically
low or materially unbalanced offers.
d. The Offeror with the lowest price, acceptable proposal that received a “pass” rating will
be awarded the Contract.

I.1

EVALUATION OF PROPOSALS - MANDATORY REQUIREMENT(S) AND
PRICE AND TECHNICAL POINTS –ALTERNATE YYY
a. Each Offeror shall submit a technical proposal and a cost/price proposal according to the
guidelines presented in Section L, General Instructions and Information, Proposal
Submission. In addition, the Offeror shall submit the cost/price proposal in the same
format as the sample form provided in Section B, the Cost/Price Proposal Form.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Each response to this Solicitation shall be subject to the same review and assessment
process by the Board’s technical and cost evaluation teams.
Each proposal will first be examined to determine if the Offeror is responsible (see I.2)
and if the proposal meets all mandatory YYY requirements set forth in Section C,
Statement of Work, and the Specifications and DrawingsYYY. If any mandatory
requirement is not met, the proposal will be rejected and will receive no further
consideration. Technical proposals that meet all mandatory requirements qualify for
further evaluation and will receive up to number (#) ZZZ technical points. In addition,
these proposals will receive number (#) ZZZ cost points in inverse proportion to the ratio
of their cost to that of the lowest proposal. Technical and cost points will be combined to
determine who is awarded the Contract.
b. Technical proposal
Factor No. 1: Personnel/past performance. This factor involves an evaluation of the
Offeror's references, experience and past performance and the references and experience
of its key personnel. The Offeror shall demonstrate satisfactory past performance under
prior contracts for similar project services.
Factor No. 2: Overall strategy, technical approach, and methodology. This factor
involves evaluating the data submitted with the offer that explains the Offeror's
procedures for completing the solicitation requirements.
Factor No. 3: Detailed implementation plan. This factor involves evaluating how
thorough the Offeror explains and outlines the work plan.
c. Cost/price proposal
A Board price evaluation team will use the same review process to evaluate each
Offeror’s cost/price proposal as formatted according to Section B. Offerors are reminded
that they must use the format set forth in Section B in submitting their cost/price
proposals. The price evaluation team will evaluate the cost/price proposals for price
reasonableness, realism, risk, and any other criteria set forth in Section B. The price
evaluation team may reject unrealistically low or materially unbalanced offers. The
lowest price, acceptable proposal will be awarded number (#) ZZZ points, and higher
priced bids will get points in an inverse proportion.
d. Covered Company Preference
If a covered company, as defined in Section M.25, is among the Offerors whose
cost/price proposal is being evaluated under this section, costs will be adjusted as
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
described in subparagraph 1., below. The adjusted costs will be used when awarding cost
points under the process described in paragraph c., above.
1. Except for the acquisitions described in subparagraph 2., below, if a responsible
covered company submits a responsive bid, quotation, or proposal, the Contracting
Officer shall, for the purpose of price evaluation, add to each noncovered company’s
proposal the following factor(s): three percent (3%) of the first $500,000, plus one
percent (1%) for any amount of the bid, quotation, or proposal that exceeds $500,000.
After applying this price adjustment, the Contracting Officer will evaluate the
proposals and award the Contract as provided in paragraphs a. and c., above.
2. No price adjustment will be calculated in any of the following acquisitions, even if a
covered company is a bidder: (1) the value of the contract is equal to or less than
$100,000, (2) the acquisition is a set-aside under the Board’s Small and
Disadvantaged Business Acquisition Policy, (3) the covered company has executed a
waiver of the price preference, (4) price is not a factor in the evaluation, or (5) the
contract is being awarded pursuant to the Trade Agreements Act or another
international agreement.
I.2

FACTORS TO DETERMINE A RESPONSIBLE OFFEROR
a. The Offeror shall provide financial statements for its two most recently completed fiscal
years.
b. The Offeror shall disclose any actions pending before any body competent to rule on,
adjudicate, or referee any legal dispute, including labor or workers’ compensation
controversies, or bankruptcy filings.
c. The Offeror shall possess, as of the date of release of this Solicitation, all required
licenses and/or permits to conduct business both in the jurisdiction in which their main
offices are located, and in Washington, DC. The Offeror shall indicate the type(s) of
licenses and/or permits that have been issued to them, and the names of the issuing
jurisdictions. The Offeror shall provide copies of such licenses and/or permits if
requested. The Offeror shall keep current all required licenses and permits.
d. The Offeror shall certify, as of the date of release of this Solicitation, that it has paid all
taxes due, withholding or otherwise, and that it is not a party to any action by any taxing
jurisdiction or authority to collect overdue or back taxes.
e. If an Offeror has financial statements that are weak, has any actions pending, has not
obtained or retained the required licenses and/or permits, has any outstanding taxes, or
fails to provide any other information required by this Solicitation, the Offeror shall fully
explain such action or deficiency so that the Contracting Officer may have sufficient
information to determine whether the Offeror is a responsible Offeror.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
f. The Offeror's past performance (see Factor No. 1 of the technical proposal evaluation)
will be evaluated as follows:
a. Quality of product or service. This refers to compliance with contract
requirements, accuracy of reports, and technical excellence.
b. Timeliness of performance. This refers to whether the Offeror met interim
milestones, was reliable and responsive to technical direction, completed the
project on time, including wrap-up and contract administration, and no liquidated
damages.
c. Cost control. This refers to the budget and cost efficiencies, and also whether the
invoices were accurate and complete, and there were no overruns.
d. Business relations. This refers to effective management, effective small and small
disadvantaged-business subcontracting programs, reasonable and cooperative
behavior, flexible effective Contractor-recommended solutions, and business-like
concern for the organization's interest.
e. Customer satisfaction. This refers to end user satisfaction with the Contractor's
service.
OPTIONAL IN THE EVALUATION FACTOR YYY
Past performance will receive number (#) ZZZ of the noncost/price factors ratings. Or
the following: YYY
1. A statement of the Offeror’s financial condition.
2. Demonstration of prior satisfactory performance. This demonstration shall
include a list of references, including individual names, addresses, and telephone
numbers of negotiated contracts of those with whom the Offeror has most
recently conducted business.
3. Demonstration of adequate financial resources, or the ability to obtain such
resources as required during performance of the Contract.
4. Demonstration of the ability to comply with the required or proposed delivery
schedule, taking into consideration all existing business commitments, both
commercial and Board.
5. Demonstration of the necessary organization, experience, accounting and
operational controls, and technical skills, or the ability to obtain them.
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
6. Demonstration of the necessary production, construction, and technical equipment
and facilities, or the ability to obtain them.
7. Demonstration that the Offeror is otherwise qualified and eligible to receive an
award under applicable laws and regulations.
I.3

PROTESTS

Any actual or prospective Contractor who is aggrieved in connection with the solicitation or
award of a contract may submit a written protest consistent with the provisions of Section M.23.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION J
CONTRACT ADMINISTRATION
J.1

CONTRACT TYPE

It is contemplated that the Board will award a type ZZZ contract to the successful Offeror.
(If construction add the Davis Bacon clause) YYY
J.2

PERIOD OF PERFORMANCE

The initial period of performance under the Contract will be from ZZZ, 2005 through ZZZ,
2005, with one year option periods of performance as set forth in Section J.2.1 below. YYY
J.2.1 OPTION TO EXTEND CONTRACT YYY
The Board may extend the Contract for number (#) ZZZ additional one-year periods
without formal recompetition, based on the Contractor’s satisfactory performance as
determined by the COTR at his/her sole discretion, continued project funding, and
subject to a continuation of the Contract and the continued need for the Contractor to
perform services under the Contract.
The Board may extend the Contract by giving written notice to the Contractor at any time
prior to the Contract’s expiration date. If the Board exercises this option, the extended
Contract shall be considered to include this option provision.
The total duration of this Contract including the exercise of any option under this clause
shall not exceed number (#)ZZZ years without written modification to the Contract.
Negotiated extensions of the Contract beyond the option periods without formal
competition are a Board prerogative and not a contractual right.
J.3

INVOICES

The Contractor shall submit invoices in arrears and on a thirty-day (30) cycle or in accordance
with Clause 6, Payments, of the General Contract Provisions. The terms are net 30/prompt
payment. All invoices shall show the contract number and modification number, if issued.
The Contractor shall submit invoices via electronic mail to [email protected] or
by facsimile to (202) 452-2840. If the Contractor does not have access to electronic mail or
facsimile equipment, it may also submit the invoice by postal mail in duplicate (original and one
copy) to:

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Federal Reserve Board
Accounting Section, Mail Stop 152
20th and C Streets, NW
Washington, DC 20551
If any travel is authorized under this Contract, the Contractor shall attach to the invoice all
documentation for travel expenses. The Contractor shall be reimbursed according to the Board's
travel policy in effect on the date of travel.
J.4

CONTRACT MANAGEMENT

Contract management is as follows:

J.5

Name

Title

Name ZZZ

Contracting Officer

Name ZZZ

Procurement Manager

Name ZZZ

Contract Specialist

Name ZZZ

COTR

COTR FUNCTIONS AND LIMITATIONS

Name ZZZ is designated the cognizant COTR who represents the Contracting Officer in
administering technical details within the scope of the Contract and in inspecting and accepting.
The COTR is not otherwise authorized to make any representations or commitments of any kind
on behalf of the Contracting Officer or the Board. The COTR does not have the authority to
alter the Contractor's obligations or change the terms and conditions of the Contract. If, as a
result of technical discussions, it is desirable to alter or change contract terms and conditions,
changes will be issued in writing and signed by the Contracting Officer or his/her authorized
representative.
Some of the types of actions within the scope of the COTR's authority are:
a. To assure compliance of the Contractor's performance with Section C, the
StatementWork.
b. To perform or cause to be performed those inspections necessary to determine the
Contractor's compliance with the technical requirements and the Statement of Work.
c. To maintain both oral and written communications with the Contractor concerning those
aspects of this Contract within his/her purview.
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
d. To monitor the Contractor's performance and to advise the Board's Senior Contract
Specialist ZZZ of any deficiencies.
e. To coordinate the availability of Board-furnished property and services and to provide
entry to the work area for the Contractor's personnel, as required.
f. To obtain the Contractor's proposal for a change order and to relay the information in a
memo to the Senior Contract Specialist. ZZZ
g. To review invoices and, based on satisfactory performance of the terms and conditions of
the Contract, to notify the Accounting Section that a payment should be made pursuant to
the Contract.
h. To determine final acceptance of services provided under this Contract.

SOA (v. 111011)

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION K
REPRESENTATIONS AND OTHER STATEMENTS OF OFFEROR
The Offeror shall include one copy of Section K, Representations and Other Statements of
Offeror, in Volume I (Offer). To make the offer binding, the Offeror shall complete all blocks of
Section K, as required, type in the name of the authorized signing official in the space reserved
for his/her signature, and sign the form on that space.

1. Small business concern
2. Regular dealer-manufacturer
3. Quotation acceptance period
4. Contingent fee
5. Type of business organization
6. Persons authorized to conduct negotiations for Offeror
7. Previous contracts and compliance reports
8. Affirmative action compliance
9. Equal employment compliance
10. Intended place(s) of performance or other establishment(s) from which the
supplies are to be furnished or services are to be performed
11. Acknowledgment of amendments
12. Acknowledgement of duties, responsibilities, and authority

SOA (v. 111011)

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
REPRESENTATIONS AND OTHER STATEMENTS OF OFFEROR
K.1

SMALL BUSINESS CONCERN

The Offeror ( ) is, ( ) is not a small business concern.1 If the Offeror is a small business concern
and is not the manufacturer of the supplies offered, it also represents that all supplies to be
furnished hereunder ( ) will, ( ) will not be manufactured or produced by a small business
concern in the United States, its possessions or Puerto Rico.
K.2

REGULAR DEALER-MANUFACTURER (applicable only to supply contracts
exceeding $10,000.

The Offeror is a ( ) regular dealer in, ( ) manufacturer of the supplies offered.
K.3

QUOTATION ACCEPTANCE PERIOD

This quotation is valid for ZZZ days from ZZZ. (Delete note: A minimum of sixty (60) calendar
days should be allowed. YYY)
K.4

CONTINGENT FEE (applicable only to supply contracts exceeding $100,000)
a. The Offeror ( ) has, ( ) has not employed or retained any company or person (other than a
full-time, bona fide employee working solely for the Offeror) to solicit or secure this
Contract; and
b. The Offeror ( ) has, ( ) has not paid or agreed to pay any company or person (other than a
full-time, bona fide employee working solely for the Offeror) any fee, commission,
percentage, or brokerage fee contingent upon or resulting from the award of this contract;
and
c. The Offeror agrees to furnish information relating to (a) and (b) above, as requested by
the Contracting Officer.
If the Offeror, by checking the appropriate box, has represented that it has employed or
retained a company or a person (other than a full-time bona fide employee working solely
for the Offeror) to solicit or secure this Contract, or that it has paid or agreed to pay any

1 A small business concern for the purpose of government procurement is a concern, including
its affiliates, which is independently owned and operated, is not dominant in the field of
operation in which it is quoting on government contracts, and can further qualify under the
criteria concerning number of employees, average annual receipts, or other criteria, as prescribed
by the Small Business Administration. (See Code of Federal Regulations, Title 13, Part 121, as
amended, which contains detailed industry definitions and related procedures.)
SOA (v. 111011)
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
fee, commission, percentage or brokerage fee to any company or person contingent upon
or resulting from the award of this contract, the Offeror shall provide a statement that:
1. Provides the full name and business address of any or all company(ies) or
person(s) employed or retained to solicit or obtain this contract and indicate
whether such is an individual, a partnership or a corporation.
2. Describes the relationship of the Offeror to such person or entity (for instance, a
sales or purchasing representative, a broker, an employee, or a corporate officer
or principal and,
3. Indicates whether a written contract or agreement exists regarding such
relationship. If a contract exists, the Offeror must provide a copy of such
contract; otherwise, it must state in detail the terms of such arrangement including
the amount and the method of computation of compensation and expenses.
The Offeror shall submit two copies of this statement, each signed by an authorized principal. If
the Offeror has previously submitted a completed statement to the office issuing this Solicitation,
the Offeror may accompany its quotation with a signed statement (i) indicating when it
previously furnished such completed form, (ii) identifying by number the previous solicitation or
contract, if any, in connection with which it submitted such form, and (iii) representing that the
statement in such form is applicable to this quotation.
K.5

TYPE OF BUSINESS ORGANIZATION

The Offeror operates as ( ) an individual, ( ) a partnership, ( ) a nonprofit organization, ( ) a
corporation incorporated under the laws of the State of
.
K.6

PERSONS AUTHORIZED TO CONDUCT NEGOTIATIONS FOR OFFEROR SHALL
BE THE FOLLOWING:
Name(s)/Title(s)

K.7

Phone No(s)

PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (NOTE: Applicable only
to contracts or subcontracts that are not exempt from the equal opportunity compliance
clause.) YYY

The Offeror represents that:
a. It ( ) has, ( ) has not participated in a previous contract or subcontract subject either to the
Equal Opportunity Compliance clause herein or the clause originally contained in Section
301 of Executive Order No. 10925, dated March 6, 1961, or the clause contained in
Section 201 of Executive Order No. 11114, dated June 22, 1963;
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
b. It ( ) has, ( ) has not filed all required compliance reports; and
c. It shall obtain representations indicating submission of required compliance reports,
signed by proposed subcontractors, prior to subcontract award(s).
K.8

AFFIRMATIVE ACTION COMPLIANCE

The Offeror represents that it ( ) has, ( ) has not less than fifty (50) employees.
The Offeror represents that it ( ) has, ( ) has not developed and maintained at each of its
establishments a written affirmative action compliance program policy.
K.9

EQUAL EMPLOYMENT COMPLIANCE

By submission of this offer, the Offeror represents that:
a. To the best of its knowledge and belief, except as noted below, up to the date of this offer
no written notice such as a show cause letter, a letter indicating probable cause, or any
other written notification citing specific deficiencies, has been received by the Offeror
from any Federal government agency or representative that the Offeror or any of its
divisions or affiliates or known first-tier subcontractors is in violation of (i) any of the
provisions of Executive Order 11246 of September 24, 1965, as amended, or (ii) the rules
and regulations of the Secretary of Labor and specifically as to not having an acceptable
Affirmative Action Compliance Program or being in noncompliance with any other
aspect of the Equal Employment Opportunity Program.
b. Should there be any change (i) in the Offeror's status or circumstances between this date
and the date of expiration of this offer or any extension thereof, or (ii) during any
Contract's performance period or extension thereof resulting from this Solicitation, the
Offeror will promptly notify the Contracting Officer.
K.10

INTENDED PLACE(S) OF PERFORMANCE OR OTHER ESTABLISHMENT(S)
FROM WHICH THE SUPPLIES ARE TO BE FURNISHED OR SERVICES ARE TO
BE PERFORMED

The Offeror shall stipulate in its offer the following: the plant(s) where the work is to be
performed, the street address(es), and the name(s) and address(es) of the owner(s) and
operator(s) if other than the Offeror. If more than one plant is specified, information must be
submitted as to the percentage and the extent of the work that is to be done in each plant listed.

_________________________________
Company Name
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
_________________________________
Street Address
_________________________________
City/County/State/Zip Code
NOTE: If additional space is needed, attach an addendum.
K.11

ACKNOWLEDGMENT OF AMENDMENTS

Amendment No.
K.12

Date

ACKNOWLEDGMENT OF DUTIES, RESPONSIBILITIES AND AUTHORITY

The undersigned acknowledges his/her company's understanding that:
a. The Board's Contracting Officer is the only person authorized to sign contracts or
contract modifications on behalf of the Board.
b. The Board's Contracting Officer is the only person authorized to issue change orders to
Board contracts. The Contracting Officer will only issue changes in accordance with the
changes clause of the General Contract Provisions.
c. A person designated in any Board contract as a representative of the Contracting Officer
to inspect and accept products or services on behalf of the Contracting Officer or to
provide technical oversight during contract performance, does not have the authority to
make changes to the contract terms and conditions for any reason whatsoever. Such
person may have the designation of COTR or Contracting Officer's Representative, or
any other designation.
d. As a Contractor for the Board, any services performed or products delivered not
specifically required under the Contract terms and conditions shall be provided at the
Contractor's own expense and the Contractor shall not file any claim for reimbursement
from the Board.
This acknowledgment is a material representation of fact upon which reliance will be placed by
the Board in any contract agreed to as a result of this solicitation.
______________________________________________
Company Name and Address (Typed)
________________________________
Name and Title (Typed)
SOA (v. 111011)

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
________________________________
Date
________________________________
Signature

SOA (v. 111011)

Page 26 of 77

Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION L
GENERAL INSTRUCTIONS AND INFORMATION
L.1

GENERAL INSTRUCTIONS
a. A Solicitation, Offer, and Award form, completed and signed by the Offeror, constitutes
the Offeror's acceptance of the terms and conditions of this solicitation. The Offeror
shall type in the name of the authorized signing official in Block 15 of the Solicitation,
Offer, and Award form. The form shall be executed by a representative of the Offeror
who is authorized to commit the Offeror to contractual obligations.
b. The Offeror is expected to examine the entire solicitation document. Failure to do so
shall be at the Offeror's own risk.
c. Each Offeror shall furnish all information required by this Solicitation. The Offeror shall
also fill in all blocks of Section K as required, and shall enter in the name of the
authorized signing official in the space reserved for his/her signature.

L.2

DEFINITIONS

The following terms shall have the meaning as set forth below for this Solicitation:
Board means the Board of Governors of the Federal Reserve System.
Contract means this Solicitation, Offer, and Award after execution of the Award section
of the Solicitation, Offer, and Award form by the Contracting Officer.
Contracting Officer’s Technical Representative means the person designated to represent
the Contracting Officer in administering the technical details of this Solicitation as more
fully described in paragraph J.5 of Section J.
Contractor means the Offeror who is awarded a Contract under this Solicitation.
Offerors means those persons to whom the Board sent a Solicitation.
Solicitation means this Solicitation, Offer, and Award document initially issued by the
Board seeking proposals from Offerors.
L.3

QUALIFICATION OF PROSPECTIVE CONTRACTOR

The Board will consider proposals only from Offerors who are regularly established in the
business called for, and who are financially responsible and able to show evidence of their
reliability, capability, and experience. The Offeror shall have the equipment, facilities, and
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
personnel directly employed or supervised by it to render prompt and satisfactory performance at
the time of award. If the Offeror intends to subcontract any portion of the operation, it shall be
so stated in its proposals. The qualifications of the identified subcontractor(s) will then be
considered along with those of the prime Contractor.
L.4

CONDITIONS
a. This Solicitation does not commit the Board to pay any cost incurred in the preparation
or submission of any proposal. The Board is not liable for any costs incurred in
anticipation of a contract award. The Contracting Officer, at his/her sole discretion, may
allow those costs that if incurred after contract award would be allowable.
b. This Solicitation in no way obligates the Board to award a contract(s), and the Board
reserves the right to reject any and all offers for any reason that the Contracting Officer
determines.
c. The Board reserves the right to award to other than the low-cost Offeror.
d. The Board reserves the right to award a contract(s), after receipt of proposals, without
further discussion. Therefore, it is emphasized that all proposals should be submitted
initially on the most favorable terms from a cost and technical standpoint that the Offeror
can submit to the Board.
e. The proposal shall be signed by an official authorized to commit the Offeror to a
contract.
f. The Offeror will guarantee its prices for a minimum of sixty (60) days from the due date
of proposal.

L.5

FORBIDDEN CONTACT

Offerors are cautioned against discussing the preparation of proposals or technical questions with
Board technical personnel. The circumstances of any unauthorized contact, when verified, may
result in disqualification of the Offeror's proposal. Discussions with Board technical personnel
concerning the specifications, the documents incorporated by reference, pricing, or any other
technical matters are strictly forbidden.
L.6

INTERPRETATION OF CONTRACT REQUIREMENTS

No interpretation of any provision of this Solicitation, including applicable specifications, shall
be binding on the Board unless furnished or agreed upon in writing by the Contracting Officer or
his/her designated representative authorized to make such interpretation.

SOA (v. 111011)

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
L.7
INSURANCE
The selected Offeror shall obtain all insurance coverage such as workers' compensation or
employer's liability coverage, general liability insurance, including commercial general liability,
completed operations, and any other coverage that may be required by law, regulation, or
ordinance, or is otherwise carried as common industry practice.
The insurance referred to above shall protect the Offeror, as named insured, up to the respective
policy limits with respect to claims for damages for injury to persons or property arising out of
or in connection with any act or omission of the Offeror or of any agent of the Offeror or of
anyone directly or indirectly employed or retained by any of them with respect to the
performance of services hereunder. The Offeror shall furnish the Board with evidence, in a form
satisfactory to the Board, from its insurance companies showing that the above insurance is in
force, stating policy numbers, effective dates, expiration dates, and limits of liability there under.
All policies providing the above insurance shall be endorsed to provide that the insurance
company shall notify the Board, in writing, thirty (30) days prior to any cancellation of or change
in the above insurance. Compliance by the Offeror with the foregoing requirements to carry
insurance shall not relieve the Offeror from liability assumed hereunder. The Board shall be
named as an additional insured on said insurance policies.
L.8

EXCEPTIONS AND/OR DEVIATIONS

Offerors are cautioned that any exceptions or deviations taken to any provision of this
Solicitation may result in that Offeror's entire proposal being declared unacceptable. It is the
Board's intent that an Offeror satisfactorily meet each and every requirement as stated in this
Solicitation. Should the Offeror request exceptions and/or deviations from any requirement of
Section C, the Statement of Work, and/or any other clauses, provisions, or terms and conditions
of this Solicitation, that request will be held to the highest burden of justification. Offerors shall
identify in Volume 1 each requirement, clause, provision, or term and condition for which it
requests exceptions and/or deviations. Each exception and/or deviation identified shall be fully
explained including sufficient justification as to technical advantage, cost savings, and/or
benefits to the Board so that the Board can thoroughly evaluate the Offeror's input and determine
if it is in the best interest of the Board. If the Offeror's explanation is not acceptable to the
Board, the exception and/or deviation will not be allowed, and, unless the original requirement is
met, the Offeror's proposal may be found unacceptable.
L.9

MULTIPLE PROPOSALS

Offerors may submit more than one proposal in response to this Solicitation provided that each
proposal addresses and meets all requirements specified herein. If multiple proposals are
submitted, each proposal shall be clearly labeled and identified on the cover page of each
separate document, and the reason for each additional proposal and its comparative benefits shall
be explained. Each page of each proposal shall identify the proposal to which it belongs. Each
proposal shall be a complete offer in and of itself. Each proposal submitted will be evaluated on
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
its own merits. The Board will not accept or evaluate proposals for requirements other than
those identified in this Solicitation.
L.10

FOCUSED ALTERNATIVES

Alternate proposals aimed at satisfying specific elements of the Board's overall requirements in a
unique or alternative manner will be permitted if accompanied by and fully cross-referenced to a
fully compliant proposal. Each such proposal will be evaluated on its focused proposed
solutions and the common solutions of the responsive proposal that accompanies it. Proposals
that do not address all requirements (either directly or by cross-reference) may be deemed
unacceptable.
L.11

IDENTIFICATION OF RESTRICTED RIGHTS IN COMPUTER SOFTWARE

Offerors are cautioned of the requirement that any restrictions on the Board concerning use or
disclosure of computer software that was developed at private expense and is to be delivered
under the Contract must be set forth in an agreement to be negotiated prior to award and made a
part of the Contract. Therefore, the Offeror shall identify in its proposal, to the extent feasible,
any computer software that was developed at private expense and upon which it desires to
negotiate restrictions, and shall state the nature of the proposed restrictions. A listing of such
software shall be attached to and included as part of the Technical Proposal. If no such software
is identified in the proposal, the Board assumes it has unlimited rights. Offerors will be deemed
to have given a warranty by the signing of the proposal section of the Solicitation, Offer, and
Award form (Section A) that software rights are not limited.
L.12

LATE PROPOSALS, MODIFICATIONS OF PROPOSALS, AND WITHDRAWALS
OF PROPOSALS

a. Any proposal received by the office designated in this Solicitation after the exact time
specified for receipt will not be considered unless it is received before award is made;
and
1. it was sent by registered or certified mail not later than the fifth calendar day prior
to the date specified for receiving offers (for instance, an offer submitted in
response to a solicitation requiring receipt of offers by the twentieth of the month
shall have been mailed by the fifteenth or earlier),
2. it was sent by mail, and it is determined by the Board that the late receipt was due
solely to mishandling by the Board after receipt at the Board; or
3. it is the only proposal received.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
b. Any revision of an Offeror’s proposal, except a revision resulting from the Contracting
Officer's request for best and final offer, is subject to the same conditions as in a.1. and
a.2. above.
c. A revision to an Offeror’s proposal resulting from the Contracting Officer's request for
best and final offer received after the time and date specified in the request will not be
considered unless received before award and the late receipt is due solely to mishandling
by the Board after receipt at the Board’s installation.
d. The only acceptable evidence to establish:
1. the date of mailing of a late proposal or modification sent either by registered or
certified mail is the US or Canadian Postal Service postmark on the wrapper or on
the original receipt from the US or Canadian Postal Service.2 If neither postmark
shows a legible date, the proposal or modification of the proposal shall be deemed
to have been mailed late.
2. the time of receipt at the Board is the Board's time/date stamp on the proposal
wrapper or other documentary evidence of receipt maintained at the Board.
e. Notwithstanding the above, a late revision of an otherwise successful proposal, which
makes its terms more favorable to the Board, will be considered at any time it is received
and may be accepted.
f. Proposals may be withdrawn by written notice received at any time prior to award.
Proposals may be also withdrawn in person by an Offeror or its authorized representative,
provided that the identity of this person is made known and that he/she signs a receipt for
the proposal prior to award.
L.13

PROPOSAL SUBMISSION

a. Proposals shall set forth full, accurate, and complete information.
b. Offerors shall submit proposals by mail or messenger to the following address:
Federal Reserve Board
Procurement Section, Mail Stop 128
20th and C Streets, NW
Washington, DC 20551
2The term postmark means a printed, stamped, or otherwise placed impression, exclusive of a postage

meter impression, that is readily identifiable without further action as having been supplied and affixed on
the date of mailing by employees of the U.S. or Canadian Postal Service. Therefore, Offerors should
request the postal clerk to place a bull's-eye, that is, a hand-stamped cancellation or postmark, on both the
receipt and the envelope or wrapper.
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Attention: Specialist Name ZZZ
RE: Solicitation ZZZ
c. The Board will accept proposals at the above address until the time and date specified
below. Proposals received after this time and date will be processed as specified in
section L.12 above.
Closing date:

DATE ZZZ

Closing time: 2:00 pm (Washington, DC time)
d. Proposals shall be typed on paper no larger than 8-1/2 by 11 inches, using one side only.
Expensive paper or elaborate artwork and bindings are neither necessary nor desired.
e. Information requested in this Solicitation shall be furnished completely in compliance
with instructions. The information requested and the manner of submission are essential
to permit prompt evaluation of all proposals, and on a fair and uniform basis.
Accordingly, the Board reserves the right to declare as nonresponsive, and to reject any
proposals in which material information requested is not complete.
f. Proposals submitted in response to this Solicitation may contain technical data, trade
secrets, and commercial or financial information that is privileged and confidential and
that the Offeror does not want disclosed or used for any purpose other than evaluation of
the proposal by the Board. The Offeror may restrict the disclosure or use of such data or
information by identifying specific pages on the proposal as "RESTRICTED DATA" and
by marking the cover sheet of the proposal with the legend below:
TECHNICAL DATA, TRADE SECRETS, COMMERCIAL AND/OR
FINANCIAL INFORMATION CONTAINED IN PAGES ZZZ OF THIS
PROPOSAL NO. ZZZ, AND MARKED "RESTRICTED DATA" SHALL NOT
BE DISCLOSED OR USED OTHER THAN FOR PROPOSAL EVALUATION
PURPOSES BY THE BOARD, EXCEPT THAT SUCH RESTRICTED DATA
MAY BE USED IN ACCORDANCE WITH THE PROVISIONS OF ANY CONTRACT AWARDED AS A RESULT OF, OR IN CONNECTION WITH, THIS
PROPOSAL. THIS RESTRICTION DOES NOT LIMIT THE BOARD'S RIGHT
TO DISCLOSE OR USE SUCH DATA OR INFORMATION IF OBTAINED
FROM ANOTHER SOURCE WITHOUT SUCH RESTRICTIONS.
The above restriction shall not be construed as altering or limiting in any way the Board’s
obligation under the Freedom of Information Act (5 U.S.C. § 552), or any other
applicable law or rule, court order or Congressional requirement, or any other right
reserved by the Board.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
The Board assumes no liability for disclosure or use of unmarked technical data, trade
secrets, and commercial and financial information, and may disclose or use such data or
information for any Board purpose.
g. Nonresponsive proposals will be identified and will be eliminated from further
consideration. A proposal that is nonresponsive is one that:
1. Does not address itself to the mandatory requirements of this Solicitation.
2. Contains major deficiencies, omissions, or out-of-line costs.
h. Offerors are cautioned that an award may be made without further discussions or
negotiations, or a request for best and final offer.
i. Proposals shall consist of one complete original and the number of copies as stated
below. Proposals shall be submitted in three volumes, each separate and complete in
itself in order that evaluation of one may be accomplished independently of, and
concurrently with, evaluation of the others. Each volume shall be titled and submitted as
follows:
Volume I Cover Letter. Submit one original. Volume I shall consist of any exceptions
taken by the Offeror, the completed and signed Representations and Other Statements of
Offerors, and the Vendor Information form.
Part A -- Identification of Exceptions
The Offeror shall provide identification and explanation of any exceptions or
deviations taken or conditional assumptions made with respect to the Offeror's
proposal versus the requirements of this Solicitation. Any exceptions taken shall
contain sufficient amplification and justification to permit evaluation. All
benefits to the Board shall be explained for each exception taken. Such
exceptions will not, of themselves, automatically cause a proposal to be deemed
unacceptable unless they fail to provide sufficient benefits to the Board, or result
in material deviations from the requirements of Section C, the Statement of Work.

SOA (v. 111011)

Part B

Signed Certification and Representation (Section K)

Part C

Vendor Information Form (Section N)

Part D

Solicitation, Offer and Award Form (Section A)

Part E

The information requested in paragraph I.2 of section I

Part F

Subcontractor plan (if required) YYY
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Volume II Technical Proposal. Submit one original and five copies. Volume II shall
be termed the "technical proposal," and shall be prepared in accordance with the
instructions provided in paragraph below. The technical proposal shall not contain any
reference to price. The technical proposal shall be presented in a concise and
straightforward manner.
Part A Management Plan
In this part, the Offeror shall provide a detailed description of its approach to
meeting the requirements of this Solicitation. To facilitate evaluation of the
Management Plan, the order of presentation should follow the sequence set forth
below.
1. Key personnel. The Offeror shall provide résumés of key personnel and other
information as set forth in Section H.
2. Offeror's experience. The Offeror shall provide a description of its experience in
providing services of the type and complexity required in this Solicitation to the
federal government, or to the Federal Reserve System, or to other clients of
similar-sized workforce. Detailed information shall be provided, including years
in business and references as required in Section C, the Statement of Work.
3. Offeror's approach to requirements. The Offeror shall narrate its approach to
meeting or exceeding the requirements indicated in Section C, the Statement of
Work.
Part B References and Corporate Qualifications
1.

SOA (v. 111011)

References. Offerors shall submit at least six YYY references consisting of
present or past clients, within the past five years, who are capable of verifying the
following:
a.

Two YYY references documenting the Offeror's ability to manage projects
comparable (as close as possible in size, complexity, and scope) to the
Solicitation resulting from this acquisition.

b.

Four YYY references, for itself and for all major subcontractors, capable
of documenting that, in combination, the Offeror and subcontractors have
provided, operated and managed contracts comparable (as close as
possible in size, complexity, and scope) to those required under this
Solicitation.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
The Offeror shall provide the following information on each client
reference:
a.
b.
c.
d.

Total contract value
Contracting Officer name, address, and telephone number
Brief description of the services, size, and scope of services
Information on whether the Offeror is currently providing services
under the Contract

2.

Corporate qualifications. Offerors shall submit material describing their
general corporate capabilities and qualifications.

3.

Implementation plan. The Offeror shall provide a detailed work plan and
schedule for implementing the program.

Volume III Cost/Price Proposal. Submit one original and two copies.
Volume III shall be termed "cost/price proposal." This volume shall consist of completed
cost proposal forms in the format set forth in Section B. The cost proposal form shall be
sealed in a separate envelope marked "Cost/Price Proposal for Solicitation ZZZ."
L.14

INDEMNIFICATION

By signing the Proposal section of the Solicitation form, the Offeror agrees to save and hold
harmless the Board, its members, officers, and employees from liability of any kind or nature,
including cost and expenses to which they might become subject, arising or resulting in whole or
in part from the negligent performance of the Offeror upon award of a contract to the Offeror
under this Solicitation including action or failure to act by its owners, directors, officers,
employees, agent, or subcontractors.
L.15

NOTICES

All notices required to be sent under this Solicitation shall be sent certified mail, return receipt
requested, overnight deliver (using a service that verifies receipt of delivery), or messenger
service (using a service that verifies receipt of delivery).
Notices to the Board shall be sent to:
Federal Reserve Board
Procurement Section, Mail Stop 128
20th and C Streets, NW
Washington, DC 20551
Attention: Michael Kelly, Procurement Manager
RE: Solicitation ZZZ
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
Notices to the Contractor will be sent to the person and address set forth in Section 12. of the
Representations And Other Statements Of Offer (Section K).
L.16

SECURITY

a. General. The Contractor shall require its personnel and those of its subcontractors and
suppliers to comply with all Board security standards and procedures. Such personnel
will be briefed on the Board’s security standards and procedures, and will be provided
with written documentation of these standards and procedures.
b. Personnel access. All personnel of the Contractor and its subcontractors, suppliers and
associates who require access to Board property must be cleared in advance by the
Board’s Security Department. The Contractor shall provide the Board with a list of all
personnel requiring access to the site, which shall include legal names, dates of birth, and
social security account numbers. This list shall be continuously updated. The Contractor
shall notify the Board immediately, in writing, of any changes to the list, including any
personnel who are no longer employed by Contractor or its subcontractors, suppliers and
associates.
c. Access badges. The Board denies access to its premises to any individual who does not
possess a valid access badge issued by the Board. Access badges issued by other
organizations are not valid at Board facilities. The Board issues two types of badges to
non-FRB personnel. The first is a paper “Escort Required” badge, which is valid only on
the day on which it is issued. An individual who holds only a daily “Escort Required”
badge must be escorted by authorized personnel. The second type of badge is a
laminated photo-identification badge. Holders of photo-identification badges are
authorized access to Board property without requiring an escort, and are also authorized
to escort holders of “Escort Required” badges.
Generally, personnel who work on Board premises for any extended period of time will
be issued photo-identification badges, provided that the results of their security checks
are satisfactory. Personnel who require only short-term or occasional access to the Board
facilities will be issued “Escort Required” badges on a daily basis, and it shall be
Contractor’s responsibility to ensure that such personnel are properly escorted by a
person or persons possessing a valid Board photo-identification badge.
1.

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Lost or stolen badges. Laminated photo-identification badges should be turned
into the Board Security Administration office whenever the job status of the
person holding that badge changes, for instance, resignation, assignment to
another project, project completion. The Security Administration office shall be
notified immediately in the event that a photo-identification badge is lost or
stolen. There is a fee for replacing lost badges.
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d. Security checks. The Board will check the names of all Contractor, subcontractor and
supplier personnel who require access to Board facilities through the FBI National Crime
Information Center (NCIC). Personnel requiring an “Escort Required” badge will be
screened by name and social security account number. This screening typically takes less
than a day. Personnel who require a laminated photo-identification badge will be
screened not only by name and social security account number, but also by their
fingerprints. This check is conducted by submitting the individual’s fingerprints to the
Office of Personnel Management (OPM), which forwards them to the FBI. It normally
takes 2-3 days for the FRB to receive a response.
1.

Results of security checks. The determination as to the suitability of any
employee or associate of the Contractor or its subcontractors or suppliers to enter
the Board’s premises shall be made by the Board at its sole discretion. The Board
may, as a result of the fingerprint security check described above, deny access to
a person who had previously been granted temporary access based on a name and
social security account number check.

e. Security alert system. The Board has a security alert system that somewhat models the
National Alert System. The Board normally operates at the Code Yellow level.
Individuals in possession of a valid Board photo-identification badge are granted
uncontrolled access to Board facilities and free movement within the premises (except for
certain restricted areas) during Code Yellow conditions, while holders of “Escort
Required” badges are required to be screened with magnetometers and their bags and
packages must be x-rayed. During Code Orange conditions, all persons entering Board
facilities are required to be screened with magnetometers, and all bags and packages must
be X-rayed. All vehicles entering Board garages are searched during Code Orange
conditions. When Code Red conditions are in effect, Contractor personnel are not
allowed on the Board’s premises, unless specific exceptions are granted by the Board
Security Administration office.
1.

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Special circumstances. Notwithstanding its condition at any particular
time with respect to the Board’s security alert system, the Board reserves
the right to screen individuals and bags, packages or vehicles as indicated
above at any time as a precondition to granting such individuals access to
Board premises.

PREPROPOSAL CONFERENCE

a. A preproposal conference will be conducted as indicated in the Solicitation cover letter.
b. The Offeror shall submit in writing to the Contract Specialist any questions it has
concerning this Solicitation, in accordance with Section G, above. Written responses to
questions submitted in writing prior to the preproposal conference will be provided
during or after the conference.
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c. Offerors are specifically cautioned that verbal discussion, questions, and replies
regarding this solicitation shall not change the clauses or provisions of this Solicitation.
d. The purpose of this conference is to provide a briefing on this Solicitation, the scope of
work, and the specifications. The Board considers attendance at this conference essential
to preparing a competitive and cost-effective offer, and to understanding the total result
desired by the Board. For building security purposes, please fax in the names of the
attendees with their social security numbers and dates of birth at least 24 hours in
advance of the preproposal conference.

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SECTION M
GENERAL CONTRACT PROVISIONS

1. Definitions
2. Inspection
3. Assignment of claims
4. Federal, state, and local taxes
5. Board-furnished property
6. Funding and Payment
7. Extras
8. Nondisclosure
9. Inspection of Books and Records
9A. Board’s Office of the Inspector General
10. Notice and assistance regarding patent and copyright infringement
11. Covenant against contingent fees and conflict of interest
12. Gratuities
13. Anti-kickback procedures
14. Interpretation of contract requirements
15. Changes
16. Pricing of adjustments
17. Board delay of work
18. Excusable delays
19. Stop work order
20. Termination for convenience of Board
21. Default
22. Disputes
23. Protests
24. Competition in subcontracting
25. Subcontracting Plan
26. Equal opportunity
27. Employment of persons with disabilities
28. Affirmative action for special disabled and Vietnam era veterans
29. Walsh-Healey Public Contracts Act
30. Service Contract Act of 1965
31. Buy American Act
32. Contract Work Hours and Safety Standards Act – Overtime compensation
33. Privacy Act
34. Paperwork Reduction Act
35. Combating Trafficking in Persons
36. Non-Publicity
37. Accessibility of Electronic and Information Technology
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38. Information Security
39. Contractor Personnel

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SECTION M
GENERAL CONTRACT PROVISIONS
M.1

DEFINITIONS

As used throughout this contract, the following terms shall have the meaning as set forth below:
Board identifies the Board of Governors of the Federal Reserve System.
Contract means all types of agreements and orders, including purchase orders for the
procurement of supplies, services, printing, and/or equipment. It includes amendments
and supplemental agreements with respect to any of the foregoing.
Contractor means an individual, partnership, corporation, or other entity responsible for
the execution of a contract to provide goods and/or services at a certain price or rate.
Contracting Officer means the person executing this Contract on behalf of the Board or
his/her successor or successors.
M.2

INSPECTION

a. All work under this Contract shall be subject to inspection and test by the Board to the
extent practicable, at all times (including the period of performance) and places, and in
any event prior to acceptance. The Board, through any authorized representative, may
inspect the premises of the Contractor or any subcontractor engaged in the performance
of this Contract.
b. The Board may reject any work that is defective or otherwise not in conformity with the
requirements of this Contract. If the Contractor fails or is unable to correct or to replace
such work within the delivery schedule or such later time as the Contracting Officer may
authorize, the Contracting Officer may accept such work at a reduction in price which is
equitable under the circumstances.
c. If any inspection or test is made by the Board on the premises of the Contractor or a
subcontractor, the Contractor shall provide, without additional charge, all reasonable
facilities and assistance for the safety and convenience of the Board inspectors in the
performance of their duties. If the Board inspection or test is made at a point other than
the premises of the Contractor or subcontractor, it shall be at the expense of the Board.
All inspections and tests by the Board shall be performed in such a manner so as not
unduly to delay the work. Final inspection and acceptance or rejection of the work shall
be made as promptly as practicable after delivery except as otherwise provided in this
Contract, but failure to inspect and accept or reject the work shall neither relieve the
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Contractor from responsibility for such work as is not in accordance with the Contract
requirements nor impose liability on the Board therefore.
d. The inspection and test by the Board of any work shall not relieve the Contractor from
any responsibility regarding defects or other failures to meet the contract requirements
which may be discovered prior to acceptance. Except as otherwise provided in this
Contract, acceptance shall be conclusive except as regard to latent defects, fraud, or such
gross mistakes as amount to fraud.
e. The Contractor shall provide and maintain an inspection system acceptable to the Board
covering the work hereunder. Records of all inspection work by the Contractor shall be
kept complete and available to the Board during the performance of this Contract and for
such longer period as may be specified elsewhere in this Contract.
M.3

ASSIGNMENT OF CLAIMS

a. Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31
U.S.C. Section 3727, 41 U.S.C. Section 15), if this Contract provides for payments
aggregating $1,000 or more, claims for monies due or to become due the Contractor from
the Board under this Contract may be assigned to a bank, trust company, or other
financial institution, including any federal lending agency, and may thereafter be further
assigned and reassigned to any such institution. Any such assignment or reassignment
shall cover all amounts payable under this Contract not already paid, and shall not be
made to more than one party, except that any such assignment or reassignment may be
made to one party as agent or trustee for two or more parties participating in such
financing.
b. In no event shall copies of this Contract or of any plans, specifications, or other similar
documents relating to work under this Contract, if marked "Top Secret," "Secret," or
"Confidential" be furnished to any assignee of any claim arising under this Contract or to
any other person not entitled to receive the same. Nevertheless, a copy of any part or all
of this Contract so marked may be furnished, or any information may be disclosed, to
such assignee upon the prior written authorization of the Contracting Officer.
M.4

FEDERAL, STATE, AND LOCAL TAXES

a. Except as may be otherwise provided in this Contract, the contract price includes all
applicable federal, state, and local taxes and duties.
b. Nevertheless, with respect to any federal excise tax or duty on the transaction or property
covered by this Contract, if a statute, court decision, written ruling, or regulation takes
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1.
results in the Contractor being required to pay or bear the burden of any such
federal excise tax or duty or increase in the rate thereof which would not
otherwise have been payable on such transactions or property, the Contract price
shall be increased by the amount of such tax, duty, or rate increase, provided that
the Contractor, if requested by the Contracting Officer, warrants in writing that no
amount for such newly imposed federal excise tax, duty, or rate increase was
included in the contract price as a contingency reserve or otherwise; or
2.

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

c. No adjustment pursuant to paragraph (b) above shall be made under this Contract unless
the aggregate amount thereof is or may reasonably be expected to be more than two
hundred and fifty dollars ($250).
d. As used in paragraph (b) above, the term "contract date" means the date set for the bid
opening or, if this is a negotiated Contract, the date of this Contract. As to additional
supplies or services procured by modification to this Contract, the term "contract date"
means the date of such modification.
e. Unless there does not exist any reasonable basis to sustain an exemption, the Board, upon
request of the Contractor, without further liability, agrees, except as otherwise provided
in this Contract to furnish evidence appropriate to establish exemption from any tax
which the Contractor warrants in writing was excluded from the contract price. In
addition, the Contracting Officer may furnish evidence to establish exemption from any
tax that may, pursuant to this clause, give rise to either an increase or decrease in the
contract price. Except as otherwise provided in this Contract, evidence appropriate to
establish exemption from duties will be furnished only at the discretion of the
Contracting Officer.
f. The Contractor shall promptly notify the Contracting Officer of matters which will result
in either an increase or decrease in the Contract price, and shall take action with respect
thereto as directed by the Contracting Officer.

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M.5 BOARD-FURNISHED PROPERTY
No material, labor, or facilities will be furnished by the Board unless otherwise provided for in
the Solicitation.
M.6

FUNDING AND PAYMENT

Notwithstanding any other provision herein, the Board's obligations under this Contract are
contingent upon the Board providing funding for this Contract. The Board shall not be legally
liable or responsible in any way for any payment under this Contract unless and until the Board
makes funds available to the Contracting Officer for this Contract. Contractor may request the
Contracting Officer's written confirmation of the availability of funds, and the Contracting
Officer shall provide such written confirmation if and when the funds become available.
Subject to the foregoing, the Contractor will be paid upon the submission of proper invoices and
vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered
and accepted, less deductions, if any, as provided under the Contract or required by law. Unless
otherwise specified, payment will be made on partial deliveries accepted by the Board when the
amount due on such deliveries so warrants; or, when requested by the Contractor, payment for
accepted partial deliveries shall be made whenever such payment would equal or exceed either
one thousand dollars ($1,000) or fifty (50) percent of the total amount of this Contract. All
payments shall be made by electronic funds transfer (EFT), and to receive payment, the
Contractor must submit the form titled Vendor Information. Notification will be provided by
facsimile to Contractor on the date of payment.
M.7

EXTRAS

Except as otherwise provided in this Contract, no payment for extras shall be made unless the
Contracting Officer authorizes such extras and the price in writing.
M.8

NONDISCLOSURE

The Contractor acknowledges that all information and material related to (a) the security
arrangements and strategies of the Board; (b) economic data; (c) financial, statistical and
personnel data pertaining to Federal Reserve Banks or other financial institutions; and (d)
financial, statistical, personnel, planning and similar information relating to past, present or
future activities of the Board, which has or will come into the possession or knowledge of
Contractor or its agents or employees in connection with this Agreement or the performance
hereof shall be considered to be confidential and proprietary, the disclosure of which to third
parties will be damaging to the Board. The Contractor, therefore, agrees to use such information
only for the Board's benefit and will use the same effort to avoid publication or dissemination of
such information as it employs with respect to the Contractor's own confidential information.
The Contractor agrees to require each of its agents or employees assigned to perform services for
the Board under this Agreement, by means or appropriate written agreements, to keep any such
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information obtained by them while performing such services confidential in the same manner
as, and using the same discretion required of, such persons with respect to confidential
information of Contractor and not to disclose such information to any person (other than a
Contractor’s employee requiring such information in connection with the performance of
services hereunder) without the Board's prior written consent. Notwithstanding any of the
foregoing, the Contractor shall not be required to keep confidential or limit its use of any ideas,
concepts, know-how or techniques related to data processing that the Board intentionally
discloses in writing at any time to the Contractor or developed by either party, and if developed
by the Board intentionally disclosed by the Board in writing, during the course of this
Agreement. The Board by this Agreement does not agree to give Contractor any rights to any
third party ideas, concepts, know-how or techniques. The Contractor shall have no obligation of
any kind with respect to any information which: (a) is already in the possession of the Contractor
except that which has been received under another confidentiality agreement with the Board; (b)
is rightfully received by the Contractor from a third party; (c) is independently developed by or
for the Contractor; or (d) is or becomes publicly available.
M.9

INSPECTION OF BOOKS & RECORDS

a. This clause is applicable to any Contract regardless of the amount or the manner into
which it was entered.
b. The Contractor agrees that the Board (including its authorized representative and/or its
OIG) (collectively for this Section M.9, “Board”) shall, until expiration of three (3) years
after final payment under this Contract, have access to and the right to examine any
directly pertinent books, documents, papers, and records of the Contractor involving
transactions related to this Contract. The Contractor further agrees to include in all its
subcontracts hereunder a provision to the effect that the subcontractor agrees that the
Board shall have the same rights to the subcontractor as specified in paragraph (a) above.
c. The periods of access and examination described in (b) and (c) above, for records which
relate to (1) litigation or the settlement of claims arising out of the performance of this
Contract, or (2) costs and expenses of this Contract as to which exception has been taken
by the Board, shall continue until such litigation, claims, or exceptions have been
disposed of.
M.9A BOARD'S OFFICE OF THE INSPECTOR GENERAL (OIG)
a. This clause is applicable to any Contract regardless of the amount or the manner into
which it was entered.
b. For the avoidance of doubt, nothing in this Contract (including Section M.9) shall limit
the OIG’s authority under the Inspector General Act to examine the Contractor’s books,
documents, papers, etc.
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c. The Contractor and any subcontractor shall make notification (including posting notices
in each of their respective facilities) to all Contractor and subcontractor employees
working on this Contract of the Board's OIG hot line telephone number, 1-800-827-3340,
and to report any suspected "waste, fraud, or abuse" transactions related to the
performance of this Contract.

M.10 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT
Note: This clause is applicable to all contracts exceeding one hundred thousand dollars
($100,000).
a. The Contractor shall report to the Contracting Officer, promptly and in reasonable
written detail, each notice or claim of patent or copyright infringement based on the
performance of this Contract of which the Contractor has knowledge.
b. In the event of any claim or suit against the Board on account of any alleged patent or
copyright infringement arising out of the performance of this Contract or out of the use of
any supplies furnished or work or services performed hereunder, the Contractor shall
furnish to the Board, when requested by the Contracting Officer, all evidence and
information in possession of the Contractor pertaining to such suit or claim. Such
evidence and information shall be furnished at the expense of the Board except where the
Contractor has agreed to indemnify the Board.
c. This clause shall be included in all subcontracts in the amount of fifty thousand dollars
($50,000) or more.
M.11 COVENANT AGAINST CONTINGENT FEES AND CONFLICT OF INTEREST
The Contractor warrants that no person or agency has been employed or retained to influence,
solicit, or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, contingent fee, or special interest, excepting bona fide employees or bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the Board shall have the right to
annul this Contract without liability, or in its discretion to deduct from the Contract price or
consideration, or otherwise recover, the full amount of such commission, percentage, brokerage,
or contingent fee.
M.12 GRATUITIES
a. The Board may, by written notice to the Contractor, terminate the right of the Contractor
to proceed under this Contract if it is found, after notice and hearing, by the Board or its
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duly authorized representative, that gratuities (in the form of entertainment, gifts, or
otherwise) were offered or given by the Contractor or any agent or representative of the
Contract, to any officer or employee of the Board with a view toward securing a contract
or securing favorable treatment with respect to the awarding or amending or the making
of any determination with respect to the performance of such Contract, provided that the
existence of the facts upon which the Board or its duly authorized representative makes
such findings shall be an issue and may be reviewed in any competent court.
b. In the event this Contract is terminated as provided in paragraph (a) hereof the Board
shall be entitled to pursue the same remedies against the Contractor as it could pursue in
the event of a breach of the Contract by the Contractor.
c. The rights and remedies of the Board provided in this clause shall not be exclusive and
are in addition to any other rights and remedies provided by law or under this Contract.
M.13 ANTI-KICKBACK PROCEDURES
Note: This clause is applicable to all contracts over one hundred thousand dollars ($100,000).
a. The Contractor shall have in place and follow reasonable procedures designed to prevent
and detect possible violations of the Anti-Kickback Act (41 U.S.C. 51-58) in its own
operations and direct business relationships.
b. The Anti-Kickback Act prohibits any person from (1) providing, or attempting to
provide, or offering to provide any kickback; (2) soliciting, accepting, or attempting to
accept any kickback; or (3) including, directly or indirectly, the amount of any kickback
in the contract price charged by a prime Contractor to the United States or in the Contract
price charged by a subcontractor to a prime Contractor or higher tier subcontractor.
c. When the Contractor has reasonable grounds to believe that a violation of the AntiKickback Act may have occurred, the Contractor shall promptly report in writing the
possible violation to the Board's Office of the Inspector General.
d. The Contractor shall cooperate fully with any federal agency investigating a possible
violation of the Anti- Kickback Act.
e. The Contractor agrees to incorporate the substance of this clause, including this
subparagraph (e), but excepting subparagraph (a) in all subcontracts under this Contract
exceeding one hundred thousand dollars ($100,000).
M.14 INTERPRETATION OF CONTRACT REQUIREMENTS

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No interpretation of any provision of this Contract, including applicable specifications, shall be
binding on the Board unless furnished in advance and agreed to in writing by the Contracting
Officer or his designated representative.
M.15 CHANGES
a. The Contracting Officer may, at any time, without notice to the sureties, by written
change order, make any change in the work within the general scope of the Contract,
including but not limited to changes (1) in the specifications (including drawings and
designs); (2) in the method or manner of performance of the work; (3) in the Boardfurnished facilities, equipment, materials, services, or site; or (4) directing acceleration in
the performance of the work.
b. Any other written order or an oral order (which terms as used in this paragraph (b) shall
include direction, instruction, interpretation, or determination) from the Contracting
Officer, which causes any such change, shall be treated as a change order under this
clause, provided that the Contractor gives the Contracting Officer written notice stating
the date, circumstances, and source of the order and that the Contractor regards the order
as a change order.
c. Except as herein provided, no order, statement, or conduct of the Contracting Officer
shall be treated as a change under this clause or entitle the Contractor to an equitable
adjustment hereunder.
d. If any change under this clause causes an increase or decrease in the part of the work
under this Contract, whether or not changed by any order, an equitable adjustment shall
be made and the contract modified in writing accordingly, provided, however, that except
for claims based on defective specifications no claim for any change under (b) above
shall be allowed for any costs incurred more than twenty (20) days before the Contractor
gives written notice as therein required: And provided further, that in the case of
defective specifications for which the Board is responsible, the equitable adjustment shall
include any increased cost reasonably incurred by the Contractor in attempting to comply
with such defective specifications.
e. If the Contractor intends to assert a claim for an equitable adjustment under this clause, it
must, within thirty (30) days after receipt of a written change order (a) above or the
furnishing of a written notice under (b) above, submit to the Contracting Officer a written
statement setting forth the general nature and monetary extent of such claim, unless this
period is extended by the Board. The statement of claim hereunder may be included in
the notice under (b) above. No claim by the Contractor for an equitable adjustment shall
be allowed if asserted after final payment under this Contract.
M.16 PRICING OF ADJUSTMENTS
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When costs are a factor in any determination of a contract price adjustment pursuant to the
Changes clause (Clause 15) or any other provision of this Contract, such costs shall be allowed
to the extent they are reasonable and allocable. In ascertaining what constitutes a cost, any
generally accepted method of determining or estimating costs that is equitable and consistently
applied may be used.
M.17 BOARD DELAY OF WORK
a. If the performance of all or any part of the work is delayed or interrupted by an act of the
Contracting Officer in the administration of this Contract, which act is not expressly or
impliedly authorized by this Contract or by his/her failure to act within the time specified
in this Contract (or within a reasonable time if no time is specified), an adjustment
(excluding profit) shall be made for any increase in the cost of performance of this
Contract caused by such delay or interruption, and the Contract modified in writing
accordingly. Adjustment shall be made also in the delivery or performance dates and any
other contractual provision affected by such delay or interruption. No adjustment,
however, shall be made under this clause for any delay or interruption (1) to the extent
that performance would have been delayed or interrupted by any other cause, including
the fault or negligence of the Contractor, or (2) for which an adjustment is provided or
excluded under any other provision of this Contract.
b. No claim under this clause shall be allowed (1) for any costs incurred more than twenty
(20) days before the Contractor shall have notified the Contracting Officer in writing of
the act or failure to act involved, and (2) unless the claim, in an amount stated, is asserted
in writing as soon as practicable after the termination of such delay or interruption, but
not later than the date of final payment under the Contract.
M.18 EXCUSABLE DELAYS
Except with respect to default of subcontractors, the Contractor shall not be in default by reason
of any failure in performance of this Contract in accordance with its terms (including any failure
by the Contractor to make progress in the prosecution of the work hereunder which endangers
such performance) if such failure arises out of causes beyond the control and without the fault or
negligence of the Contractor. Such causes may include, but are not restricted to: acts of God or
of the public enemy, acts of the Board in either its sovereign or contractual capacity, fires,
floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe
weather, but in every case the failure to perform must be beyond the control and without the fault
or negligence of the Contractor. If the failure to perform is caused by the failure of a
subcontractor to perform or make progress and if such failure arises out of causes beyond the
control of both the Contractor and the subcontractor and without fault or negligence of either, the
Contractor shall not be deemed to be in default unless (a) the supplies or services to be furnished
by the subcontractor were obtainable from other sources, (b) the Contracting Officer ordered the
Contractor in writing to procure such supplies or services from such other sources, and (c) the
Contractor failed to comply reasonably with such order. Upon request of the Contractor, the
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Contracting Officer shall ascertain the facts and extent of such failure, and if he/she determines
that any failure to perform was occasioned by any one or more of the said causes, the delivery
schedule shall be revised accordingly, subject to the rights of the Board under the clause hereof
entitled "Termination."
Note: As used in this clause, the terms "subcontractor" and "subcontractors" means
subcontractor(s) at any tier.
M.19 STOP WORK ORDER
a. The Contracting Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this Contract for a period of
ninety (90) days after the order is delivered to the Contractor, and for any further period
to which the parties may agree. Any such order shall be specifically identified as a stop
work order issued pursuant to this clause. Upon receipt of such an order, the Contractor
shall forthwith comply with its terms and take all reasonable steps to minimize the
incurrence of costs allocable to the work covered by the order during the period of work
stoppage. Within a period of ninety (90) days after a stop order is delivered to the
Contractor, or within any extension of that period to which the parties shall have agreed,
the Contracting Officer shall either (1) cancel the stop work order, or (2) terminate the
work covered by such order as provided in the "Default" or the "Termination for
Convenience" clauses of this Contract.
b. If a stop order issued under this clause is canceled or the period of the order or any
extension thereof expires, the Contractor shall resume work. An equitable adjustment
shall be made in the delivery schedule or contract price or both, and the Contract shall be
modified in writing accordingly, if
1.

the stop work order results in an increase in the time required for, or in the
Contractor's cost properly allocable to the performance of any part,

2.

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

c. If a stop work order is not canceled and the work covered by such order is terminated for
the convenience of the Board, the reasonable costs resulting from the stop work order
shall be allowed in arriving at the termination settlement.
d. If a stop work order is not canceled and the work covered by the order is terminated for
default, the Contracting Officer shall allow, by equitable adjustment or otherwise,
reasonable costs resulting from the stop work order.
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M.20 TERMINATION FOR CONVENIENCE OF THE BOARD
The Contracting Officer, by written notice, may terminate this contract in whole or in part, when
it is in the Board’s interest. To the extent that this Contract is for service and is so terminated,
the Board shall be liable only for payment in accordance with the payment provisions of this
Contract for services rendered prior to the effective date of termination. If the Board terminates
this Contract under this paragraph, the Contractor must immediately take all actions necessary to
minimize the cost of termination settlement to the Board.
M.21 DEFAULT
a. The Board may, subject to the provisions of paragraph (c) below, by written notice of
default to the Contractor, terminate the whole or any part of this Contract in any one of
the following circumstances:
1.

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

2.

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

b. In the event the Board terminates this Contract in whole or in part as provided in
paragraph (a) of this clause, the Board may procure, upon such terms and in such manner
as the Contracting Officer may deem appropriate, supplies or services similar to those so
terminated, and the Contractor shall be liable to the Board for any excess costs for such
similar supplies or services; provided that the Contractor shall continue the performance
of this Contract to the extent not terminated under the provisions of this clause.
c. Except with respect to default of subcontractors, the Contractor shall not be liable for any
excess costs if the failure to perform the Contract arises out of causes beyond the control
and without the fault or negligence of the Contractor. Such causes may include, but are
not restricted to, acts of God or of the public enemy; acts of the Board in either its
sovereign or contractual capacity; fires, floods, epidemics, quarantine restrictions, strikes,
freight embargoes, and unusually severe weather, but in every case the failure to perform
must be beyond the control and without the fault or negligence of the Contractor. If the
failure to perform is caused by the default of a subcontractor, and if such default arises
out of causes beyond the control of both the Contractor and subcontractor and without the
fault or negligence of either of them, the Contractor shall not be liable for any excess
costs for failure to perform, unless the supplies or services to be furnished by the
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subcontractor were obtainable from other sources in sufficient time to permit the
Contractor to meet the required delivery schedule.
d. If this Contract is terminated as provided in paragraph (a) of this clause, the Board, in
addition to any other rights provided in this clause, may require the Contractor to transfer
title and deliver to the Board, in the manner and to the extent directed by the Contracting
Officer, (1) any completed supplies, and (2) such partially completed supplies and
materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract
rights (hereinafter called "manufacturing materials") as the Contractor has specifically
produced or specifically acquired for the performance of such part of this Contract as has
been terminated; and the Contractor shall, upon direction of the Contracting Officer,
protect and preserve property in possession of the Contractor in which the Board has an
interest. Payment for completed supplies delivered to and accepted by the Board shall be
at the Contract price. Payment for manufacturing materials delivered to and accepted by
the Board and for the protection and preservation of property shall be in the amount
agreed upon by the Contractor and Contracting Officer. The Board may withhold from
amounts otherwise due the Contractor for such completed supplies or manufacturing
materials such sum as the Contracting Officer determines to be necessary to protect the
Board against the losses because of outstanding liens or claims of former lien holders.
e. If, after notice of termination of this Contract under the provisions of this clause, it is
determined for any reason that the Contractor was not in default under the provisions of
this clause, or that the default was excusable under the provisions of the clause, the rights
and obligations of the parties shall be the same as if the notice of termination had been
issued pursuant to the termination for convenience provisions of this Contract.
f. The right and remedies of the Board provided in this clause shall not be exclusive and are
in addition to any other rights and remedies provided by law or under this Contract.
g. As used in paragraph (c) of this clause, the terms "subcontractor" and "subcontractors"
mean subcontractor(s) at any tier.
M.22 DISPUTES
a. Any claim by the Contractor seeking payment of money in a sum certain, the adjustment
or interpretation of Contract terms, or other relief arising under or relating to the Contract
must be submitted in writing to the Contracting Officer. Upon receipt of such a claim,
the Contracting Officer or his/her representative will contact the claimant and attempt to
negotiate a mutually acceptable resolution.
b. Upon the failure to reach such a resolution, the Contracting Officer shall issue a written
determination after reviewing the pertinent facts and consulting with legal and other
advisors. The written determination shall be issued within a reasonable time, but not less
than sixty (60) days after receipt of a written request from the claimant for a written
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determination. The written determination shall contain (1) a description of the claim or
dispute; (2) reference to the pertinent contract terms; (3) a statement of the factual areas
of agreement and disagreement; (4) a statement of the Contracting Officer's decision,
with supporting rationale; and (5) a statement that the Contracting Officer's decision is
final and that the claimant may appeal the decision to the Board's Chief Financial Officer
or his/her delegate. The Contracting Officer's decision will be furnished by certified
mail, return receipt requested, or by any other method that provides evidence of receipt.
c. Failure of the Contracting Officer to issue a written determination within sixty (60) days
of a written request for such determination shall be deemed to be a denial of the claim,
which may be appealed to the Board's Chief Financial Officer or his/her delegate. Any
appeal to the Board's Chief Financial Officer or his/her delegate must be made in writing
within ninety (90) days from the date the claimant receives the Contracting Officer's
written decision.
d. The Board will pay interest on the amount found due and unpaid from (1) the date that
the Contracting Officer receives the claim, or (2) the date that payment otherwise would
be due, if that date is later, until the date of payment. Simple interest on claims will be
paid at the rate, fixed by the Secretary of the Treasury pursuant to Pub. L. 92-41 (85 Stat
97), which is applicable to the period during which the Contracting Officer receives the
claim.
M.23 PROTESTS
a. Protests may be submitted by actual or prospective Offerors to the manager of the
Procurement Section as follows: Procurement Manager, Management Division, 20th and
C Streets, NW, Washington, DC 20551. Protests on alleged improprieties in a
solicitation that are apparent prior to the closing date for receipt of bids or proposals shall
be filed prior to that date. In all other cases, protests shall be filed not later than ten (10)
calendar days after the basis of the protest is known or should have been known,
whichever is earlier. Protests shall include (1) the name, address, and telephone number
of the protester; (2) the solicitation or contract number; (3) a detailed statement of the
legal and factual grounds for the protest, including copies of relevant documents; (4) a
request for a ruling by the Board; and (5) a statement of the form of relief requested.
b. If the Procurement Manager receives a protest prior to award, an award will not be made
until a decision on the protest is issued, or the matter is otherwise resolved unless the
Procurement Manager first determines, in writing, that (1) the supplies or services to be
contracted for are urgently required, (2) delivery or performance will be unduly delayed
by failure to make award promptly, or (3) a prompt award will otherwise be
advantageous to the Board. If the award is to be delayed pending resolution of the
protest, the other Offerors shall be notified of the protest; and, if appropriate, those
Offerors should be requested to extend the time for acceptance to avoid the need for
resolicitation.
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c. If a protest is received after award, the contract performance will not be suspended unless
it appears likely that an award may be invalidated and a delay in receiving the supplies or
services is not prejudicial to the Board's interest.
d. The Procurement Manager will furnish a copy of the written protest ruling to the
protester by certified mail, return receipt requested, or by any other method that provides
evidence of receipt. The protester may appeal the ruling of the Procurement Manager to
the Chief Acquisition Officer. Any appeal to the Chief Acquisition Officer must be made
in writing within ten (10) calendar days from the date the protester receives the
Procurement Manager's written ruling. If the Chief Acquisition Officer has a conflict,
then the director of the Management Division will decide the appeal.
M.24 COMPETITION IN SUBCONTRACTING
The Contractor shall elect subcontractors (including suppliers) on a competitive basis to the
maximum practical extent consistent with the objectives and requirements of the Contract.
M.25 SUBCONTRACTING PLAN
a. For purposes of this clause, “covered company” means a firm qualified as a small
business concern under the Small Business Act (15 U.S.C. § 632) and regulations
thereunder, including (1) business concerns that meet the size eligibility standards set
forth in 13 C.F.R § 121; (2) small business concerns owned and controlled by veterans or
service-disabled veterans as defined by 15 U.S.C. § 632(q); (3) qualified HUBZone small
business concerns pursuant to 15 U.S.C. § 632(p) and 13 C.F.R § 126; (4) socially and
economically disadvantaged small business concerns as defined by 15 U.S.C. § 637 and
certified as such under 13 C.F.R. § 125; and (5) small business concerns owned and
controlled by women as defined by 15 U.S.C. § 632(n).
b. The Board has a policy of providing covered companies with an equitable opportunity to
compete, as a prime contractor or a subcontractor, in Board acquisitions conducted
pursuant to the formal bidding procedures, negotiated procurement procedures, or
simplified acquisition procedures of the Board’s Acquisition Policy, to the extent that
this opportunity is consistent with efficient contract performance.
c. Except for solicitations for services that are personal in nature or for solicitations that are
expected to be $300,000 or less ($500,000 or less for construction), each noncovered
company’s bid or proposal must include a subcontracting plan that describes the
Offeror’s commitment to provide covered companies the maximum practicable
opportunity to participate in contract performance, consistent with the vendor’s efficient
contract performance. The subcontracting plan must be acceptable to the Contracting
Officer in order for the Offeror to be awarded the contract.
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d. Offerors acting in good faith may rely on the written representations of their
subcontractors regarding their status as a covered company.
M.26 EQUAL OPPORTUNITY (See Attachment No. 1)
M.27 EMPLOYMENT OF THE PERSONS WITH DISABILITIES
Note: This clause is applicable to contracts and subcontracts in excess of ten thousand dollars
($10,000).
a. The Contractor shall not discriminate against any employee or applicant for employment
because of a physical or mental disability in regard to any position for which the
employee or applicant for employment is qualified. The Contractor shall take affirmative
action to hire, place, and advance qualified persons with disabilities who are physically
or mentally disabled. The Contractor shall not discriminate against persons with
disabilities in employment practices such as the following: employment, upgrading,
demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship programs.
b. The Contractor shall comply with the rules, regulations, and relevant orders of the
Secretary of Labor issued pursuant to the Rehabilitation Act of 1973, as amended (29
U.S.C. Section 793) (the "Act").
c. In the event of the Contractor's noncompliance with the requirements of this clause, the
Board may take such actions of noncompliance as may be taken in accordance with the
rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the
Act.
d. The Contractor shall post in conspicuous places, available to employees and applicants
for employment, notices in a form prescribed by the Director, Office of Federal Contract
Compliance Programs, Department of Labor. Such notices shall state (1) the Contractor's
obligation under the law to take affirmative action to hire, place, and advance in
employment qualified persons with disabilities, and (2) the rights of applicants and
employees.
e. The Contractor shall notify each labor union or representative of workers with which it
has a collective bargaining agreement or other contract of understanding, that the
Contractor is bound by the terms of Section 503 of the Act and is committed to take
affirmative action to hire, place, and advance in employment qualified persons with
physical and mental disabilities.
f. The Contractor shall include the provisions of this clause in every subcontract or
purchase order in access of ten thousand dollars ($10,000), unless exempted by rules,
regulations, or orders of the Secretary of Labor issued pursuant to Section 503 of the Act.
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M.28 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
VETERANS
Note: This clause is applicable to all contracts and subcontracts of twenty-five thousand dollars
($25,000) or more.
a. Definitions.
"Appropriate office of the state employment service system", as used in this clause, means
the local office of the federal-state national system of public employment offices
assigned to serve the area where the employment opening is to be filled, including the
District of Columbia, Guam, Puerto Rico, Virgin Islands, American Samoa, and the Trust
Territory of the Pacific Islands.
"Openings that the Contractor proposes to fill from within its own organization", as used
in this clause, means employment openings for which no one outside the Contractor's
organization (including any affiliates, subsidiaries, and the parent companies) will be
considered, and includes any openings that the Contractor proposes to fill from regularly
established "recall" lists.
"Openings that the Contractor proposes to fill under a customary and traditional
employer-union hiring arrangement", as used in this clause, means employment openings
that the Contractor proposes to fill from union halls under their customary and traditional
employer-union hiring relationship.
"Suitable employment openings", as used in this clause
1.

includes, but is not limited to, openings that occur in jobs categorized as (i)
production and nonproduction, (ii) plant and office, (iii) laborers and mechanics,
(iv) supervisory and nonsupervisory, (v) technical, and (vi) executive,
administrative, and professional positions compensated on a salary basis of less
than twenty-five thousand ($25,000) a year; and

2.

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

b. General.
1.
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individual is a special disabled or Vietnam era veteran. The Contractor agrees to
take affirmative action to employ, advance in employment, and otherwise treat
qualified special disabled and Vietnam era veterans without discrimination based
upon their disability or veterans' status in all employment practices such as (i)
employment; (ii) upgrading; (iii) demotion or transfer; (iv) recruitment; (v)
advertising; (vi) layoff or termination; (vii) rates of pay or other forms of
compensation; and (viii) selection for training, including apprenticeship.
2.

The Contractor agrees to comply with the rules, regulations, and relevant orders
of the Secretary of Labor (Secretary) issued under the Vietnam Era Veterans
Readjustment Assistance Act of 1972 (the Act), as amended (38 U.S.C. Section
2012).

c. Listing openings.
1.

The Contractor agrees to list all suitable employment openings existing at
Contract award or occurring during Contract performance, at an appropriate office
of the state employment service system in the locality where the opening occurs.
These openings include those occurring at any Contractor facility, including one
not connected with performing this Contract. An independent corporate affiliate
is exempt from this requirement.

2.

State and local government agencies holding federal contracts of twenty-five
thousand dollars ($25,000) or more shall also list all their suitable openings with
the appropriate office of the state employment service.

3.

The listing of suitable employment openings with the state employment service
system is required at least concurrently with using any other recruitment source or
effort and involves the obligations of placing a bona fide job order, including
accepting referrals of veterans and non-veterans. This listing does not require
hiring any particular job applicant or hiring from any particular group of job
applicants and is not intended to relieve the Contractor from any requirements of
Executive Orders or regulations concerning nondiscrimination in employment.

4.

Whenever the Contractor becomes contractually bound to the listing terms of this
clause, it shall advise the state employment service system, in each state where it
has establishments, of the name and location of each hiring location in the state.
As long as the Contractor is contractually bound to these terms and has so advised
the state system, it need not advise the state system of subsequent contracts. The
Contractor may advise the state system when it is no longer bound by this
contract clause.

5.

Under the most compelling circumstances, an employment opening may not be
suitable for listing, including situations when (i) the Government's needs cannot

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reasonably be supplied, (ii) listing would be contrary to national security, or (iii)
the requirement of listing would not be in the Government's interest.
d. Applicability.
1.

This clause does not apply to the listing of employment openings which occur and
are filled outside the fifty states, the District of Columbia, Puerto Rico, Guam, the
Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.

2.

The terms of paragraph (c) above of this clause do not apply to openings that the
Contractor proposes to fill from within its own organization or under a customary
and traditional employer-union hiring arrangement. This exclusion does not
apply to a particular opening once an employer decides to consider applicants
outside of its own organization or employer-union arrangement for that opening.

e. Postings.
1.

The Contractor agrees to post employment notices stating (i) the Contractor's
obligation under the law to take affirmative action to employ and advance in
employment qualified special disabled veterans and veterans of the Vietnam era,
and (ii) the rights of applicants and employees.

2.

These notices shall be posted in conspicuous places that are available to
employees and applicants for employment. They shall be in a form prescribed by
the Director, Office of Federal Contract Compliance Programs, Department of
Labor (Director), and provided by or through the Contracting Officer.

3.

The Contractor shall notify each labor union or representative of workers with
which it has a collective bargaining agreement or other contract understanding,
that the Contractor is bound by the terms of the Act, and is committed to take
affirmative action to employ, and advance in employment, qualified special
disabled and Vietnam era veterans.

f. Noncompliance. If the Contractor does not comply with the requirements of this clause,
appropriate actions may be taken under the rules, regulations, and relevant orders of the
Secretary issued pursuant to the Act.
g. Subcontracts. The Contractor shall include the terms of this clause in every subcontract
or purchase order of twenty-five thousand dollars ($25,000) or more unless exempted by
rules, regulations, or orders of the Secretary. The Contractor shall act as specified by the
Director to enforce the terms, including action for noncompliance.
M.29 WALSH-HEALEY PUBLIC CONTRACTS ACT
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If this Contract is for the manufacture or furnishing of materials, supplies, articles, or equipment
in an amount which exceeds or may exceed ten thousand dollars ($10,000), and is otherwise
subject to the Walsh-Healey Public Contracts Act, as amended (41 U.S.C. Section 35-45),they
are hereby incorporated by reference all representations and stipulations required by said Act and
regulations issued thereunder by the Secretary of Labor, such representations and stipulations
being subject to all applicable rulings and interpretations of the Secretary of Labor which are
now or may hereinafter be in effect.
M.30 SERVICE CONTRACT ACT OF 1965 (See Attachment 2)
M.31 BUY AMERICAN ACT
a. The Buy American Act (41 U.S.C. Section 10) provides that preference should be given
to domestic end products.
"Components", as used in this clause, means those articles, materials, and supplies
incorporated directly into the end products.
"Domestic end product", as used in this clause, means (1) an unmanufactured end product
mined or produced in the United States, or (2) an end product manufactured in the United
States, if the cost of its components mined, produced, or manufactured in the United
States exceeds 50 percent of the cost of all its components. Components of foreign origin
of the same class or kind as the products referred to in subparagraphs (b)(2) or (b)(3) of
this clause shall be treated as domestic. Scrap generated, collected, and prepared for
processing in the United States is considered domestic.
"End products", as used in this clause, means those articles, materials, and supplies to be
acquired for public use under this Contract.
b. The Contractor shall deliver only domestic end products, except those
1.

for use outside the United States;

2.

that the Government determines are not mined, produced, or manufactured in the
United States in sufficient and reasonably available commercial quantities of a
satisfactory quality;

3.

for which the Board determines that domestic preference would be inconsistent
with the public interest; or

4.

for which the Board determines the cost to be unreasonable.

M.32 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT – OVERTIME
COMPENSATION
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This Contract, to the extent that it is of a character specified in the Contract Work Hours and
Safety Standards Act (40 U.S.C. Section 327-330), is subject to the following provisions and to
all other applicable provisions and exceptions of such Act and the regulations of the Secretary of
Labor thereunder.
a. Overtime requirements. No Contractor or subcontractor shall require or permit any
laborer, mechanic, apprentice, trainee, watchman, or guard in any workweek in which
he/she is employed on such work, to work in excess of forty hours in such workweek on
work subject to the provisions of the contract Work Hours and Safety Standards Act
unless such laborer, mechanic, apprentice, trainee, watchman, or guard receives
compensation at a rate not less than one and one-half times his/her basic rate of pay for
all such hours worked in excess of forty (40) hours in such workweek.
b. Violation, liability for unpaid wages, and liquidated damages. In the event of any
violation of the provisions of paragraph (a), the Contractor and any subcontractor
responsible therefore shall be liable to any affected employee for his/her unpaid wages.
In addition, such Contractor and subcontractor shall be liable to the United States for
liquidated damages. Such liquidated damages shall be computed with respect to each
individual laborer, mechanic, apprentice, trainee, watchman, or guard employed in
violation of the provisions of paragraph (a) in the sum of ten dollars ($10) for each
calendar day on which such employee was required or permitted to be employed on such
work in excess of the standard workweek of forty (40) hours without payment of the
overtime wages required by paragraph (a).
c. Withholding for unpaid wages and liquidated damages. The Contracting Officer may
withhold from the Contractor, from any moneys payable on account of work performed
by the Contractor or subcontractor, such sums as may administratively be determined to
be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid
wages and liquidated damages as provided in the provisions of paragraph (b).
d. Subcontracts. The Contractor shall insert paragraphs (a) through (d) of this clause in any
subcontract exceeding one hundred thousand dollars ($100,000), and shall require their
inclusion in all subcontracts of any tier.
e. Records. The Contractor shall maintain payrolls and basic payroll records during the
course of contract work for a period of three (3) years from the completion of the
Contract. Such records shall be available for inspection by authorized representatives of
the Board and the Department of Labor. The Contractor shall permit such representatives
to interview employees during working hours on the job. The payroll records shall
contain the name and address of each employee, the social security number, the correct
classifications, the hourly rates of wages paid, the daily and weekly number of hours
worked, the deductions made, and the actual wages paid.
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M.33 PRIVACY ACT
a. The Contractor agrees:
1.

to comply with the Privacy Act of 1974, 5 U.S.C. Section 552a, and the rules and
regulations issued pursuant to the Act in the design, development, and/or
operation of any system of records on individuals in order to accomplish a Board
function, when the Contract specifically identifies (i) the system or systems of
records, and (ii) the work to be performed by the Contractor in terms of any one
or combination of the following: (A) design, (B) development, or (C) operations;

2.

to include the Privacy Act notification contained in this Contract in every
solicitation and resulting subcontract and in every subcontract awarded without a
solicitation, when the statement of work in the proposed subcontract requires the
design, development, or operation of a system of records on individuals to
accomplish a Board function.

3.

to include this clause, including this paragraph (3), in all subcontracts awarded
pursuant to this Contract which require the design development, or operation of
such a system of records.

b. In the event of violations of the Privacy Act, a civil action may be brought against the
Board when the violation concerns the design, development, or operation of a system of
records on individuals to accomplish a Board function and criminal penalties may be
imposed upon the officers or employees of the Board when the violation concerns the
operation of a system of records on individuals to accomplish a Board function. For
purposes of the Act, when the contract is for the operation of a system of records on
individuals to accomplish a Board function, the Contractor and any employee(s) of the
Contractor are considered to be employee(s) of the Board.
c. The terms used in this clause have the following meanings:
"Operation of a system of records" means performance of any of the activities associated
with maintaining the system of records including the collection, use, and dissemination of
records.
"Record" means any item, collection, or grouping of information about an individual that
is maintained by the Board and/or Government agency, including but not limited to,
his/her education, financial transactions, medical history, and criminal or employment
history and that contains his name or an identifying number, symbol, or other identifying
particular assigned to the individual, such as a finger or voice print or a photograph.

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"System of records" on an individual means a group of any records under the control of
any agency from which information is retrieved by the name of the individual or by some
identifying number, symbol, or other identifying particulars assigned to the individual.
M.34 PAPERWORK REDUCTION ACT
Information collection requirements contained in this solicitation have been approved by the
Office of Management and Budget under the provisions of 44 U.S.C. Section 3501 et seq. and
have been assigned OMB No. 7100-0180.
M.35 COMBATING TRAFFICKING IN PERSONS
The Contractor agrees that the provisions of Federal Acquisition Regulation (48 C.F.R.) 52.22250, relating to combating trafficking in persons, shall apply to this Contract, and the Contractor
agrees to comply with the requirements and responsibilities set forth therein.
M.36 NON-PUBLICITY
The Contractor shall not release any publicity or advertising regarding this Contract, and shall not
use the name or insignia of the Board or of the Federal Reserve System, or any variation or
adaptation thereof, for any commercial, advertisement, promotional or endorsement purposes, unless
the Contractor has obtained the prior written consent of the Board’s Chief Operating Officer or his
authorized representative in such matters.
M.37 ACCESSIBILITY OF ELECTRONIC AND INFORMATION TECHNOLOGY
The Contractor represents that, to the extent it provides services and/or information under this
Contract that constitute “electronic and information technology” as that term is defined under
Section 508 of the Rehabilitation Act of 1973, as amended (the “Act”), the services and/or
information shall comply with the accessibility requirements of the Act (e.g., 36 C.F.R. Section
1194.21 for software applications and operating systems and Section 1194.22 for web-based
information and application systems); or, in the absence of full compliance, Contractor shall so
inform the Board in writing and cooperate with the Board by:
(a)
providing the Board with information and documentation supporting any partial
compliance with the Act;
(b)
making reasonable efforts to improve compliance with the Act; and
(c)
granting the Board such licenses or other permissions as are necessary for the Board
to cause such services and/or information to be compliant or more compliant with the Act (for
avoidance of doubt, Contractor hereby agrees that, to the extent necessary for the Board to comply
with the Act, any license granted in connection with the Contract permits the Board to publish
Contractor information that is incorporated into a Board work product in tabular, graphical, or
charted form).
M.38 INFORMATION SECURITY
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To the extent Contractor provides services that include storage of information belonging to the
Board, such services (“Services”) must comply with the Board’s Information Security Program,
which requires compliance with the Federal Information Security Management Act of 2002
(FISMA). In this regard, the Board must assure itself that Contractor has or will implement
appropriate security controls for the information system that contains the Board’s information and
that the controls for that system are effective. The necessary controls, which depend on the security
impact rating assigned to the information by the Board, are outlined in the publication entitled,
“Recommended Security Controls for Federal Information Systems,” which can be found at:
http://csrc.nist.gov/publications/nistpubs/800-53-Rev2/sp800-53-rev2-final.pdf (the SP 800-53
controls). As applicable, the Board will assigned the information a security impact rating and
the relevant SP 800-53 controls shall apply to information. Therefore, to meet the Board’s
obligation of ensuring that Board information is property protected, Contractor must either:
(a)
confirm, to the Board’s satisfaction, that it has adopted the FISMA security
control standards or security controls that are consistent with FISMA, and provide the Board
with supporting documentation that demonstrates the controls are in place and effective;
(b)
if Contractor has not adopted formal FISMA security control standards, the
Contractor must provide the Board documentation describing the security controls that are in
place and their effectiveness, along with any independent evaluation of those controls, such an
acceptable SAS-70; or
(c)
in the alternative, at the Contractor’s preference or if the information provided by
Contractor a is not sufficient, the Board’s Information Security Officer or other appropriate
Board official will conduct an on-site data security review.
M.39 CONTRACTOR PERSONNEL
In exchange for the amounts agreed upon as the Contract price under Section B, Contractor
agrees that it shall remain solely responsible and liable for all costs and expenses that arise in
connection with its provision of persons who perform work under this Contract, including the
personnel of any subcontractors (all such persons collectively hereafter referred to as
“Contractor personnel”). Such responsibility and liability shall include, but not be limited to, the
following:
a. Withholding of Taxes
Contractor shall, at all times during the period of performance (including any option
periods), ensure that the proper amounts of withholding of federal and state income
taxes, FICA and/or OASDI taxes as well as local taxes (if any local taxes apply), are
made from the wages of Contractor personnel.
b. Workers Compensation Insurance
Contractor shall, at all times during the period of performance (including any option
periods), ensure that it and any subcontractors maintain at least the minimum workers
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compensation insurance required under applicable law for Contractor personnel.
Contractor shall provide the COTR with evidence of such insurance coverage(s) with
the proposal and must provide the Board with 30 days’ advance written notice of any
material changes to such coverage(s), including any changes in the underwriter of
such coverage(s) and if such coverage(s) may be cancelled.
c. Reasonable Accommodation
Contractor shall provide, and bear the costs of providing, any reasonable
accommodations necessary to enable Contractor personnel to perform work for the
Board under this Contract.
d. Indemnification
(1) Contractor shall defend, indemnify and hold harmless Board and/or each of its
members, officers, directors, employees, and agents (collectively, “Board Party”)
from and against any and all claims, liabilities, losses, damages or expenses of any
kind (including reasonable attorneys’ fees and disbursements) (collectively, “Claim”)
incurred by any Board Party, regardless of whether such Claim is brought by
Contractor personnel or a third party: (a) relating to contractor’s failure to comply
with the Fair Labor Standards Act or to withhold federal or state income taxes, FICA
or OASDI taxes, or local taxes (if any local taxes should have been withheld) from
the wages of Contractor personnel; (b) arising from a workplace injury incurred by
Contractor personnel in their performance of this Contract; or (c) for any actual or
alleged violations of Wage and Hour laws, EEOC and state discrimination laws,
harassment law, tort law, the Family and Medical Leave Act, the Americans with
Disabilities Act, Rehabilitation Act, Title VII of the Civil Rights Act, and the
National Labor Relations Act.
(2) If the Board seeks indemnification it shall notify the Contractor in writing as soon
as reasonably possible of the assertion of any Claim, or the commencement of any
action or proceeding for which indemnity may be sought under this Contract. Failure
to notify the Contractor shall not result in the waiver of indemnity rights with respect
to such Claim, suit, action or proceeding, except to the extent that the Contractor is
actually prejudiced by the Board’s failure to provide such notice. The Board shall not
admit any liability for the Claim or make any settlement without the written consent
of the Contractor, which consent shall not be unreasonably withheld. The Contractor
may, in its sole discretion, control the defense of the Claim, suit, action or
proceeding. The Board and the Contractor shall cooperate with each other in the
defense and settlement of any such Claim, action or proceeding.
(3) In the event that the federal government or any state, province or other
governmental body shall have assessed any tax against a Board Party with respect to
any feature of, or transaction under, the Contract, the Contractor shall, upon the
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Board’s demand, reimburse the Board Party to the extent of such taxes plus any
expenses incurred by the Board Party in connection therewith, including (without
limiting the generality of the foregoing) any penalties or interest assessed with such
taxes, provided that upon receipt of notice of such tax, the Board notifies the
Contractor of same and the Contractor either declines to challenge, is incapable of
challenging, or is unsuccessful in challenging, the imposition of such tax (including
penalties and interest payable with respect thereto). If the Contractor fails to pay
such tax prior to challenging the tax and the Board pays the tax instead, the
Contractor shall reimburse the Board to the extent of the Board’s payment of the tax,
either through a return of Board payments made or by way of an offset against
(reduction of) amounts collected from the Board.

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Revised August 1986

ATTACHMENT NO. 1

EQUAL OPPORTUNITY CLAUSE
Note: The following clause is applicable unless this Contract is
exempted under the rules, regulations, and relevant orders of the Secretary of Labor (41 CFR Ch.
60).
(a) If, during a 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 ten thousand ($10,000), the
Contractor shall comply with subparagraphs (b)(l) through (b)(7) below. Upon request,
the Contractor shall provide information necessary to determine the applicability of this
clause.
(b) 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, or national origin.
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, 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 by the Contracting Officer
setting forth the provisions of this Equal Opportunity clause.
(2) 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, or national origin.
(3) The Contractor shall send to each labor union or representative of
workers with which he has a collective bargaining agreement or other contract or
understanding, a notice, to be provided by the Contracting Officer, advising the
labor union or workers' representative of the Contractor's commitments under this
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Equal Opportunity clause, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
(4) The Contractor shall comply with all provisions of Executive Order No.
11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(5) The Contractor shall furnish to the Board all information and reports required
by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books,
records, and accounts by the Board or the Office of Federal Contract Compliance
Programs for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Contractor's noncompliance with this Equal Opportunity
clause 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 Board contracts in accordance with procedures authorized in
Executive Order No. 11246 of September 24, 1965, and such other sanctions may be
imposed and remedies invoked as provided in Executive Order No. 11246 of September
24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(7) The Contractor shall include the provisions of paragraph (b)(l) through (7) 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 No. 11246 of
September 24, 1965, so that such provisions will be binding upon each subcontractor or
Contractor. The Contractor shall take such action with respect to any subcontract or
purchase order as the contracting agency may direct as a means of enforcing such
provisions, including sanctions for noncompliance; provided, however, that in the event
the Contractor becomes involved in, or is threatened with, litigation with a subcontractor
or Contractor as a result of such direction by the Board, the Contractor may request the
Board to enter into such litigation to protect the interests of the Board.
(c) Nonsegregated Facilities. Note: This clause is applicable to Contracts exceeding ten
thousand dollars ($10,000) that are not exempt under Clause (a) above. By acceptance of this
Contract, the Contractor represents that he does not and will not maintain nor provide for his
employees any segregated facilities at any of his establishments, and that he does not permit his
employees to perform their services at any location under his control where segregated facilities
are maintained. The Contractor agrees that a breach of his representation is a violation of the
Equal Employment Opportunity clause of this Contract. As used herein the term "segregated
facilities" means any waiting rooms, work areas, rest rooms, wash rooms, restaurants (and other
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eating areas), time clock, locker rooms, 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, religion, color, age, or national origin, because of habit, local custom, or otherwise.
Contractor further agrees that (except where subcontractors have similarly certified for specific
time periods) he shall obtain identical representations from proposed subcontractors prior to
award of subcontracts exceeding ten thousand dollars ($10,000) which are not exempt from the
provisions of the Equal Employment Opportunity clause, that he will retain such representations
in his files, and that he will provide the following notification to proposed subcontractors (except
where the proposed subcontractors have submitted identical representations for specific time
periods) as follows:
NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR
NONSEGREGATED FACILITIES. A Statement of Nonsegregated Facilities must be submitted
prior to the award of a subcontract exceeding ten thousand dollars ($10,000) that is not exempt
from the provisions of the Equal Opportunity clause. The statement may be submitted either for
each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or
annually). Note: The penalty for making false statements in offers is prescribed in 18 U.S.C.
Section 1001.
(d) Affirmative Action Program. If this Contract is for an amount of $50,000 or
more, Contractor by acceptance of this Contract certifies that he has, or will within one
hundred and twenty (120) days from the date of this Contract, develop and maintain at
each of his establishments Affirmative Action Programs, pursuant to 41 CFR Section 601 and 60-2.
(e) Preaward on Site Equal Opportunity Compliance Review. An award in the
amount of one million dollars ($1,000,000) or more will not be made unless the
Contractor and each of his known first-tier subcontractors (to whom he intends to award
a subcontract of one million dollars [$1,000,000]) or more are found on the basis of a
compliance review to be able to comply with the provisions of the Equal Opportunity
Clause of this contract.

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Revised May 1989
ATTACHMENT NO. 2

SERVICE CONTRACT ACT OF 1965
AS AMENDED (MAY 1989)
Note: This Contract, to the extent that it is of the character to which the Service Contract Act of
1965 (41 U.S.C. Section 351 et seq.) applies, is subject to the following provisions and to all
other applicable provisions of the Act and regulations of the Secretary of Labor thereunder.
(a) Definitions. Act, as used in this clause, means the Service Contract Act of 1965, as
amended (41 U.S.C. 351, et seq.).
Contractor, as used in this clause or in any subcontract, shall be deemed to refer to the
subcontractor, except in the term Government Prime Contractor.
Service employee, as used in this clause, means any person engaged in the performance
of this contract other than any person employed in a bona fide executive, administrative, or
professional capacity, as these terms are defined in part 541 of title 29, Code of Federal
Regulations, as revised. It includes all such persons regardless of any contractual relationship
that may be alleged to exist between a Contractor or subcontractor and such persons.
(b) Applicability. This contract is subject to the following provisions and to all other
applicable provisions of the Act and regulations of the Secretary of Labor (29 CFR part 4). This
clause does not apply to contracts or subcontracts administratively exempted by the Secretary of
Labor or exempted by 41 U.S.C. 356, as interpreted in subpart C of 29 CFR part 4.
(c) Compensation. (1) Each service employee employed in the performance of this
contract by the Contractor or any subcontractor shall be paid not less than the minimum
monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe
benefits determined by the Secretary of Labor, or authorized representative, as specified in any
wage determination attached to this contract.
(2)(i) If a wage determination is attached to this contract, the Contractor shall
classify any class of service employee which is not listed therein and which is to be
employed under the contract (i.e., the work to be performed is not performed by any
classification listed in the wage determination) so as to provide a reasonable relationship
(i.e., appropriate level of skill comparison) between such unlisted classifications and the
classifications listed in the wage determination. Such conformed class of employees shall

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be paid the monetary wages and furnished the fringe benefits as are determined pursuant
to the procedures in this paragraph (c).
(ii) This conforming procedure shall be initiated by the Contractor prior to the
performance of contract work by the unlisted class of employee. The Contractor shall submit
Standard Form (SF) 1444, Request for Authorization of Additional Classification and Rate, to
the Contracting Officer no later than thirty (30) days after the unlisted class of employee
performs any contract work. The Contracting Officer shall review the proposed classification
and rate and promptly submit the completed SF 1444 (which must include information regarding
the agreement or disagreement of the employees' authorized representatives or the employees
themselves together with the agency recommendation), and all pertinent information to the Wage
and Hour Division, Employment Standards Administration, U.S. Department of Labor. The
Wage and Hour Division will approve, modify, or disapprove the action or render a final
determination in the event of disagreement within thirty (30) days of receipt or will notify the
Contracting Officer within thirty (30) days of receipt that additional time is necessary.
(iii) The final determination of the conformance action by the Wage and Hour
Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor
of the action taken. Each affected employee shall be furnished by the Contractor with a written
copy of such determination or it shall be posted as a part of the wage determination.
(iv)(A) The process of establishing wage and fringe benefit rates that bear a
reasonable relationship to those listed in a wage determination cannot be reduced to any single
formula. The approach used may vary from wage determination to wage determination
depending on the circumstances. Standard wage and salary administration practices which rank
various job classifications by pay grade pursuant to point schemes or other job factors may, for
example, be relied upon. Guidance may also be obtained from the way different jobs are rated
under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from
other wage determinations issued in the same locality. Basic to the establishment of any
conformable wage rate(s) is the concept that a pay relationship should be maintained between
job classifications based on the skill required and the duties performed.
(B) In the case of a contract modification, an exercise of an option, or extension
of an existing contract, or in any other case where a Contractor succeeds a contract under which
the classification in question was previously conformed pursuant to paragraph (c) of this clause,
a new conformed wage rate and fringe benefits may be assigned to the conformed classification
by indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal
to the average (mean) percentage increase (or decrease, where appropriate) between the wages
and fringe benefits specified for all classifications to be used on the contract which are listed in
the current wage determination, and those specified for the corresponding classifications in the
previously applicable wage determination. Where conforming actions are accomplished in
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employees, the Contractor shall advise the Contracting Officer of the action taken but the other
procedures in subdivision (c)(2)(ii) of this clause need not be followed.
(C) No employee engaged in performing work on this contract shall in any event
be paid less than the currently applicable minimum wage specified under section 6(a)(1) of the
Fair Labor Standards Act of 1938, as amended.
(v) The wage rate and fringe benefits finally determined under this subparagraph
(c)(2) of this clause shall be paid to all employees performing in the classification from the first
day on which contract work is performed by them in the classification. Failure to pay the
unlisted employees the compensation agreed upon by the interested parties and/or finally
determined by the Wage and Hour Division retroactive to the date such class of employees
commenced contract work shall be a violation of the Act and this contract.
(vi) Upon discovery of failure to comply with subparagraph (c)(2) of this clause,
the Wage and Hour Division shall make a final determination of conformed classification, wage
rate, and/or fringe benefits which shall be retroactive to the date such class or classes of
employees commenced contract work.
(3) Adjustment of Compensation. If the term of this contract is more than one
(1) year, the minimum monetary wages and fringe benefits required to be paid or furnished
thereunder to service employees under this contract shall be subject to adjustment after one (1)
year and not less often than once every two (2) years, under wage determinations issued by the
Wage and Hour Division.
(d) Obligation to Furnish Fringe Benefits. The Contractor or subcontractor may discharge
the obligation to furnish fringe benefits specified in the attachment or determined under
subparagraph (c)(2) of this clause by furnishing equivalent combinations of bona fide fringe
benefits, or by making equivalent or differential cash payments, only in accordance with subpart
D of 29 CFR part 4.
(e) Minimum Wage. In the absence of a minimum wage attachment for this contract,
neither the Contractor nor any subcontractor under this contract shall pay any person performing
work under this contract (regardless of whether the person is a service employee) less than the
minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938. Nothing in
this clause shall relieve the Contractor or any subcontractor of any other obligation under law or
contract for payment of a higher wage to any employee.
(f) Successor Contracts. If this contract succeeds a contract subject to the Act under
which substantially the same services were furnished in the same locality and service employees
were paid wages and fringe benefits provided for in a collective bargaining agreement, in the
absence of the minimum wage attachment for this contract setting forth such collectively

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bargained wage rates and fringe benefits, neither the Contractor nor any subcontractor under this
contract shall pay any service employee performing any of the contract work (regardless of
whether or not such employee was employed under the predecessor contract), less than the
wages and fringe benefits provided for in such collective bargaining agreement, to which such
employee would have been entitled if employed under the predecessor contract, including
accrued wages and fringe benefits and any prospective increases in wages and fringe benefits
provided for under such agreement. No Contractor or subcontractor under this contract may be
relieved of the foregoing obligation unless the limitations of 29 CFR 4.1b(b) apply or unless the
Secretary of Labor or the Secretary's authorized representative finds, after a hearing as provided
in 29 CFR 4.10 that the wages and/or fringe benefits provided for in such agreement are
substantially at variance with those which prevail for services of a character similar in the
locality, or determines, as provided in 29 CFR 4.11, that the collective bargaining agreement
applicable to service employees employed under the predecessor contract was not entered into as
a result of arm's length negotiations. Where it is found in accordance with the review procedures
provided in 29 CFR 4.10 and/or 4.11 and parts 6 and 8 that some or all of the wages and/or
fringe benefits contained in a predecessor Contractor's collective bargaining agreement are
substantially at variance with those which prevail for services of a character similar in the
locality, and/or that the collective bargaining agreement applicable to service employees
employed under the predecessor contract was not entered into as a result of arm's length
negotiations, the Department will issue a new or revised wage determination setting forth the
applicable wage rates and fringe benefits. Such determination shall be made part of the contract
or subcontract, in accordance with the decision of the Administrator, the Administrative Law
Judge, or the Board of Service Contract Appeals, as the case may be, irrespective of whether
such issuance occurs prior to or after the award of a contract or subcontract (53 Comp. Gen. 401
(1973)). In the case of a wage determination issued solely as a result of a finding of substantial
variance, such determination shall be effective as of the date of the final administrative decision.

(g) Notification to Employees. The Contractor and any subcontractor under this contract
shall notify each service employee commencing work on this contract of the minimum monetary
wage and any fringe benefits required to be paid pursuant to this contract, or shall post the wage
determination attached to this contract. The poster provided by the Department of Labor
(Publication WH 1313) shall be posted in a prominent and accessible place at the worksite.
Failure to comply with this requirement is a violation of section 2(a)(4) of the Act and of this
contract.
(h) Safe and Sanitary Working Conditions. The Contractor or subcontractor shall not
permit any part of the services called for by this contract to be performed in buildings or
surroundings or under working conditions provided by or under the control or supervision of the
Contractor or subcontractor that are unsanitary, hazardous, or dangerous to the health or safety of
the service employees. The Contractor or subcontractor shall comply with the safety and health
standards applied under 29 CFR part 1925.

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(i) Records. (1) The Contractor and each subcontractor performing work subject to the
Act shall make and maintain for three (3) years from the completion of the work, and make them
available for inspection and transcription by authorized representatives of the Wage and Hour
Division, Employment Standards Administration, a record of the following:
(I) For each employee subject to the Act -(A) Name and address and social security number;
(B) Correct work classification or classifications, rate or rates of monetary wages paid
and fringe benefits provided, rate or rates of payments in lieu of fringe benefits, and total daily
and weekly compensation;
(C) Daily and weekly hours worked by each employee; and
(D) Any deductions, rebates, or refunds from the total daily or weekly compensation of
each employee.
(ii) For those classes of service employees not included in any wage determination
attached to this contract, wage rates or fringe benefits determined by the interested parties or by
the Administrator or authorized representative under the terms of paragraph (c) of this clause. A
copy of the report required by subdivision (c)(2)(ii) of this clause will fulfill this requirement.
(iii) Any list of the predecessor Contractor's employees which had been furnished to the
Contractor as prescribed by paragraph (n) of this clause.
(2) The Contractor shall also make available a copy of this contract for inspection
or transcription by authorized representatives of the Wage and Hour Division.
(3) Failure to make and maintain or to make available these records for inspection
and transcription shall be a violation of the regulations and this contract, and in the case
of failure to produce these records, the Contracting Officer, upon direction of the
Department of Labor and notification to the Contractor, shall take action to cause
suspension of any further payment or advance of funds until the violation ceases.
(4) The Contractor shall permit authorized representatives of the Wage and Hour
Division to conduct interviews with employees at the worksite during normal working
hours.
(j) Pay Periods. The Contractor shall unconditionally pay to each employee subject to the
Act all wages due free and clear and without subsequent deduction (except as otherwise provided
by law or Regulations, 29 CFR part 4), rebate, or kickback on any account. These payments shall

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be made no later than one pay period following the end of the regular pay period in which the
wages were earned or accrued. A pay period under this Act may not be of any duration longer
than semimonthly.
(k) Withholding of Payments and Termination of Contract. The Contracting Officer shall
withhold or cause to be withheld from the Government Prime Contractor under this or any other
Government contract with the Prime Contractor such sums as an appropriate official of the
Department of Labor requests or such sums as the Contracting Officer decides may be necessary
to pay underpaid employees employed by the Contractor or subcontractor. In the event of failure
to pay any employees subject to the Act all or part of the wages or fringe benefits due under the
Act, the Contracting Officer may, after authorization or by direction of the Department of Labor
and written notification to the Contractor, take action to cause suspension of any further payment
or advance of funds until such violations have ceased. Additionally, any failure to comply with
the requirements of this clause may be grounds for termination of the right to proceed with the
contract work. In such event, the Government may enter into other contracts or arrangements for
completion of the work, charging the Contractor in default with any additional cost.
(l) Subcontracts. The Contractor agrees to insert this clause in all subcontracts subject to
the Act.
(m) Collective Bargaining Agreements Applicable to Service Employees. If wages to be
paid or fringe benefits to be furnished any service employees employed by the Government
Prime Contractor or any subcontractor under the contract are provided for in a collective
bargaining agreement which is or will be effective during any period in which the contract is
being performed, the Government Prime Contractor shall report such fact to the Contracting
Officer, together with full information as to the application and accrual of such wages and fringe
benefits, including any prospective increases, to service employees engaged in work on the
contract, and a copy of the collective bargaining agreement. Such report shall be made upon
commencing performance of the contract, in the case of collective bargaining agreements
effective at such time, and in the case of such agreements or provisions or amendments thereof
effective at a later time during the period of contract performance such agreements shall be
reported promptly after negotiation thereof.
(n) Seniority List. Not less than ten (10) days prior to completion of any contract being
performed at a Federal facility where service employees may be retained in the performance of
the succeeding contract and subject to a wage determination which contains vacation or other
benefit provisions based upon length of service with a Contractor (predecessor) or successor (29
CFR 4.173), the incumbent Prime Contractor shall furnish the Contracting Officer a certified list
of the names, of all service employees on the Contractor's or subcontractor's payroll during the
last month of contract performance. Such list shall also contain anniversary dates of employment
on the contract either with the current or predecessor Contractors of each such service employee.
The Contracting Officer shall turn over such list to the successor Contractor at the
commencement of the succeeding contract.

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(o) Rulings and Interpretations. Rulings and interpretations of the Act are contained in
Regulations, 29 CFR part 4.
(p) Contractor's Certification. (1) By entering into this contract, the Contractor (and
officials thereof) certifies that neither it (nor he or she) nor any person or firm who has a
substantial interest in the Contractor's firm is a person or firm ineligible to be awarded
Government contracts by virtue of the sanctions imposed under section 5 of the Act.
(2) No part of this contract shall be subcontracted to any person or firm ineligible for
award of a Government contract under section 5 of the Act.
(3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18
U.S.C. 1001.
(q) Variations, Tolerances, and Exemptions Involving Employment. Notwithstanding any
of the provisions in paragraphs (b) through (o) of this clause, the following employees may be
employed in accordance with the following variations, tolerances, and exemptions, which the
Secretary of Labor, pursuant to section 4(b) of the Act prior to its amendment by Pub. L. 92 473, found to be necessary and proper in the public interest or to avoid serious impairment of the
conduct of Government business.
(1) Apprentices, student-learners, and workers whose earning capacity is impaired
by age, physical or mental deficiency or injury may be employed at wages lower than the
minimum wages otherwise required by section 2(a)(1) or 2(b)(1) of the Act without diminishing
any fringe benefits or cash payments in lieu thereof required under section 2(a)(2) of the Act, in
accordance with the conditions and procedures prescribed for the employment of apprentices,
student-learners, handicapped persons, and handicapped clients of sheltered workshops under
section 14 of the Fair Labor Standards Act of 1938, in the regulations issued by the
Administrator (29 CFR parts 520, 521, 524, and 525).
(2) The Administrator will issue certificates under the Act for the employment of
apprentices, student-learners, handicapped persons, or handicapped clients of sheltered
workshops not subject to the Fair Labor Standards Act of 1938, or subject to different minimum
rates of pay under the two acts, authorizing appropriate rates of minimum wages (but without
changing requirements concerning fringe benefits or supplementary cash payments in lieu
thereof), applying procedures prescribed by the applicable regulations issued under the Fair
Labor Standards Act of 1938 (29 CFR parts 520, 521, 524, and 525).
(3) The Administrator will also withdraw, annul, or cancel such certificates in
accordance with the regulations in 29 CFR parts 525 and 528.

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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
(r) Apprentices. Apprentices will be permitted to work at less than the predetermined rate
for the work they perform when they are employed and individually registered in a bona fide
apprenticeship program registered with a State Apprenticeship Agency which is recognized by
the U.S. Department of Labor, or if no such recognized agency exists in a State, under a program
registered with the Bureau of Apprenticeship and Training, Employment and Training
Administration, U.S. Department of Labor. Any employee who is not registered as an apprentice
in an approved program shall be paid the wage rate and fringe benefits contained in the
applicable wage determination for the journeyman classification of work actually performed.
The wage rates paid apprentices shall not be less than the wage rate for their level of progress set
forth in the registered program, expressed as the appropriate percentage of the journeyman's rate
contained in the applicable wage determination. The allowable ratio of apprentices to
journeymen employed on the contract work in any craft classification shall not be greater than
the ratio permitted to the Contractor as to his entire work force under the registered program.
(s) Tips. An employee engaged in an occupation in which the employee customarily and
regularly receives more than thirty dollars ($30) a month in tips may have the amount of these
tips credited by the employer against the minimum wage required by section 2(a)(1) or section
2(b)(1) of the Act, in accordance with section 3(m) of the Fair Labor Standards Act and
Regulations 29 CFR part 531. However, the amount of credit shall not exceed $1.34 an hour
beginning January l, 1981. To use this provision -(1) The employer must inform tipped employees about this tip credit allowance
before the credit is utilized;
(2) The employees must be allowed to retain all tips (individually or through a
pooling arrangement and regardless of whether the employer elects to take a credit for tips
received);
(3) The employer must be able to show by records that the employee receives at
least the applicable Service Contract Act minimum wage through the combination of direct
wages and tip credit; and
(4) The use of such tip credit must have been permitted under any predecessor
collective bargaining agreement applicable by virtue of section 4(c) of the Act.
(t) Disputes Concerning Labor Standards. The U.S. Department of Labor has set forth in
29 CFR parts 4, 6, and 8 procedures for resolving disputes concerning labor standards
requirements. Such disputes shall be resolved in accordance with those procedures and not the
Disputes clause of this contract. Disputes within the meaning of this clause include disputes
between the Contractor (or any of its subcontractors) and the contracting agency, the U.S.
Department of Labor, or the employees or their representatives.
(End of clause)
[54 FR 19828, May 8, 1989]
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Board of Governors of the Federal Reserve System
Solicitation, Offer, and Award ZZZZZ
SECTION N
SUPPLIER INFORMATION FORM

SOA (v. 111011)