1. DEFINITIONS.

(a) The term "head of the agency" or "Secretary" as used herein means the Secretary, the Under Secretary, or any Assistant Secretary of Agriculture; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) + authorized to act for the Secretary.

(b) The term "Contracting Officer" as used herein means the person executing this contract on behalf of the Government and includes a duly appointed successor or authorized representative acting within the limits of his authority.

2. CHANGES.

(a) The Contracting Officer may, at any time, without notice to the sureties, by written order designated or indicated to be a change order. make any change in the work within the general scope of the contract. including but not limited to changes:

(i) in the specifications (including drawings and designs). (ii) in the method or manner of performance of the work; (iii) in the Government-furnished facilities, equipment, materials. services, or site; or

(iv) 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 Contractor's cost of, or the time required for, the performance of any 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 20 days before the Contractor gives written notice as therein required: And provided further. That in the case of defective specifications for which the Government 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, he must. within 30 days after receipt of a written change order under (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 Government. The statement of claim hereunder may be included in the notice under (b) above. () No claim by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under this contract.

3. DIFFERING SITE CONDITIONS.

(a) The Contractor shall promptly, and before such conditions are disturbed. notify the Contracting Officer in writing of: (1) Subsurface or latent physical conditions at the site differing materially from those indicated in this contract. or (2) unknown physical conditions at the site. of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this contract. The Contracting Officer shall promptly investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether or not changed as a result of such conditions, an equitable adjustment shall be made and the contract modified in writing accordingly.

(b) No claim of the Contractor under this clause shall be allowed unless the Contractor has given the notice required in (a) above; provided, however, the time prescribed therefore may be extended by the Government.

(c) No claim by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under this

contract.

4. SUSPENSION OF WORK.

(a) The Contracting Officer may order the Contractor in writing to suspend, delay, or interrupt all or any part of the work for such period of time as he may determine to he appropriate for the convenience of the Government.

(b) If the performance of all or any part of the work is, for an unreasonable period of time, suspended. delayed. or interrupted by an act of the Contracting Officer in the administration of this contract, or by his failure to act within the time specified in this contract (or if no time is specified, within a reasonable time), an adjustment shall be made tor any increase in the cost of performance of this contract (excluding profit) necessarily caused by such unreasonable suspension. delay, or interruption and the contract modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension. delay, or interruption to the extent (1) that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor or (2) for which an equitable adjustment is provided for or excluded under any other provision of this contract.

(c) No claim under this clause shall be allowed (1) for any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and (2) unless the claim. in an amount stated, is asserted in writing as soon as practicable after the termination of such suspension. delay, or interruption, but not later than the date of final payment under the contract.

5. TERMINATION FOR DEFAULT-DAMAGES FOR DELAY-TIME EXTENSIONS.

(a) If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within the time specified in this contract, or any extension thereof, or fails to complete said work within such time, the Government may, by written notice to the Contractor, terminate his right to proceed with the work or such part of the work as to which there has been delay. In such event the Government may take over the work and prosecute the same to completion. by contract or otherwise, and may take possession of and utilize in completing the work such materials, appliances, and plant as may be on the site of the work and necessary therefor. Whether or not the Contractor's right to proceed with the work is terminated, he and his sureties shall be liable for any damage to the Government resulting from his refusal or failure to complete the work within the specified time. (b) If fixed and agreed liquidated damages are provided in the contract and if the Government so terminates the Contractor's right to proceed, the resulting damage will consist of such liquidated damages until such reasonable time as may be required for final completion of the work together with any increased costs occasioned the Government in completing the work.

(c) If fixed and agreed liquidated damages are provided in the contract and if the Government does not so terminate the Contractor's right to proceed, the resulting damage will consist of such liquidated damages until the work is completed or accepted.

(d) The Contractor's right to proceed shall not be so terminated nor the Contractor charged with resulting damage if:

(1) The delay in the completion of the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to. acts of God, acts of the public enemy, acts of the Government in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the Government. fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes. unusually severe weather, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and such subcontractors or suppliers; and

(2) The Contractor, within the time specified by the Contracting Officer (10 days from the beginning of the delay unless otherwise specified), notifies the Contracting Officer of the causes of delay. The Contracting Officer shall ascertain the facts and the extent of the delay

FORM AD-377 (REV. 7-72' AGPR (41 CFR) 4-16.5001

and extend the time for completing the work when, in his judgment, the findings of fact justify such an extension. Where the Contrarior's right to proceed with all or part of the work is terminated within less tran days from the beginni from the beginning. grants a further perio.

the delay, the Contractor shall have 10 days uch del (unless the Contracting Officer ne before the date of final payment under the contract) to notify the Contracting Officer in writing of the causes of delay. The Contracting Officer shall ascertain the facts and the extent of the delay and when, in his dement, the findings of fact justify a conclusion that the delay was excusable under the provision of this clause, the rights and obi:gations of the parties shall be these stated in (2) below. Any findings of fact by the Contracting Officer under the above provisions shall be final and conclusive on the parties subject only to appeal as provided in Cleuse 7 of these Generai Provisions.

(e) If, after notice of termination, of the Contractor's right to proceed under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the prov.sions of this clause, or that the delay was excusable under the provisons of this clause, the rights and obligations of the parties shail, it the contract contains a clause providing for termination for convenience of the Government, be the same as if the notice of termination had been issued pursuant to such clause. If, in the foregoing circumstances, this contract does not contain a clause providing for termination for convenience of the Government. the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly, failure to agree ( any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." (f) The rights and remedies of the Government provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

(g) As used in paragraph (d) (1) of this clause. the term "subcontractors or suppliers" means subcontractors or suppliers at any tier.

6. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT.

The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the Government. If this contract is so terminated, the Contractor shall be compensated in accordance with the procedures in Section 1-8.701 of the Federal Procurement Regulations (41 CFR 1-8), in effect on this contract's date.

7. DISPUTES.

(a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, not disposed of by agreement, shall be decided by the Contracting Officer, who shall reduce his decision to writing and furnish a signed copy to the Contractor. Such decision shall be final and conclusive unless, within 30 days from the date of receipt thereof, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal, addressed to the Secretary of Agriculture. The Contractor shall be afforded an opportunity to be heard and to offer evidence. The decision of the Secretary or his duly authorized representative for the determination of such appeals, shall be final and conclusive unless fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision.

(b) This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above: Provided. That nothing in this contract shall be construed as making final the decision of any administrative official, representative. or board on a question of law.

8. RESPONSIBILITY OF CONTRACTOR.

At his own expense the Contractor shall: (a) obtain all required licenses and permits; (b) comply with any applicable Federal, State, and Municipal laws, codes, and regulations: (c) provide competent superintendence at the site with authority to act for the Contractor at all times and shall so notify the Contracting Officer; (d) take precautions necessary to protect persons or property against injury or damage and be responsible for any such injury or damage that occurs as a result of his fault or negligence; (e) perform the work without unnecessarily interfering with other Contractors' work or Government activities: (f) be responsible for all damage to work performed and materials delivered (including Government-furnished items), until completion and final acceptance.

9. INSPECTION AND ACCEPTANCE.

ta) Except as otherwise provided in contract, inspection and test. by the Government of material and workmanship required by this contract stail he made at reasonable times and at the site of the work. unless the Contracting Officer determines that such in-rection or test of material which is to be incorporated in the work shall be made at the place of production, manufacture, or shipment of such material. To the extent specified by the Contracting Officer at the time of determining to make ull-site inspection or test, such inspection of test shall be conclusive as to whether the material involved conforms to the contract requirements. Such off-site inspection or test shall not relieve the Contractor of responsibility for Jamage to or loss of the material prior to acceptance, nor in any way affect the continuing rights of the Government after acceptance of the completed work under the terms of paragraph (e) of this clause, except as hereinabove provided.

(b) The Contractor shall, without charge, replace any material or correct any workmanship found by the Government not to conform to the contract requirements, unless in the public interest the Government consents to accept such material or workmanship with an appropriate adjustment in contract price. The Contractor shall promptly segregate and remove rejected mal from the premises.

(c) If the Contractor dues not promptly replace rejected material or correct rejected workmanship, the Government (1) may, by contract or otherwise. replace such material or correct such workmanship and charge the cost thereof to the Contractor, or (2) may terminate the Contractor's right to proceed in accordance with Clause 5 of these General Provisions.

(d) The Contractor shall furnish promptly, without additional charge, all facilities, labor, and material reasonably needed for: performing such safe and convenient inspection and test as may be " required by the Contracting Officer. All inspection and test by the Government shall be performed in such manner as not unnecessarily to delay the work. Special, full size, and performance tests shall be performed as described in this contract. The Contractor shall be charged with any additional cost of inspection when material and workmanship are not ready at the time specified by the Contractor for its inspection. (e) Unless otherwise provided in this contract, acceptance by the Government shall be made as promptly as practicable after completior and inspection of all work required by this contract. Acceptance shall be final and conclusive except as regards latent defects, fraud, or such gros! mistakes as may amount to fraud, or as regards the Government's right: under any warranty or guarantee.

10. ASSIGNMENT OF CLAIMS.

Pursuant to the provisions of the Assignment of Claims Act of 1940 as amended (31 U.S.C. 203, 41 U.S.C. 15), if this contract provides fo payments aggregating $1,000 or more. claims for moneys due or t become due the Contractor from the Government under this contrac may be assigned to a bank, trust company, or other financin institution, including any Federal lending agency, and may thereafter b further assigned and reassigned to any such institution. Any suc assignment or reassignment shall cover all amounts payable under thi contract and not already paid, and shail not be made to more than on party, except that any such assignment or reassignment may be made t one party as agent or trustee for two or more parties participating i such financing.

11. PAYMENTS.

(a) The Government will make partial or progress payments monthl as the work proceeds, or at more frequent intervals as determined by th Contracting Officer, on estimates approved by the Contracting Office

(b) Except as otherwise provided in this contract, there shall b retained 10 percent of the amount earned until final completion an acceptance of the contract work. However, if the Contracting Officer, i any time after 50 percent of the work has been completed, finds thi satisfactory progress is being made, he may authorize any of th remaining progress payments to be made in full. Also, whenever th work is substantially complete, the Contracting Officer, if he conside the amount retained to be in excess of the amount adequate for th protection of the Government, at his discretion, may release to th Contractor all or a portion of such excess amount.

(c) Upon completion and acceptance of all work, the amount due t Contractor under this contract shall be paid upon the presentation of properly executed voucher. The contractor shall furnish th Government with a release of all claims against the Government arisir by virtue of this contract. Claims in stated amounts may be specifical excepted by the Contractor from the operation of the release. If th Contractor's claim to amounts payable under the contract has be

FORM AD-377 (REV. 7-7

BUY AMERICAN ACT.

(a) In acque end products, the By American Act (41 U.S.C. 10ad) provides that the Government give preterence to domestic source end products. For the purpose of this clie

(1) "Components" means those articles, materials, and supplies, which ai, drectly incorporated in the end products: nose articles, materials, and "End stucts" means supplies, who are to be accured inter this contract for pathlic use: and ID A ource end product" means (A) an unmanufactured end product whael has been ained or produced. in the Inited States and (94) an end product manufactured in the United St w the components thergothich are

mined. pratit to turn in the Inned States exceeds Con for his For the purposes of 50 percent of gestatal this Game 8), emrenents of for men orten of the same type or kind as the productseterred to in or (ii) of this clause snall be treated as onents mined, produced, or manufactured in the United State.

(b) The Contractor agrees that there will be delivered under this contract only domestic source end products, exc and products:

(i) Which are for use outside the United States:

(a) Which the Government determines are not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality:

(i) As to which the Secretary determines the domestic preference to be inconsistent with the pulic interest: or

(1) As to which the esettant determines the cost to the Government to be unreasonable

(The foregoing requirements are administered in accordance with Executive Order No. 10582. dated December 17, 1954.)

13. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT.

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. 327-333). 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 contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any laborer or mechanic in any workweek in which he is emploved on such work to work in excess of eight hours in any calendar day or 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 or mechanic receives compensation at a rate not less than one and one-nalf times his basic rate of pay for all such hours worked in excess of eight hours in any calendar day or in excess of forty hours in such workweek, whichever is the greater number of overtime hours. (b) Violation; liability for unpaid wages: liquidated damages. In the event of any violation of the provisions of paragraph (a), the Contractor and any subcontractor responsible therefor shall be liable to anv attected employee for his 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 or mechanic emploved in violation of the provisions of paragraph (a) in the sum of $10 for each calendar day on which such emplovee was required or permitted to be employed on such work in excess of eight hours or in excess of the standard workweek of forty 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 Government prime 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 (h).

14. SERVICE CONTRACT ACT OF 1965.

(The following clause is applicable if this contract is for less than $2.5001

Except to the extent that an exemption,variation, or tolerance would apply pursuant to 29 CFR 4.6 it this were a contract in excess of $2,500. the Contractor and any subcontractor hereunder shall pay all of his employees engaged in performing work on the contract not less than the minimum wage specified under section 6(a) (1) of the Fair Labor Standards Act 1948, un aminued ($1.60 per hour). However, in cases where section brei (2) of the Fair Labor Standards Act of 1938 is plicable, the respected therein will apply. All regulations and interpretations of the Service Contract Act of 1965 expressed in 29 CFR Part 4 are aby mcorporated by reference in this contract.

(The following clause is applicable if this contract is for $2.500 or

more;

This contract, to the extent that it is of the character to which the Service Contract Net of 1965 (41 U.S.C. 351-357) applies, is subject to the tollowing provi aons and to all other applicable provisions of the Act and the regulations of the Secretary of Labor thereunder (29 CFR Parts 4 and 1516).

(a) Compensation. Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid not less than the minimum nonetary wage and shall he fucmshed tring benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor, or his authorized representative, as specified in any attachment to this contract. If there is such an attachment. any class of service employee which is not listed therein. but which is to be employed under this contract, shall be classified by the Contractor so as to provide a reasonable relationship between such classifications and those listed in the attachment, and shall be paid such monetary wages and furnished such fringe benefits as are determined by agreement of the interested parties, who shall be deemed to be the contracting agency, the Contractor, and the employees who will perform on the contract, or their representatives. If the interested parties do not agree on a classification or reclassification which is, in fact, conformable, the Contracting Officer shall submit the question, together with his recommendation, to the Administrator of the Wage and Hour and Public Contracts Divisions, Department of Labor, or his authorized representative, for final determination. Failure to pay such employees the compensation agreed upon by the interested parties or finally determined by the Administrator, or his authorized representative, shall be a violation of this contract. No employee engaged in performing work on this contract shall in any event be paid less than the minimum wage specified under section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended ($1.60 per hour).

(b) Obligation to furnish fringe benefits. The Contractor or subcontractor may discharge the obligation to furnish fringe benefits specified in the attachment or determined conformably thereto by furnishing any equivalent combinations of fringe benefits, or by making equivalent or differential payments in cash, pursuant to applicable rules of the Administrator of the Wage and Hour and Public Contracts Divisions. Department of Labor (29 CFR Subpart B, Part 4).

(c) 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 of his employees performing work under the contract (regardless of whether they are service employees) less than the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938 ($1.60 per hour). However, in cases where section 6(e)(2) of the Fair Labor Standards Act of 1938 is applicable, the rates specified therein will apply. Nothing in this provision shall relieve the Contractor or any subcontractor of any other obligation under law or contract for the payment of a higher wage to any employee.

(d) 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 a notice of such wages and benefits in a prominent and accessible place at the worksite, using such poster as may be provided by the Department of Labor.

FORM AD-377 (REV. 7-72)

(e) 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 which are unsanitary or hazardous or dangerous to the health or safety of service employees engaged to furnish these services Except insofar as a noncompliance can be justified as provided in section 1516.1(c) of Title 29 CFR. this will require compliance with the plienie standards, specifications, and codes developed and publisned by the US. Department of Labor, any other agency of the United States, and any nationally recognized professional organization such as, without limitation, the following: National Bureau of Standards. U.S. Department of Commerce. Public Health Service. U.S. Department of Health. Education, and Welfare

Bureau of Mines, U.S. Department of the Interior.

American National Standards Institute, Inc. (United States of America
Standards Institute)

National Fire Protection Association.
American Society of Mechanical Engineers.
American Society for Testing and Materials.

American Conference of Governmental Industrial Hygienists.

Information as to the latest standards. specifications. and codes applicable to the contract is available at the office of the Director of the Bureau of Labor Standards, U.S. Department of Labor. Railway Labor Building, 400 First Street. NW.. Washington. D C. 20212, or at any of the regional offices of the Bureau of Labor Standards as follows:

(1) North Atlantic Region, 341 Ninth Avenue. Room 920, New York. N.Y. 10001 (Connecticut, Maine. Massachusetts. New Hampshire, New York. Rhode Island. Vermont. New Jersey and Puerto Rico).

(2) Middle Atlantic Region. Room 410. Penn Square Building. Juniper and Filbert Streets, Philadelphia, Pa. 19107 (Delaware. District of Columbia. Maryland. North Carolina, Pennsylvania, Virginia, and West Virginia).

(3) South Atlantic Region, 1371 Peachtree Street, NE., Suite 723. Atlanta, Ga. 30309 (Alabama. Florida, Georgia. Mississippi. South Carolina, and Tennessee).

(4) Great Lakes Region. 848 Federal Office Building. 219 South Dearborn Street. Chicago. III. 60604 (Illinois, Indiana. Kentucky. Michigan. Minnesota. Ohio, and Wisconsin).

(5) Mid-Western Region, 1906 Federal Office Building, 911 Walnut Street. Kansas City, Mo. 64106 (Colorado, Idaho, Iowa, Kansas. Missouri, Montana, Nebraska, North Dakota, South Dakota, Utah, and Wyoming).

(6) Western Gulf Region, 411 North Akard Street. Room 601. Dallas, Tex. 75201 (Arkansas, Louisiana, New Mexico. Oklahoma, and Texas).

(7) Pacific Region. 10353 Federal Building. 450 Golden Gate Avenue. Box 36017. San Francisco, Calif. 94102 (Alaska. Arizona, California, Hawaii, Nevada, Oregon, Washington, and Guam).

( Records. The Contractor and each subcontractor performing work subject to the Act shall make and maintain for 3 years from the completion of the work the records containing the information specified below for each employee subject to the Act and shall make them available for inspection and transcription by authorized representatives of the Admininstrator of the Wage and Hour and Public Contracts Divisions. U.S. Department of Labor.

(1) His name and address.

(2) His work classification or classifications. rate or rates of monetary wages, and fringe benefits provided. rate or rates of fringe henefit payments in lieu thereof. and total daily and weekly compensation.

(3) His daily and weekly hours so worked.

(4) Any deductions, rehates, or refunds from his total daily or weekly compensation.

(5) A list of monetary wages and fringe benefits for those classes of service employees not included in the minimum wage attachment to this contract, but for which such wage rates or fringe benefits have been determined by the interested parties or by the Administrator of the Wage and Hour and Public Contracts Divisions. Department of Labor. or his authorized representative, pursuant to the labor standards in paragraph (a) of this clause. A copy of the report required by paragraph (j) of this clause shall be deemed to be such a list.

(g) Withholding of payments and termination of contract. The Contracting Officer shall withhold or cause to be withheld from the Government f'rime Contractor under this or any other Government contract with the Prime Contractor such sums as he, or an appropriate

GENERAL PROVISIONS (Service Contract)

officer of the Department of Labor, decides may be necessary to pav underpaid employees. Additionally, any failure to comply with the requirements of this clause relating to the Service Contract Act of 1965 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.

(h) Subcontractors. The Contractor agrees to insert the paragraphs of this clause relating to the Service Contract Act of 1965 in all subcontracts. The term "Contractor" as used in these paragraphs in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor."

(i) Service employee. As used in this clause relating to the Service Contract Act of 1965. the term "service employee" means guards. watchmen, and any person engaged in a recognized trade or craft, or other skilled mechanical craft, or in unskilled, semiskilled, or skilled manual labor occupations; and any other employee. including a foreman or supervisor, in a position having trade, craft, or laboring experience as the paramount requirement: and shall include all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor and such persons.

(i) Contractor's report. If there is a wage determination attachment to this contract and one or more classes of service employees which are not listed thereon are to be employed under the contract, the Contractor shall report to the Contracting Officer the monetary wages to be paid and the fringe benefits to be provided each such class of service emplovee. Such report shall be made promptly as soon as such compensation has been determined as provided in paragraph (a) of this clause.

(k) Regulations incorporated by reference. All interpretations of the Service Contract Act of 1965 expressed in 29 CFR Subpart C. Part 4. are hereby incorporated by reference in this contract.

(1) Exemptions. This clause shall not apply to the following: (1) Any contract of the United States or District of Columbia for construction. alteration and or repair, including painting and decorating of public buildings or public works;

(2) Any work required to be done in accordance with the provisions of the Walsh-Healey Public Contracts Act (49 Stat. 2036: 41 U.S.C. 3545):

(3) Any contract for the carriage of freight or personnel by vessel. airplane, bus, truck, express, railway line, or oil or gas pipeline where published tariff rates are in effect, or where such carriage is subject to rates covered by section 22 of the Interstate Commerce Act:

(4) Any contract for the furnishing of services by radio, telephone. telegraph, or cable companies, subject to the Communications Act of 1934:

(5) Any contract for public utility services, including electric light and power, water, steam, and gas:

(6) Any employment contract providing for direct services to a Federal agency by an individual or individuals:

(7) Any contract with the Post Office Department, the principal purpose of which is the operations of postal contract stations;

(8) Any services to be furnished outside the United States. For geographic purposes, the "United States" is defined in section 8(d) of the Service Contract Act to include any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands. Outer Continental Shelf Lands as defined in the Outer Continental Shelf Lands Act, American Samoa, Guam, Wake Island. Eniwetok Atoll, Kwajalein Atoll, Johnston Island. It does not include any other territory under the jurisdiction of the United states or any United States base or possession within a foreign country; and

(9) Any of the following contracts exempted from all provisions of the Service Contract Act of 1965. pursuant to section 4(b) of the Act. which exemptions the Secretary of Labor hereby finds necessary and proper in the public interest or to avoid serious impairment of the conduct of Goverment business: Contracts entered into by the United States with common carriers for the carriage of mail by rail, air (except air star routes), bus, and ocean vessel, where such carriage is performed on regularly scheduled runs of the trains, airplanes, buses, and messuis over regularly established routes and accounts for an insubstantial portion of the revenue therefrom.

(m) Special employees. Notwithstanding any of the provisions in paragraphs (a) through (k) of this clause, the following employees may be employed in accordance with the following variations, tolerances. and exemptions, which the Secretary of Labor hereby finds pursuant to section 4(b) of the Act to be necessary and proper in the public interest or to avoid serious impairment of the conduct of Government business: (IX) Apprentices, student-learners, and workers whose earning capacity is impaired by age, physical or mental deficiency, or injury may

FORM AD-377 (REV. 7-72)

ployed at wages lower than the minimum wages otherwise aired by section 24a)(1) or 2(b)(1) of the Service Contract Act of 1965. without diminishing any fringe benefits or cash payments in lieu thereof required under section 2(aX2) of that Act, in accordance with the procedures prescribed for the employment of apprentices, studentlearners, 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 of the Wage and Hour and Public Contracts Divisions of the Department of Labor (29 CFR Parts 520, 521, 524, and 525).

(ii) The Administrator will issue certificates under the Service Contract Act of 1965 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).

(iii) The Administrator will also withdraw, annul, or cancel such certificates in accordance with the regulations in 29 CFR Parts 525 and 528.

(2) An employee engaged in an occupation in which he customarily and regularly receives more than $20 a month in tips may have the amount of his tips credited by his employer against the minimum wage required by section 2(a)(1) or section 2(b)(1) of the Act. in accordance with the regulations in 29 CFR Part 531: Provided, however. That the amount of such credit may not exceed 80 cents per hour.

15. EQUAL OPPORTUNITY.

(The following clause is applicable unless this contract is exempt under the rules, regulations, and relevant orders of the Secretary of Labor (41 CFR, ch. 60).)

During the performance of this contract, the Contractor agrees as follows:

(a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national orgin. 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.

(b) The Contractor will, 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.

(c) The Contractor will 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 agency Contracting Officer, advising the labor union or workers' representative of the Contractor's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(d) The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations. and relevant orders of the Secretary of Labor.

(e) The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules. regulations, and orders of the Secretary of Labor, or pursuant thereto. and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(0) In the event of the Contractor's noncompliance with the Equal Opportunity clause of this contract or with any of the said rules. regulations, or orders, this contract may be canceled, terminated, or suspended, in whole or in part, and the Contractor may be declared ineligible for further Government contracts 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.

GENERAL PROVISIONS (Service Contract)

(g) The Contractor will include the provisions of paragraphs (at through (g) in every subcontract or purchase order unless exempted:** rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965. so tha such provisions will be binding upon each subcontractor or vendo. ie Contractor will take such action with respect to any subcontractor 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 involvcG in, or is threatened with. litigation with a subcontractor or vender as a result of such direction by the contracting agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

16. OFFICIALS NOT TO BENEFIT.

No Member of or delegate to Congress, or Resident Commissioner. shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom: but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

17. COVENANT AGAINST CONTINGENT FEES.

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an e ment or understanding for a commission. percentage, brokerage, o contingent fee, excepting bona fide employees or bona fide establishe commercial or selling agencies maintained by the Contractor for ite purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this contract witho liability or in its discretion to deduct from the contract price r consideration, or otherwise recover, the full amount of such commission, percentage. brokerage, or contingent fee.

18. SUBCONTRACTS.

The Contractor shall not, without prior written approval of the Contracting Officer. enter into any subcontract covering any part of the work contemplated by this contract.

19. CONVICT LABOR.

In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor.

20. EXAMINATION OF RECORDS BY COMPTROLLER GENERAL.

(This clause is applicable if the amount of this contract exceeds $2.500 and was entered into by means of negotiation, including small business restricted advertising, but is not applicable if this contract was entered into by means of formal advertising).

(a) The Contractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under this contract or s lesser time specified in the Federal Procurement Regulations Part 1-2. 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.

(b) The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under the subcontract or such lesser time specified in the Federal Procurement Regulations Part 1-20, have access to and the right to examine any directly pertinent books, documents, papers. nd records of such subcontractor, involving transactions related to the subcontract. The term "subcontract" as used in this clause exclude ti, purchase orders not exceeding $2.500 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

(c) The periods of access and examination described in (a) and (b). above, for records which relate to (1) appeals under the "Disputes" clause of this contract. (2) litigation or the settlement of claims arising out of the performance of this contract, or (3) costs and expenses of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall continue until such appeals, litigations, claims, or exceptions have been disposed of.

FORM AD-377 (REV. 7-72)