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 CORHQ-09-C-0006

 CONTRACT NUMBER 

Contract executed on _January 16, 2009_ (Execution Date) and effective as of January 

22, 2009 (Effective Date) between the FEDERAL DEPOSIT INSURANCE CORPORATION, 

acting in its corporate and Receivership capacity (FDIC), and Perella Weinberg Partners LP, a 

limited partnership organized and existing under the laws of Delaware with its principal place of 

business at New York, NY (Contractor). 

 WITNESSETH: 

The FDIC, in its corporate and receivership capacity, desires to retain Contractor, and Contractor 

desires to perform the services or provide the goods described in this contract ("Contract"), upon the 

terms and conditions set forth below. 

Now, therefore, in consideration of the mutual covenants and agreements set forth below, and other 

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by 

the parties, the FDIC and Contractor agree as follows: 

 ARTICLE I. APPOINTMENT AND DUTIES OF CONTRACTOR 

1.1 Independent Contractor 

The FDIC hereby retains Contractor as an independent contractor for the sole purpose of 

performing the services or providing the goods described in this Contract. If this contract permits 

subcontracting, the use of the term “Contractor” herein shall refer to both the Contractor and any and 

all Subcontractors at all levels. Contractor must ensure that any and all Subcontractors adhere to all 

of the terms and conditions that have flow-down requirements. 

1.2 Duties 

Contractor hereby agrees to perform such services (the Services) or provide such goods (the 

Goods) on the terms and conditions set forth below and in the following documents, which are 

incorporated by reference: 

 Statement of Work , Attachment 1 to this Contract. 

 Contractor's Proposal or Amended Proposal, if any, Attachment 2 to this Contract. 

 FDIC General Provisions, Attachment 3 to this Contract. 

 Electronic Invoicing Instructions, Attachment 4 to this Contract 
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Contractor is required to notify the FDIC Contracting Officer and Oversight Manager in writing of 

any change in Contractor’s physical location for the Place of Performance of this Contract. This 

must include without limitation any facilities relocation and/or re-construction activity or any other 

planned event that may impact the continued operation of contractor-operated network equipment 

located on the contractor’s premises. The notification must be made at least thirty days in advance of 

the planned change or start date for any such activity to allow the FDIC time to take appropriate 

action. 

Contractor must ensure that all connections and access to the FDIC network and systems are 

removed and no longer active using appropriate security procedures at the time of expiration or 

termination of this Contract, whether contractor or subcontractor employees are working on-site or 

off-site, and notice must be provided to the Oversight Manager upon completion of these 

requirements. Contractor must also undergo the FDIC pre-exit clearance procedures at the time of 

separation. 

1.3 Standard of Performance 

Contractor must at all times act in good faith and in the best interests of the FDIC, use its 

best efforts and exercise all due care and sound business judgment in performing its duties under this 

Contract. Contractor must at all times comply with FDIC policies, procedures and directives, which 

are incorporated by reference and made part of this Contract. 

1.4 Calendar Days 

Unless specifically provided otherwise in this Contract, the term "days" used anywhere in 

this Contract means calendar days. 

1.5 Subcontracting Report 

If subcontracting or joint venturing is approved, Contractor must submit to the Contracting 

Officer a Subcontractor or Joint Venture Activity Report, twice a year using the Standard Form 294 

and Standard Form 295, while ensuring the following areas are addressed: 

a. Name, address, tax identification number and type of business concern [Minority 

Women Owned Business, Small Disadvantaged Business and applicable Standard 

Industrial Classification (SIC) Code and corresponding geographic location if 

applicable] for each subcontractor or Joint Venture participant. 

b. Period covered by Report. 

c. Description of work performed by subcontractor or Joint Venture participants during 

the report period. 

d. Percentage of services planned and actually provided by subcontractor or Joint 

Venture Participant during the report period and cumulative to date by SIC code if 

applicable. 

e. Total compensation paid to subcontractor or Joint Venture participants during the 

report period and cumulative to date. 

f. Percentage completion toward Subcontracting Plan goals and/or Joint Venture 
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commitments. 
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ARTICLE II. PERIOD OF PERFORMANCE 

2.1 Period of Performance 

This Contract has an effective period of performance starting on the Effective Date and a 

maximum period not to exceed two years from the contract effective date. However, at any time 

after the first year of performance the contracting officer may send written notice with thirty (30) 

days notice that performance will no longer continue. The FDIC is under no obligation to order 

services beyond those services expressly ordered in writing by either the oversight manager or 

contracting officer following award. 

ARTICLE III. SECURITY AND CONFIDENTIALITY REQUIREMENTS 

3.1 Background Investigations 

3.1.1 Background investigations will be conducted for all contractor and subcontractor 

personnel, who are designated as key personnel under the contract, have access to 

FDIC's network, or work on site at FDIC's facilities. The extent of the investigations 

will be in direct relation to the risk level assigned to the contract or to the individual 

job classifications, which can be found in Section 3.2 of this contract. No 

background investigations or fingerprinting will be required under receiverships 

except when a receivership is of a long-term nature, when both are required.

3.1.2 Each contractor and subcontractor employee working on the contract must 

complete an electronic fingerprint application and credit report authorization. No 

employee will be permitted to begin work (including access to FDIC facilities, 

network, and systems) until a favorable fingerprint records check and credit report 

has been received by the FDIC, unless a waiver has been obtained. 

3.1.3 Within 5 days after the effective date hereof, the contractor must provide the 

Contracting Officer with a list of all contractor and subcontractor personnel 

working on the contract. This list must include the employee’s name and 

assigned risk level. The contractor must identify each employee who has a 

previous current or otherwise valid background investigation, and such 

background investigations must be furnished to FDIC with the list of personnel. 

For those employees of the contractor or subcontractor who do not have a valid 

and current background investigation, a background investigation will be 

conducted for them. In that event, the requirements relating to background 

investigations contained herein will control. 

NOTE: A valid background investigation is one that meets the minimum 

investigation for the risk level established for the contract or contract job 
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category, and that has been conducted within 5 years of the date of contract 

award. 

3.1.4 An adverse finding during the background investigation or fingerprinting review 

(e.g., felony conviction), or a completed background investigation or fingerprint 

check that indicates that the employee cannot meet the designated security 

requirements, may prohibit a contractor or subcontractor employee from working 

on the contract. That employee may be removed at the discretion of the 

Contracting Officer and replaced with an employee acceptable to FDIC by the 

Contractor at no additional expense to FDIC and without relief in all contractual 

performance and delivery requirements. 

3.1.5 All contractor and subcontractor employees regularly working on-site at an FDIC 

facility will be issued a yellow identification/access control badge. Such 

employees will not be granted on-site access until FDIC receives a favorable 

fingerprint criminal records check from the FBI. The badges will be issued for a 

six-month period and must be renewed after each six-month period. 

3.1.6 Contractor must notify the Contracting Officer of any new contractor or 

subcontractor personnel assigned to the contract or any change in assignment of 

current personnel. FDIC will perform the appropriate background investigations 

and fingerprint check for any such personnel. Access to FDIC facilities, network, 

and systems will be as set forth in this section 3.1. 

3.2 Risk Level Designation 

• The following risk level has been assigned to this contract: High. 

 The post-award background investigations and fingerprinting required for all contractor 

employees (and subcontractor employees, if applicable) will be for this risk level. 

3.3 Confidentiality of Information, Data, and Systems 

Contractor must ensure the confidentiality of all information, data, and systems provided 

by FDIC or used or obtained by Contractor personnel under this contract. Contractor personnel 

who 1) are designated as key personnel under the contract, 2) have access to FDIC sensitive 

information or data, systems or network, or 3) work on site at FDIC's facilities must sign the 

Contractor Confidentiality Agreement (attached). The Agreement must be signed no later than 

five (5) business days after starting performance and prior to receiving badges or receiving such 

information. The signed Agreement must be returned to the Contracting Officer. 

3.4 through 3.8 RESERVED 

3.9 FDIC Access 

The Contractor must afford FDIC, including the Office of Inspector General, access to 

the Contractor’s and all subcontractors’ facilities, installations, operations, documentation, 
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databases, and personnel used in performance of the contract. Access must be provided to the 

extent required to carry out a program of IT inspection, investigation and audit to safeguard 

against threats and hazards to the integrity, availability and confidentiality of FDIC data, 

systems, software and hardware or to the function of computer systems operated on behalf of 

FDIC or the network accessed by the Contractor personnel and to preserve evidence of computer 

crime or misuse. Notwithstanding the preceding, as well as Sections 16 and 17 of the FDIC 

General Provisions, FDIC acknowledges that any such inspection, investigation and audit will be 

conducted in a manner to allow Contractor to safeguard confidential information of other clients. 

3.10 Subcontractor Requirements 

Contractor must incorporate this Article in all subcontracts that meet the conditions or 

requirements stated in this Article. 

ARTICLE IV. PERSONNEL AND SUBCONTRACTING 

4.1 Key Personnel 

The following key personnel are essential to the proper performance of Contractor's duties 

under this Contract ("Key Personnel") and will perform the roles specified below: 

Name Title

William Donaldson Chairman of Advisory Council 

Michael Kramer Project Manager 

Peter Weinberg Project Manager 

Arjay Jensen Director 

Agnes Tang Director 

MK Alisdari Associate 

Nadia A. Boujarwah Analyst 

Contractor's Proposal, or Amended Proposal, if any, identified the above individuals as Key 

Personnel and certified their availability to perform the duties specified. Contractor agrees to make 

the Key Personnel available as required for performance of the duties under this Contract as long as 

such persons are employed by Contractor or its related entities. Prior to diverting or reassigning any 

Key Personnel to any other projects, and prior to the time any Key Personnel separate from 

Contractor, Contractor must notify the Contracting Officer in writing at least fourteen (14) days in 

advance and must submit the name of the proposed substitute individual with a description of his/her 

educational and professional background. The determination of acceptability of proposed substitute 

personnel will be at the sole discretion of the FDIC. 

All initial Key Personnel and every replacement Key Personnel are required to comply with 

FDIC Integrity and Fitness standards then in effect and throughout the period of performance. 

Contractor must not make any substitutions of Key Personnel until receipt of the Contracting 

Officer's written approval of each such substitution. 
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4.2 FDIC Personnel. 

(a) FDIC Oversight Manager. The term “Oversight Manager" means the person 

designated in writing by the Contracting Officer to represent the FDIC for the purpose of monitoring 

technical performance under this Contract. The Oversight Manager is not authorized to issue any 

instructions or directions which effect any substantive change in this Contract, including but not 

limited to any increase or decrease in the price of this Contract, or change in the delivery date(s) or 

Period of Performance. Specific areas of delegated authority are more particularly defined in the 

Letter of Oversight Manager Confirmation. 

(b) FDIC Contracting Officer. The term “Contracting Officer” means a person 

with FDIC delegated authority to enter into, modify, administer, and terminate contracts and orders. 

4.3 Contractor Personnel 

For purposes of this Contract, any individual who is performing any part of the work or other 

requirement of this Contract and who is an employee of Contractor is considered Contractor 

Personnel (Contractor Personnel). 

4.4 Personnel Qualifications. 

The personnel qualifications defined in the will be used to administer this contract for 

both Contractor Personnel and Subcontractor employees. Contractor must provide a written 

quarterly letter certifying to the FDIC Contracting Officer and Oversight Manager that all 

Contractor Personnel and Subcontractor employees currently working under this contract meet 

each of the personnel qualifications as stated in the contract. The FDIC Contracting Officer and 

Oversight Manager do not have the authority to approve any Contractor Personnel or 

Subcontractor employees who do not meet all the personnel qualifications unless the FDIC 

receives additional consideration from the Contractor.

4.5 Subcontractors 

For purposes of this Contract, individuals and entities that perform Services or provide 

Goods under this Contract and are not included in the definition of "Contractor Personnel" in Section 

4.3 above will be considered subcontractors. Self-employed individuals, independent contractors, 

contract laborers, individuals who are employees of a temporary employment/personnel agency, etc., 

who perform any part of the work or requirements of this Contract do not come within the definition 

of Contractor Personnel and are either subcontractors or employees of subcontractors. 

4.5.1 Authorization; Selection of Subcontractors. 

(a) Contractor will not engage subcontractors to perform any of its 

responsibilities under this Contract without the prior written approval of the FDIC. This 

prohibition does not apply to contracts or orders for purchase of equipment, materials or 

supplies to be used in the performance of this Contract. If Contractor's Proposal leading to 

this Contract requests approval for the use of named or designated subcontractor(s), and if 

the FDIC has accepted that Proposal, the subcontractor(s) will be deemed approved and 

further approval will not be needed. 
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(b) Consent by the FDIC to any proposed subcontractor will not: (1) constitute a 

determination of the acceptability of any subcontract terms or conditions; or (2) constitute a 

determination of the acceptability of any amount paid under any subcontract; or (3) relieve 

Contractor of any of its responsibilities under the Contract. Contractor will award 

subcontracts only to third parties that have filed FDIC Certifications with Contractor. 

(c) The following subcontractors are approved for performance under this 

Contract: 

_None________________________________ 

_____________________________________ 

_____________________________________ 

(d) Contractor must notify the FDIC of any changes in subcontracting 

arrangements. If the subcontractor is a Small Disadvantaged Business (SDB), any changes 

must result in the same or greater SDB participation. 

4.5.2 Contracts with Subcontractors 

Contractor will not be reimbursed for subcontracting costs except as specifically 

provided for in this Contract. Contractor must assure that all contracts it enters into with 

subcontractors will be consistent with the terms of this Contract, including, but not limited 

to, certifications, termination, stop work, confidential information and insurance. 

4.6 Use of Premises by Contractor Personnel 

Contractor must comply with the regulations of the FDIC governing access to facilities and 

operations while on FDIC premises. Contractor must perform its contract activities in such a 

manner as to not interrupt or interfere with the conduct of FDIC business. All persons employed 

under the Contract must observe the regulations in effect while on FDIC premises. 

4.7 Subcontracting Plan Compliance. 

In contracts where subcontracting is permissible and in accordance with the Contractor’s 

proposal as incorporated within the terms and conditions of the Contract, the Subcontracting Plan is 

considered a material part of the Contract. The Contractor’s failure to comply with and make 

progress under the Subcontracting Plan may be considered a breach of contract. In addition, failure 

to achieve the stated subcontracting goals may result in the issuance of a cure notice or show cause 

letter for purposes of termination for default and/or have a negative and adverse impact on the 

Contractor’s past performance record to be considered during proposal evaluation on future 

solicitations. 

ARTICLE V. COMPENSATION AND BILLING 

5.1 Firm Fixed Unit Prices 

For satisfactory performance of this Contract, the FDIC will pay Contractor the agreedupon monthly firm fixed unit prices specified in Contractor's Pricing Schedule (included 
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in Attachment 2 to this Contract). Contractor's fixed unit prices include any and all of 

Contractor's costs and expenses, direct and indirect, as well as any profit, fee, or any 

markups of any nature. 

FDIC is a Federal Government corporation and is exempt from State sales tax. Therefore, it 

will not pay sales tax on invoices submitted to it that is charged by Contractor. 

5.1.1 Compensation Ceiling 

In no event will total FDIC compensation to Contractor, including any reimbursed costs and 

expenses, exceed the aggregate specified: $9,120,000. 

Contractor must notify the Contracting Officer, in writing, when Contractor has 

incurred charges to the FDIC, in the aggregate, of seventy-five percent (75%) of each dollar 

amount. 

5.1.2 Reserved. 

5.1.3 Travel Expenses 

The FDIC will reimburse Contractor for necessary travel and per diem expenses ("Travel 

Expenses"), which include subcontractor travel expenses, if any, that do not exceed amounts 

allowable under the FDIC Contractor Travel Reimbursement Guidelines, a copy of which is 

attached to this Contract as Attachment 7. The FDIC will pay no markup on travel costs 

beyond actual direct reimbursables. All travel must be approved in advance, in writing 

(including by electronic correspondence), by the Contracting Officer or Oversight Manager 

unless such travel was set out in Contractor's Proposal which was accepted by the FDIC at 

the time of Contract award or modification. In no event will the FDIC separately reimburse 

Contractor, outside of the pricing set out in this Contract, for any other costs or expenses it 

incurs in connection with its performance under this Contract, including fees for labor hours 

incurred while traveling to, and from, the work site.

5.2 Billing Instructions 

The FDIC will compensate Contractor as follows: 

5.2.1 General Provisions 

All invoices must be submitted in accordance with the attached General Provision, 

"Invoice Preparation and Submission" (Attachment 3 to this Contract) and Attachment 4, 

“Electronic Invoicing Instructions”. NOTE: If the charges exceed the dollar-ceiling limit or 

the invoicing instructions above are not followed precisely, the invoice will be returned and 

processing of the invoice will be delayed until a corrected invoice is received. 

5.2.2 Contractor’s Remittance Address 

Contractor must include on the invoice Contractor’s remittance address, as specified 

below, in addition to the information specified in the attached General Provision, “Invoice 

Preparation and Submission” and Attachment 4, “Electronic Invoicing Instructions”. The 
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remittance address must be included on Contractor’s invoice regardless of whether payment 

will be made by check or electronic funds transfer (EFT). Contractor must notify the FDIC 

Contracting Officer, in writing, of any changes to the following remittance address: 

Contractor’s Remittance Address: 

As stated in the Central Contractor Registration

_______________________________ 

 _______________________________ 

_______________________________ 

5.2.3 Schedule for Invoicing 

Contractor must submit invoices to the email address specified in Attachment 4, 

“Electronic Invoicing Instructions”, with any appropriate supporting documentation so the 

FDIC can confirm acceptance. Invoices must be submitted within ten (10) days after the end 

of each month. 

5.2.4 Certification of Contractor 

Contractor must include on the invoice the following statement signed by an 

authorized company representative: 

This is to certify that the services set forth hereinwere performedduring the 

period stated. 

 _ ___________ __________ 

Contractor’s Authorized Representative Date 

5.2.5 FDIC Review 

If errors are found on the invoices, the invoices will be returned to Contractor. When 

error-free invoices are received, the invoices will be processed for payment. Any 

discrepancies in the invoices will be resolved between the Contracting Officer and 

Contractor PRIOR to approval of the invoice by the FDIC. The Oversight Manager will 

review each invoice for reasonableness and accuracy prior to approving the invoice for 

payment. 

5.3 Method of Payment-EFT 

Payments by the FDIC under this Contract may be made by check or electronic funds 

transfer (EFT) at the option of the FDIC. If the FDIC makes payment by EFT, the FDIC may, at its 

option, also forward the associated payment information by electronic transfer. As used in this 

section, the term "EFT" refers to the funds transfer and may also include the information transfer. 

For further information, please refer to paragraph 8 of the FDIC General Provisions. 

5.4 Central Contractor Registration 
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The FDIC awards procurements only to businesses that are registered in the Central 

Contractor Registration (CCR) database. The preferred method of completing your registration 

is via the World Wide Web at http://www.ccr.gov. Contractor must register its firm in the CCR 

database, complete the annual renewal process, and maintain current information on its firm in 

the CCR database in order to receive timely invoice payments. FDIC will not input any 

information into the CCR database on Contractor’s behalf, and may reject any invoice from 

Contractor where processing of the invoice cannot be completed because Contractor has failed to 

maintain its registration in the CCR database. 

ARTICLE VI. INSPECTION AND ACCEPTANCE 

6.1 Inspection and Acceptance of Work Product 

In accordance with the General Provision of this Contract, "Inspection of Goods or Services," 

the FDIC will have ten (10) business days from the date of Contractor's delivery of Work Product to 

determine if such Work Product is in compliance with the requirements of the Contract unless a 

different period of time is specified in a task order. Inspection by the FDIC will be conducted by the 

FDIC Oversight Manager. 

6.2 Risk of Loss or Damage 

Contractor retains title to all materials and equipment until receipt of the FDIC's written 

acceptance and payment after final inspection of the finished installation. Title may transfer at an 

earlier date but only upon written notice to Contractor by the Contracting Officer. Risks of loss or 

damage by fire or other causes to material or property ordered by Contractor are the sole 

responsibility of Contractor until acceptance by the FDIC. Contractor will be liable to the FDIC for 

any and all damage to FDIC-owned and FDIC-leased property as a result of this work. 

ARTICLE VII. RIGHTS IN SOFTWARE AND SYSTEMS 

7.1 Proprietary Interest and License in Software and Systems 

The FDIC and Contractor agree that the FDIC has the exclusive and absolute right, title and 

interest in and to all systems and software owned by the FDIC, or otherwise obtained or developed 

for the FDIC at its expense, and furnished to Contractor for use in the performance of Contractor's 

Services under this Contract. 

 ARTICLE VIII. REPRESENTATIONS 

8.1 Representations of Contractor 

Contractor represents as follows: 

8.1.1 The execution, delivery and performance of this Contract have been duly 

authorized by all necessary corporate action of Contractor. 

8.1.2 Contractor currently possesses all necessary licenses, permits and approvals 
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required to execute, deliver and perform its duties under this Contract and is qualified to do 

business in all jurisdictions where such qualification is required for Contractor's performance 

of its duties under this Contract. 

8.1.3 At the time of execution of this Contract, there has been no change in any of the 

Certifications Contractor submitted to the FDIC with its proposal. Contractor agrees to notify 

the Contracting Officer immediately, in writing, of any change to Contractor's Certifications. 

ARTICLE IX. INFORMATION SECURITY AND PRIVACY 

9.1 This contract is for services that require Contractor Personnel to have access to FDIC 

facilities and/or FDIC information (“access” includes access to FDIC information in hard copy 

(paper) format or electronic format via FDIC information systems). Therefore, Contractor shall 

adhere to the following: 

(1) Protecting Sensitive Information

All Contractor Personnel shall comply with FDIC policy requirements to protect the 

confidentiality, integrity, and availability of sensitive information, including personally 

identifiable information (PII) to which they have access. 

Source: FDIC Circular 1360.9, Protecting Sensitive Information for further information. 

(2) Confidentiality Agreement

Contractor Personnel with access to FDIC information shall sign a confidentiality 

agreement. 

ARTICLE X. INSURANCE COVERAGE 

10.1 Liability Insurance 

Contractor, before commencing work or permitting any subcontractor to commence work, 

must procure and maintain, at Contractor's own expense, the following insurance or, should such 

insurance be cancelled, the FDIC shall have the right to procure such insurance, and the cost thereof 

will be deducted from monies then due or which thereafter become due to Contractor. Contractor 

may carry any additional insurance as it may deem necessary. Contractor will not be deemed to be 

relieved of any responsibility by the fact that Contractor carries insurance. The FDIC requires any 

contractor of the FDIC performing work on FDIC premises to carry and maintain, at no expense to 

the FDIC: 

A. Worker's Compensation and Employer's Liability Insurance in accordance with the 

applicable laws of the state in which the work is to be performed or of the state in which 

Contractor is obligated to pay compensation to employees engaged in the performance of the 

work. The policy limit under the Employer's Liability Insurance section shall not be less 

than One Hundred Thousand Dollars ($100,000) for any one accident; and 
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B. Comprehensive Bodily Injury and Property Damage Liability Insurance covering the work, 

the performance of the work and everything incidental thereto, with Bodily Injury (including 

death) and Property Damage limits of not less than Five Million Dollars ($5,000,000) per 

occurrence combined single limit. This policy must be endorsed to cover: Contractual 

liability coverage, completed operations coverage, broad form property damage endorsement 

and Contractor's protective liability coverage; and 

C. Such other insurance as may be required elsewhere in the Contract documents. 

The FDIC must be named as Additional Insured under Contractor's Comprehensive Bodily Injury 

and Property Damage Liability coverage. Contractor's insurance must be primary. 

10.2.1 Errors and Omissions Insurance 

Contractor must obtain and maintain at all times during the Period of Performance of the 

Contract, errors and omissions insurance coverage in the amount of at least $5,000,000 unless a 

higher amount is specified in each task order. Contractor must obtain and maintain such coverage 

with a responsible carrier with at least a financial rating of B+ VI from A.M. Best or equivalent 

rating agency. Contractor agrees to notify the FDIC Contracting Officer in writing within five (5) 

business days of the first notice or proposal of cancellation, termination or modification of coverage 

that Contractor receives. Contractor may, in lieu of insurance coverage, obtain and deliver to the 

FDIC an unconditional, irrevocable letter of credit issued in the FDIC's favor by a financial 

institution acceptable to the FDIC for the dollar amount required for insurance coverage. The letter 

of credit must have an expiration date no earlier than sixty (60) days after the termination or 

expiration of the Contract, as the Contract may be extended. The issuer, policy terms and forms and 

amounts of any errors and omissions insurance coverage, including applicable deductibles, must be 

satisfactory to the FDIC. 

10.2.2 Fidelity Bond Coverage 

Contractor must obtain and maintain at all times during the Period of Performance of the 

Contract fidelity bond (crime) coverage in the amount of at least $2,000,000 per occurrence and 

$4,000,000 in the aggregate. Contractor must obtain and maintain such coverage with a responsible 

carrier or bonding company with a financial rating of at least B+ VI from A.M. Best or equivalent 

rating agency. The policy must cover all of Contractor's employees, partners, trustees, brokers, 

subcontractors, agents, affiliates or other representatives involved in the day-to-day performance of 

the Contract, and must protect the FDIC against losses, including, without limitation, those arising 

from theft, embezzlement, fraud, or misplacement of funds, money, or documents. The FDIC must 

be named as "loss payee" under Contractor's policy. Contractor agrees to notify the FDIC 

Contracting Officer in writing within five (5) business days of the first notice or proposal of 

cancellation, termination or modification of coverage that Contractor receives. Contractor may, in 

lieu of insurance coverage, obtain and deliver an unconditional, irrevocable letter of credit issued in 

the FDIC's favor by a financial institution acceptable to the FDIC for the dollar amount required for 

insurance coverage. The letter of credit must have an expiration date no earlier than sixty (60) days 
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after the termination or expiration of the Contract, as the Contract may be extended. 

10.3 Certificates of Insurance 

Contractor must have its insurance carrier or carriers certify to the FDIC that all insurance 

required is in force, such certificates to stipulate that the insurance will not be cancelled or 

substantially changed without thirty (30) days prior notice by Certified Mail to the FDIC Contracting 

Officer. Contractor must, on request, permit the FDIC to examine original insurance policies. 

Contractor must provide the FDIC, no later than ten (10) calendar days after the date of 

execution of the Contract, evidence of all insurance and bonds specified in this Article X. Such 

evidence of insurance may be (1) a binder or (2) a copy of the original policy. Contractor must also 

provide, no later than ten (10) calendar days after the date of execution, a Certificate of Insurance 

which must include the following mailing address and reference the Contract number: 

Federal Deposit Insurance Corporation 

Attention: Bernard Piper 

 3501 Fairfax Drive, Room E-4120 

Arlington, VA 22226 

10.4 Notice to the FDIC 

Contractor must promptly advise the FDIC's authorized representative of all damages to 

property of the FDIC or of others, or injuries incurred by persons other than employees of Contractor 

in any manner relating, either directly or indirectly, to the work. 

10.5 Cost of Insurance 

Contractor's expenses in fulfilling the requirements of this Article X will not be reimbursed 

by the FDIC. 

ARTICLE XI. MISCELLANEOUS 

11.1 Certain Advice 

Contractor will not be providing FDIC with, and FDIC will not look to Contractor for, tax, 

legal, accounting or other similar advice. 
ARTICLE XII. CONFLICT OF INTEREST

12.1 Notice to the FDIC

Contractor must notify the FDIC Contracting Officer immediately whenever the work under

this Contract conflicts with or appears to conflict with Contractor's obligation to another company or

organization. Contractor must furnish sufficient details to permit evaluation of the situation.

Contractor must not proceed with the performance of the work in question until written notification

to do so is given by the FDIC Contracting Officer.

12.2 Conflicts

In recognition of Contractor's corporate advisory business and the nature of services to be

provided hereunder, FDIC and Contractor will cooperate and establish procedures by which to

determine whether a conflict may exist prior to the disclosure of confidential information; provided,

however, the preceding does not alter or modify the parties' obligations under 12 C.F.R. Chapter III,

Part 366. In addition, FDIC acknowledges Contractor's responses to questions 3(a) and 3(d) of

Attachment F, Volume IV, to Contractor's Proposal, which responses are hereby incorporated herein

by reference.

IN WITNESS WHEREOF, each party has caused this instrument to be signed on its

behalf by its duly authorized agent.

CONTRACTOR: Perella Weinberg Partners LP

By: .. ~.~ __•. _

Name: Peter A. Weinberg

Title: Partner

Date: January 16, 2009

FEDERAL DEPOSIT INSURANCE CORPORATION

By: ~) _

Name: -ylQ/VlO D. tk_M_' _

Title: Contracting Officer

Date: . \/I\,/ oor

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 INDEX TO ATTACHMENTS

Attachment [1]: Statement of Work 

Attachment [2]: Contractor's Price Proposal, or Amended Proposal, if any 

 (including Contractor's Pricing Schedule and Quality Assurance Plan) 

Attachment [3]: FDIC General Provisions 

Attachment [4]: Electronic Invoice Instructions 

Attachment [5]: Reserved 

Attachment [6]: Reserved 

Attachment [7]: FDIC Contractor Travel Reimbursement Guidelines: This can be obtained at the 

following website: http://www.fdic.gov/buying/goods/acquisition/ContractorTravel.doc

Attachment [8]: Reserved 

Attachment [9]: Contractor Confidentiality Agreement 
STATEMENT OF WORK FINANCIAL ADVISORY SERVICES 

(Mergers & Acquisitions) 

1. Background 

The Federal Deposit Insurance Corporation (FDIC), established under the Banking Act of 1933, 

maintains the stability and public confidence in the nation’s financial system by insuring 

deposits, examining and supervising financial institutions, and managing receiverships. The 

primary objective of the FDIC as receiver is to maximize the value of the failing or failed 

institution assets to limit losses to the deposit insurance funds and repay uninsured depositors 

and general creditors. As such, the FDIC has an important role in liquidating these assets in the 

most cost-effective manner possible. The FDIC’s Division of Resolutions and Receiverships 

(DRR) is responsible for resolving failing and failed FDIC-insured depository financial 

institutions (a “Bank”).

2. Scope of Work 

The FDIC requires the services of an advisor, to provide strategic advice on a range of issues 

relating to the evaluation, resolution, and marketing of financial institutions and complex 

financial instruments. The advisor will provide strategies on the marketing and sales of the 

institutions in their entirety and/or their individual assets and deposits, as well as on other 

strategies related to risk transference, on a whole or partial bank basis. The advisor will evaluate 

various strategies for resolving banks and will provide practical solutions that are consistent with 

our primary objectives, including whole bank sales and alternative structures, such as liquidating 

trusts, loss/gain sharing arrangements with buyers, and the sale of assets and deposits to multiple 

entities. The advisor may also evaluate proposed structural enhancements, such as warrants and 

options. In addition, to providing bank specific advice, the advisor on an as needed basis, will 

provide industry wide analysis and commentary on trends affecting large complex financial 

institutions and complex financial instruments. In situations where the advisor is providing bank 

specific advice, and after a confidentiality agreement has been signed, the FDIC shall provide 

potential advisors with salient information from which a strategic plan for sale can be proposed. 

3. Performance Requirements

3.1. Post-award Conference

If requested by the Oversight Manager, Contractor shall attend a post-award conference at the 

FDIC’s offices in Washington, DC, with the Oversight Manager, FDIC Legal representatives, 

and Contracting Staff to review the scope of the contract, technical requirements, rights and 

obligations of the parties, reporting requirements (including but not limited to minutes of 

meetings between contract participants) and FDIC personnel roles. 

3.2. Macro Level Strategic Advice 

The advisor will be available, on an as needed basis, to provide immediate advice to the FDIC 

Chairman or other FDIC staff on matters related to the issues described in the above scope of 

work. Due to the mission critical nature of the assignment, the contractor may be required to 

respond to requests from the FDIC under very short time constraints (24hrs or less). In 
conjunction with these advisory services, the contractor may also be required to travel, on short 

notice, to FDIC headquarters, FDIC offices nationwide or to specific financial institutions or 

other locations. The contractor shall provide status reports that document activities relevant to 

performance. 

3.3. Institution Level Disposition Strategies

3.3.1. The Contractor shall assess current market conditions regarding both the deposit structure 

and the loan assets or other assets and shall address the following, as appropriate, in a 

“Disposition Strategy Report” (the “Strategy Report”) to be prepared and delivered by the 

Contractor to the FDIC: 

(1) Alternative sale or other disposition options for the sale of the institution, outlining 

and supporting the recommended alternatives, including: 

a. The best method and strategy for disposition of the institution and an estimation 

of the recovery value for each disposition option considered; 

b. An explanation of the valuation methodology employed in determining market 

value(s); and 

c. A cost-benefit analysis for each strategy considering all disposition costs and 

retained liabilities of the FDIC and estimated proceeds 

(2) Discussion of other relevant assumptions and issues, as directed by the Oversight 

Manager. 

3.3.2. The alternate sale or other disposition strategies to be discussed in the Disposition 

Strategy Report may include either or both of the following, with different strategies applicable 

to portions of the Loan Assets or other assets: 

(1) Sale of the Loan Assets or other assets. The Strategy Report will set forth a proposed 

plan for marketing the Assets, including recommended pooling/stratification of the 

Assets, designed to result in the maximum net proceeds to the FDIC. While it is the 

FDIC’s strong preference to sell such assets “as, is, where is” without representations, 

warranties or indemnification, the Strategy Report should discuss whether providing 

certain “standard industry” representations, warranties, and indemnification are likely to 

result in significantly greater net proceeds to the FDIC (after taking into account the 

FDIC’s potential continuing liability with respect to such representations, warranties and 

indemnification). 

While it is also the FDIC’s strong preference to quickly dispose of all of the Assets, the 

Strategy Report should discuss whether it may be in the FDIC’s best interest (because it 

will maximize net proceeds to the FDIC or limit litigation risk) to retain some portion of 

the Assets on a temporary (or permanent) basis in order to complete loan workouts or 

modifications arrangements, to correct document or recording deficiencies or because of 

market conditions or issues regarding regulatory compliance. 
(2) Contribution of the Loan Assets of other Assets by the FDIC to a business entity in 

exchange for participation or an equity interest. The FDIC will consider an arrangement 

where the Assets are acquired by a business entity managed by an independent third party 

with the FDIC retaining some interest that would allow it to participate in the anticipated 

future proceeds from the management and disposition of the Assets. If the Contractor 

recommends this strategy, the Strategy Report should set forth a recommended structure 

for this arrangement which will include the following: 

a. The form of business entity to be created [and by whom] such as a business trust, 

limited partnership, or limited liability company; 

b. The interest in the business entity to be acquired by the FDIC and whether the 

acquisition of that interest will (i) be solely in exchange for the FDIC’s contribution 

of the Assets, (ii) involve a part sale/part contribution of the Assets, or (iii) require a 

cash capital contribution or loan, in addition to the contribution of the Assets. 

Regardless of the form of entity, the FDIC’s liability with respect to the acquired 

interest must be limited to its capital contribution; 

c. The percentage interest to be acquired by the third party bidder and the 

contribution to made by the bidder to acquire such interest; 

d. Proposed compensation and economic returns to the third party bidder and the 

FDIC; 

e. The financial and other reports to be provided to FDIC and the FDIC’s right to 

monitor the performance of the third party bidder; and 

f. The Contractor’s ongoing oversight of the FDIC’s interest in the entity. 

g. Assistance with structure design, in conjunction with FDIC/DRR business staff 

and internal, as well as external, counsel, to implement proposal(s). 

3.3.3. The Strategy Report should include the evaluation and analysis of the alternative 

structures presented in a concise, logical format including a written analysis and rationale for 

specific pool stratification and composition decisions to the Oversight Manager for review and 

approval. For each option, the Contractor shall identify all steps to be performed by the 

Contractor to facilitate the disposition of the institution at the maximum net value to the FDIC. 

The Strategy Report must reflect: (i) a detailed time and responsibility schedule (“Plan”) for each 

step necessary to implement and close each disposition strategy and (ii) a schedule of reports to 

be provided by the Contractor to the Oversight Manager to ensure that relevant progress is 

monitored (the schedule should state the purpose of the report and its frequency).The Contractor 

shall revise the Plan, as necessary, based on the direction of the FDIC Oversight Manager. 

3.4. Implementation of Disposition Strategy

Contractor shall: 
(1) Support internal FDIC approval processes including, but not limited to, preparation of 

case memoranda, oral presentation and/or related internal approval documentation to 

FDIC Senior Management and/or the Board of Directors to support the recommended 

disposition strategy. Drafts and final version of materials prepared by Contractor shall be 

provided for FDIC review, as requested by the Oversight Manager; 

(2) Make recommendations to the FDIC concerning the development of disposition 

documents (sale documents including a sale agreement for a sale strategy; partnership 

agreement or limited liability company operating agreement for an equity retention 

strategy), instructions to bid, a form of bid sheet and other related documents needed to 

consummate the sale and transfer of ownership; and 

(3) Preliminarily identify and qualify potential interested bidders. 

3.5. Deliverables. All deliverables shall be delivered to the FDIC offices in Washington DC, 

or as otherwise agreed upon by the Oversight Manager and Contractor. 

3.5.1. Initial Assessment Status Reports. The contractor shall provide the FDIC with a status 

report. This report shall be presented in a format acceptable to the FDIC and shall include the 

following information: (a) strategic objectives and key projects for the reporting period; (b) 

activities and accomplishments during the reporting period; (c) issues related to assigned tasks 

that were identified during the reporting period; (d) meetings in which the contractor participated 

during the reporting period; (e) contractor staff travel activity and expenses during the reporting 

period; (f) projected activities, priorities, travel for the next reporting period; One original and 

one copy of this status report shall be provided by the contractor to the Oversight Manager for 

this contract on a monthly basis as scheduled. Status reports shall be delivered at time intervals 

determined by the Oversight Manager or as mutually agreed to. 

3.5.2. Institutional Disposition Strategy Report. The contractor shall provide the FDIC with a 

Disposition Strategy Report, as described above in section 3.3, no later than 30 calendars after 

the effective date of the contract. The Oversight Manager may extend the above delivery date at 

his discretion. 

3.5.3. Global Economic Trend Report 

In addition to contractor responses to FDIC inquiries for bank specific advice and reports 

required for these situations, the contractor shall provide, on a monthly basis, a report, in a 

format mutually agreed upon with the oversight manager, which describes macro level trends 

and issues affecting the financial industry and which may have an impact on the FDIC mission. 

3.6 Contractor shall work with FDIC personnel and other FDIC contractors and agents as 

designated by the FDIC Oversight Managers. 

3.7 Except for the monthly report described in 3.5.3 above, contractor shall provide reports 

and other deliverables based on timeframes provided by the FDIC Oversight Manager. 
FDIC GENERAL PROVISIONS
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TABLE OF CONTENTS

 Page

1. Contractor Conflicts of Interest .......................................................................................... 1 

2. Limitation on Payments to Influence Certain Federal Transactions................................... 7 

3. Covenant Against Contingent Fees................................................................................... 12 

4. Anti-Kickback Procedures................................................................................................ 12 

5. Certification Regarding a Drug-Free Workplace.............................................................. 13 

6. Equal Opportunity............................................................................................................. 15 

7. Section 508 Compliance ................................................................................................... 16 

8. Method of Payment - EFT ................................................................................................ 17 

9. Affirmative Action for Handicapped Workers................................................................. 19 

10. Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era .................. 19 

11. Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era... 22 

12. Service Contract Act of 1965, as Amended...................................................................... 23 

13. Ozone-Depleting Substances (JUN 1996) ........................................................................ 29 

14. Refrigeration Equipment and Air Conditioners (MAY 1995).......................................... 30 

15. OIG Fraud Hotline ............................................................................................................ 30 

16. Examination of Records by Comptroller General ............................................................ 30 

17. Audit of Records............................................................................................................... 30 

18. Inspection of Goods or Services....................................................................................... 31 

19. Invoice Preparation and Submission................................................................................. 32 

20. Prompt Payment Act Procedures...................................................................................... 33 

21. Changes............................................................................................................................. 35 

22. Disclosure and Handling of Confidential Information ..................................................... 36 

23. Definition of and Rights in Work Product........................................................................ 36 

24. Advertising and Publicity ................................................................................................. 37 

25. FDIC Property................................................................................................................... 37 

26. Liability to Third Persons ................................................................................................. 40 

27. Right to Offset Against Any Contract Payments for Delinquent Obligations.................. 40 

28. Federal, State and Local Taxes......................................................................................... 41 

29. Notice and Certification of Claims................................................................................... 41 

30. Disputes............................................................................................................................. 41 

31. Assignment of Claims....................................................................................................... 42 

32. Excusable Delays.............................................................................................................. 42 

33. Stop Work Order............................................................................................................... 42 

34. Termination for Convenience of the FDIC....................................................................... 43 

35. Termination for Default.................................................................................................... 43 

36. Order of Precedence.......................................................................................................... 45 

37. Joint and Several Liability ................................................................................................ 45 

38. Work Hours and Holidays................................................................................
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39. Security ............................................................................................................................. 45 

40. Governing Law ................................................................................................................. 45 

41. Entire Contract; Modification........................................................................................... 45 

42. Privacy Act............................................................................................46
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FDIC GENERAL PROVISIONS

1. Contractor Conflicts of Interest

Contractor is subject to the provisions of 12 Code of Federal Regulations Chapter III, Part 366, which is reprinted 

below. 

PART 366--MINIMUM STANDARDS OF INTEGRITY AND FITNESS FOR AN FDIC CONTRACTOR 

TABLE OF CONTENTS 

Sec. Subject 

366.0 Definitions 

366.1 What is the purpose of this part? 

366.2 What is the scope of this part? 

366.3 Who cannot perform contractual services for the FDIC? 

366.4 When is there a pattern or practice of defalcation? 

366.5 What causes a substantial loss to a federal deposit insurance fund? 

366.6 How is my ownership or control determined? 

366.7 Will the FDIC waive the prohibitions under § 366.3? 

366.8 Who can grant a waiver of a prohibition or conflict of interest?

366.9 What other requirements could prevent me from performing contractual services for the FDIC? 

366.10 When would I have a conflict of interest? 

366.11 Will the FDIC waive a conflict of interest? 

366.12 What are the FDIC’s minimum standards of ethical responsibility? 

366.13 What is my obligation regarding confidential information? 

366.14 What information must I provide the FDIC? 

366.15 What advice or determinations will the FDIC provide me on the applicability of this part? 

366.16 When may I seek a reconsideration or review of an FDIC determination? 

366.17 What are the possible consequences for violating this part? 

Authority: 12 U.S.C. 1819(Tenth), 1822(f)(3) and (4); Sec. 19 of Pub. L. 103-204, 107 Stat. 2369. 

§ 366.0 Definitions. 

As used in this part: 

(a) The word person refers to an individual, corporation, partnership, or other entity with a legally 

independent existence. 

(b) The terms we, our, and us refer to the Federal Deposit Insurance Corporation (FDIC), except when 

acting as conservator or operator of a bridge bank. 

(c) The terms I, me, my, mine, you, and yourself refer to a person who submits an offer to perform or 

performs, directly or indirectly, contractual services or functions on our behalf. 

(d) The phrase insured depository institution refers to any bank or savings association whose deposits are 

insured by the FDIC. 
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§ 366.1 What is the purpose of this part?

This part establishes the minimum standards of integrity and fitness that contractors, subcontractors, and 

employees of contractors and subcontractors must meet if they perform any service or function on our behalf. This 

part includes regulations governing conflicts of interest, ethical responsibility, and use of confidential information in 

accordance with 12 U.S.C. 1822(f)(3) and the prohibitions and the submission of information in accordance with 12 

U.S.C. 1822(f)(4). 

§ 366.2 What is the scope of this part?

(a) This part applies to a person who submits an offer to perform or performs, directly or indirectly, a 

contractual service or function on our behalf. 

(b) This part does not apply to: 

(1) An FDIC employee for the purposes of title 18, United States Code; or 

(2) The FDIC when we operate an insured depository institution such as a bridge bank or 

conservatorship. 

§ 366.3 Who cannot perform contractual services for the FDIC?

We will not enter into a contract with you to perform a service or function on our behalf, if you or any person 

that owns or controls you, or any entity you own or control: 

(a) Has a felony conviction; 

(b) Was removed from or is prohibited from participating in the affairs of an insured depository institution 

as a result of a federal banking agency final enforcement action; 

(c) Has a pattern or practice of defalcation; or 

(d) Is responsible for a substantial loss to a federal deposit insurance fund. 

§ 366.4 When is there a pattern or practice of defalcation?

(a) You have a pattern or practice of defalcation under § 366.3(c) when you, any person that owns or 

controls you, or any entity you own or control has a legal responsibility for the payment on at least two 

obligations that are: 

(1) To one or more insured depository institutions; 

(2) More than 90 days delinquent in the payment of principal, interest, or a combination thereof; 

and 

(3) More than $50,000 each. 

(b) The following are examples of when you have or do not have a pattern or practice of defalcation. 

These examples are not inclusive. 

(1) You have five loans at insured depository institutions. Three of them are 90 days past due. Two 

of the three loans have outstanding balances of more than $50,000 each. You have a pattern or 

practice of defalcation. 
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(2) You have five loans at insured depository institutions. Two of them are 90 days past due. One of 

the two is with ABC Bank for $170,000. The other one is with XYZ bank for $60,000. You 

have a pattern or practice of defalcation. 

(3) You have five loans at insured depository institutions. Three of them are 90 days past due. One 

of the three has an outstanding balance of more than $50,000. The other two have outstanding 

balances of less than $50,000. You do not have a pattern or practice of defalcation. 

(4) You have five loans at insured depository institutions. Three of them have outstanding balances 

of more than $50,000. Two of those three were 90 days past due but are now current. You do 

not have a pattern or practice of defalcation. 

§ 366.5 What causes a substantial loss to a federal deposit insurance fund?

You cause a substantial loss to a federal deposit insurance fund under § 366.3(d) when you, or any person that 

owns or controls you, or any entity you own or control has: 

(a) An obligation to us that is delinquent for 90 days or more and on which there is an outstanding balance 

of principal, interest, or a combination thereof of more than $50,000; 

(b) An unpaid final judgment in our favor that is in excess of $50,000, regardless of whether it becomes 

discharged in whole or in part in a bankruptcy proceeding; 

(c) A deficiency balance following foreclosure of collateral on an obligation owed to us that is in excess of 

$50,000, regardless of whether it becomes discharged in whole or in part in a bankruptcy proceeding; 

or 

(d) A loss to us that is in excess of $50,000 that we report on IRS Form 1099-C, Information Reporting for 

Discharge of Indebtedness. 

§ 366.6 How is my ownership or control determined?

(a) Your ownership or control is determined on a case-by-case basis. Your ownership or control depends 

on the specific facts of your situation and the particular industry and legal entity involved. You must 

provide documentation to us to use in determining your ownership or control. 

(b) The interest of a spouse or other family member in the same organization is imputed to you in 

determining your ownership or control. 

(c) The following are examples of when your ownership or control may or may not exist. These examples 

are not inclusive. 

(1) You have control if you are the president or chief executive officer of an organization. 

(2) You have ownership or control if you are a partner in a small law firm. You might not have 

ownership or control if you are a partner in a large national law firm. 

 

(3) You have control if you are a general partner of a limited partnership. You have ownership or 

control if you have a limited partnership interest of 25 percent or more. 

(4) You have ownership or control if you have the: 
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(i) Power to vote, directly or indirectly, 25% or more interest of any class of voting stock of 

a company; 

(ii) Ability to direct in any manner the election of a majority of a company's directors or 

trustees; or 

(iii) Ability to exercise a controlling influence over the company's management and policies. 

§ 366.7 Will the FDIC waive the prohibitions under § 366.3? 

We may waive the prohibitions for entities other than individuals for good cause shown at our discretion 

when our need to contract for your services outweighs all relevant factors. The statute does not allow us to waive 

the prohibitions for individuals. 

§ 366.8 Who can grant a waiver of a prohibition or conflict of interest? 

The FDIC's Board of Directors delegates to the Chairman, or his designee, authority to issue waivers and 

implement procedures for part 366. 

§ 366.9 What other requirements could prevent me from performing contractual services for the FDIC? 

You must avoid a conflict of interest, be ethically responsible, and maintain confidential information as 

described in §§ 366.10 through 366.13. You must also provide us with the information we require in § 366.14. 

Failure to meet these requirements may prevent you from contracting with us. 

§ 366.10 When would I have a conflict of interest? 

(a) You have a conflict of interest when you, any person that owns or controls you, or any entity you own 

or control: 

(1) Has a personal, business, or financial interest or relationship that relates to the services you 

perform under the contract; 

(2) Is a party to litigation against us, or represents a party that is; 

(3) Submits an offer to acquire an asset from us for which services were performed during the past 

three years, unless the contract allows for the acquisition; or 

(4) Engages in an activity that would cause us to question the integrity of the service you provided, 

are providing or offer to provide us, or impairs your independence. 

(b) The following are examples of a conflict of interest. These examples are not inclusive. 

(1) You submit an offer to perform property management services for us and you own or manage a 

competing property. 

(2) You audit a business under a contract with us and you or a partner in your firm has an 

ownership interest in that business. 

(3) You perform loan services on a pool of loans we are selling, and you submit a bid to purchase 

one or more of the loans in the pool. 

(4) You audit your own work or provide nonaudit services that are significant or material to the 

subject matter of the audit. 
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§ 366.11 Will the FDIC waive a conflict of interest? 

(a) We may waive a conflict of interest for good cause shown at our discretion when our need to contract 

for your services outweighs all relevant factors. 

(b) The following are examples of when we may grant you a waiver for a conflict of interest. These 

examples are not inclusive. 

(1) We may grant a waiver to an outside counsel who has a representational conflict. We will 

weigh all relevant facts and circumstances in making our determination. 

(2) We may grant a waiver to allow a contractor to acquire an asset from us who is providing or has 

provided services on that asset. We will consider whether granting the waiver will adversely 

affect the fairness of the sale, the type of services provided, and other facts and circumstances 

relevant to the sale in making our determination. 

§ 366.12 What are the FDIC’s minimum standards of ethical responsibility?

(a) You and any person who performs services for us must not provide preferential treatment to any 

person in your dealings with the public on our behalf. 

(b) You must ensure that any person you employ to perform services for us is informed about their 

responsibilities under this part. 

(c) You must disclose to us waste, fraud, abuse or corruption. 

(d) You and any person who performs contract services to us must not: 

(1) Accept or solicit for yourself or others any favor, gift, or other item of monetary value from any 

person who you reasonably believe is seeking an official action from you on our behalf, or has 

an interest that the performance or nonperformance of your duties to us may substantially affect; 

(2) Use or allow the use of our property, except as specified in the contract; 

(3) Make an unauthorized promise or commitment on our behalf; or 

(4) Provide impermissible gifts or entertainment to an FDIC employee. 

(e) The following are examples of when you are engaging in unethical behavior. These examples are not 

inclusive. 

(1) Using government resources, including our Internet connection, to conduct any business that is 

unrelated to the performance of your contract with us. 

(2) Submitting false invoices or claims, or making misleading or false statements. 

(3) Committing us to forgive or restructure a debt or portion of a debt, unless we provide you with 

written authority to do so. 

§ 366.13 What is my obligation regarding confidential information?

(a) Neither you nor any person who performs services on your behalf may use or disclose information 
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obtained from us or a third party in connection with an FDIC contract, unless: 

(1) The contract allows or we authorize the use or disclosure; 

(2) The information is generally available to the general public; or 

(3) We make the information available to the general public. 

(b) The following are examples of when your use of confidential information is inappropriate. These 

examples are not inclusive. 

(1) Disclosing information about an asset, such as internal asset valuations, appraisals or 

environmental reports, except as part of authorized due diligence materials, to a prospective 

asset purchaser. 

(2) Disclosing a borrower's or guarantor's personal or financial information, such as a financial 

statement to an unauthorized party. 

§ 366.14 What information must I provide the FDIC? 

You must: 

(a) Certify in writing that you can perform services for us under § 366.3 and have no conflict of interest 

under § 366.10(a). 

(b) Submit a list and description of any instance during the preceding five years in which you, any person 

that owns or controls you, or any entity you own or control, defaulted on a material obligation to an 

insured depository institution. A default on a material obligation occurs when a loan or advance with 

an outstanding balance of more than $50,000 is or was delinquent for 90 days or more. 

(c) Notify us within 10 business days after you become aware that you, or any person you employ to 

perform services for us, are not in compliance with this part. Your notice must include a detailed 

description of the facts of the situation and how you intend to resolve the matter. 

(d) Agree in writing that you will employ only persons who meet the requirements of this part to perform 

services on our behalf. 

(e) Comply with any request from us for information. 

(f) Retain any information you rely upon regarding the provisions of this part for a period of three years 

following termination or expiration and final payment of the related contract for services. 

§ 366.15 What advice or determinations will the FDIC provide me on the applicability of this part? 

(a) We are available to you for consultation on those determinations you are responsible for making under 

this part, including those with respect to any person you employ or engage to perform services for us. 

(b) We will determine if this part prohibits you from performing services for us prior to contract award, 

after contract award, and during the performance of a contract. 

(c) We may determine what corrective action you must take. 

(d) We may grant you a waiver for good cause shown where provided for under this part. 

§ 366.16 When may I seek a reconsideration or review of an FDIC determination? 
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(a) You may seek reconsideration or review of our initial determination by sending a written request to the 

individual who issued you the initial decision. 

(b) You must provide new information or explain a change in circumstances for our reconsideration of an 

initial decision. The individual who issued you the initial decision may either make a new 

determination or refer your request to a higher authority for review. 

(c) You must provide an explanation of how you perceive that we misapplied this part that sets forth the 

legal or factual errors for our review of an initial decision. 

§ 366.17 What are the possible consequences for violating this part? 

Depending on the circumstances, violations of this part may result in rescission or termination of a contract, 

as well as administrative, civil, or criminal sanctions. 

2. Limitation on Payments to Influence Certain Federal Transactions

A. Applicability. This provision is applicable to solicitations and contracts expected to exceed 

$100,000. 

B. Definitions. As used in this provision, 

(1) "Agency," for purposes of this provision, means the FDIC. 

(2) "Covered Federal action" means any of the following Federal actions: 

(a) The awarding of any Federal contract. 

(b) The making of any Federal grant. 

(c) The making of any Federal loan. 

(d) The entering into of any cooperative agreement. 

(e) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. 

(3) "Indian tribe" and "tribal organization" have the meaning provided in section 4 of the 

Indian Self-Determination and Education Assistance Act (25 U.S.C. 450b) and include 

Alaskan Natives. 

(4) "Influencing or attempting to influence" means making, with the intent to influence, any 

communication to or appearance before an officer or employee of any agency, Member 

of Congress, an officer or employee of Congress, or an employee of a Member of 

Congress in connection with any covered Federal action. 

(5) "Local government" means a unit of government in a State and, if chartered, established, 

or otherwise recognized by a State for the performance of a governmental duty, including 

a local public authority, a special district, an intrastate district, a council of governments, 

a sponsor group representative organization, and any other instrumentality of a local 

government. 

(6) "Officer or employee of an agency" includes the following individuals who are employed 

by an agency: 

(a) An individual who is appointed to a position in the Government under 5 U.S.C., 

including a position under a temporary appointment. 

(b) A member of the uniformed services as 
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defined in 37 U.S.C. 101. 

(c) A special Government employee, as defined in 18 U.S.C. 202. 

(d) An individual who is a member of a Federal advisory committee, as defined by 

the Federal Advisory Committee Act, 5 U.S.C. Appendix 2. 

(7) "Person" means an individual, corporation, company, association, authority, firm, 

partnership, society, State, and local government, regardless of whether such entity is 

operated for profit or not for profit. This term excludes an Indian tribe, tribal 

organization, or any other Indian organization with respect to expenditures specifically 

permitted by other Federal law. 

(8) "Reasonable compensation" means, with respect to a regularly employed officer or 

employee of any person, compensation that is consistent with the normal compensation 

for such officer or employee for work that is not furnished to, not funded by, or not 

furnished in cooperation with the Federal Government. 

(9) "Reasonable payment" means, with respect to professional and other technical services, a 

payment in an amount that is consistent with the amount normally paid for such services 

in the private sector. 

(10) "Recipient" includes Contractor and all subcontractors. This term excludes an Indian 

tribe, tribal organization, or any other Indian organization with respect to expenditures 

specifically permitted by other Federal law. 

(11) "Regularly employed" means, with respect to any officer or employee of a person 

requesting or receiving a Federal contract, an officer or employee who is employed by 

such person for at least 130 working days within one year immediately preceding the date 

of the submission that initiates agency consideration of such person for receipt of such 

contract. An officer or employee who is employed by such person for less than 130 

working days within one year immediately preceding the date of the submission that 

initiates agency consideration of such person shall be considered to be regularly 

employed as soon as he or she is employed by such person for 130 working days. 

(12) "State" means a State of the United States, the District of Columbia, the Commonwealth 

of Puerto Rico, a territory or possession of the United States, an agency or instrumentality 

of a State, or a multi-State, regional, or interstate entity having governmental duties and 

powers. 

C. Prohibitions. 

(1) 31 U.S.C. 1352, among other things, prohibits a recipient of a Federal contract, grant, 

loan, or cooperative agreement from using appropriated funds to pay any person for 

influencing or attempting to influence an officer or employee of any agency, a Member 

of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions: the awarding of 

any Federal contract, the making of any Federal grant, the making of any Federal loan, 

the entering into of any cooperative agreement, and the extension, continuation, renewal, 

amendment, or the modification of any Federal contract, grant, loan or cooperative 

agreement. 

(2) The Act also requires contractors to furnish a disclosure if any funds other than Federal 

appropriated funds (including profit or fee received under a covered Federal transaction) 

have been paid, or will be paid, to any person for influencing or attempting to 
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influence an officer or employee of any agency, a Member of Congress, an officer or 

employee of Congress, or an employee of a Member of Congress in connection with a 

Federal contract, grant, loan, or cooperative agreement. 

(3) The prohibitions of the Act do not apply under the following conditions: 

(a) Agency and legislative liaison by own employees. 

(i) The prohibition on the use of appropriated funds, in subparagraph C.(1) 

of this provision, does not apply in the case of a payment of reasonable 

compensation made to an officer or employee of a person requesting or 

receiving a covered Federal action if the payment is for agency and 

legislative liaison activities not directly related to a covered Federal 

action. 

(ii) For purposes of subdivision C.(3)(a)(i) of this provision, providing any 

information specifically requested by an agency or Congress is 

allowable at any time. 

(iii) The following agency and legislative liaison activities are permitted at 

any time where they are not related to a specific solicitation for any 

covered Federal action; 

[1] Discussing with an agency the qualities and characteristics 

(including individual demonstrations) of the person's products 

or services, conditions or terms of sale, and service 

capabilities. 

[2] Technical discussions and other activities regarding the 

application or adaptation of the person's products or services 

for an agency's use. 

(iv) The following agency and legislative liaison activities are permitted 

where they are prior to formal solicitation of any covered Federal 

action: 

[1] Providing any information not specifically requested but 

necessary for an agency to make an informed decision about 

initiation of a covered Federal action; and 

[2] Technical discussions regarding the preparation of an 

unsolicited proposal prior to its official submission. 

(v) Only those services expressly authorized by subdivision C.(3)(a)(i) of 

this provision are permitted under this provision. 

(b) Professional and technical services. 

(i) The prohibition on the use of appropriated funds, in subparagraph C.(1) 

of this provision, does not apply in the case of— 

[1] A payment of reasonable compensation made to an officer or 

employee of a person requesting or receiving a covered 

Federal action or an extension, continuation, renewal, amendment, or modification 
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of a covered Federal action, if payment is for professional or 

technical services rendered directly in the preparation, 

submission, or negotiation of any bid, proposal, or application 

for that Federal action or for meeting requirements imposed by 

or pursuant to law as a condition for receiving that Federal 

action. Persons other than officers or employees of a person 

requesting or receiving a covered Federal action include 

consultants and trade associations. 

[2] Any reasonable payment to a person, other than an officer or 

employee of a person requesting or receiving a covered 

Federal action or an extension, continuation, renewal, 

amendment or modification of a covered Federal action if the 

payment is for professional or technical services rendered 

directly in the preparation, submission or negotiation of any 

bid, proposal or application for that Federal action or for 

meeting requirements imposed by or pursuant to law as a 

condition for receiving that Federal action. Persons other than 

officers or employees of a person requesting or receiving a 

covered Federal action include consultants and trade 

associations. 

(ii) For purposes of subdivision C.(3)(b)(i) of this provision, "professional 

and technical services" shall be limited to advice and analysis directly 

applying any professional or technical discipline. For example, 

drafting of a legal document accompanying a bid or proposal by a 

lawyer is allowable. Similarly, technical advice provided by an 

engineer on the performance or operational capability of a piece of 

equipment rendered directly in the negotiation of a contract is 

allowable. However, communications with the intent to influence 

made by a professional (such as a licensed lawyer) or technical person 

(such as a licensed accountant) are not allowable under this section 

unless they provide advice and analysis directly applying their 

professional or technical expertise and unless the advice or analysis is 

rendered directly and solely in the preparation, submission or 

negotiation of a covered Federal action. Thus, for example, 

communications with the intent to influence made by a lawyer that do 

not provide legal advice or analysis directly and solely related to the 

legal aspects of his or her client's proposal, but generally advocate one 

proposal over another, are not allowable under this provision because 

the lawyer is not providing professional legal services. Similarly, 

communications with the intent to influence made by an engineer 

providing an engineering analysis prior to the preparation or 

submission of a bid or proposal are not allowable under this section 

since the engineer is providing technical services but not directly in the 

preparation, submission or negotiation of a covered Federal action. 

(iii) Requirements imposed by or pursuant to law as a condition for 

receiving a covered Federal award include those required by law or 

regulation and any other requirements in the actual award documents. 

(iv) Only those services expressly authorized by subdivision C.(3)(b)(i)[1] 

and [2] of this provision are permitted under this provision. 

(v) The reporting requirements shall not 
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apply with respect to payments of reasonable compensation made to 

regularly employed officers or employees of a person. 

D. Disclosure. 

(1) The contractor who requests or receives from an agency a Federal contract shall file with 

that agency a disclosure form, OMB standard form LLL, Disclosure of Lobbying 

Activities, if such person has made or has agreed to make any payment using 

nonappropriated funds (to include profits from any covered Federal action), which would 

be prohibited under subparagraph C.(1) of this provision, if paid for with appropriated 

funds. 

2) The contractor shall file a disclosure form at the end of each calendar quarter in which 

there occurs any event that materially affects the accuracy of the information contained in 

any disclosure form previously filed by such person under subparagraph D.(1) of this 

provision. An event that materially affects the accuracy of the information reported 

includes-- 

(a) A cumulative increase of $25,000 or more in the amount paid or expected to be 

paid for influencing or attempting to influence a covered Federal action; or 

(b) A change in the person(s) or individual(s) influencing or attempting to influence 

a covered Federal action; or 

(c) A change in the officer(s), employee(s), or Member(s) contacted to influence or 

attempt to influence a covered Federal action. 

(3) The contractor shall require the submittal of a certification and, if required, a disclosure 

form by any person who requests or received any subcontract exceeding $100,000 under 

the Federal contract. 

(4) All subcontractor disclosure forms (but not certifications) shall be forwarded from tier to 

tier until received by the prime Contractor. The prime Contractor shall submit all 

disclosures to the Contracting Officer at the end of the calendar quarter in which the 

disclosure form is submitted by the subcontractor. Each subcontractor certification shall 

be retained in the subcontract file of the awarding contractor. 

E. Prerequisite to Contracting. Submission of the certification, and disclosure if any, contained in 

FDIC Form 3700/04, "Certification and Disclosure Regarding Payments to Influence Certain 

Federal Transactions", is a prerequisite to entering into or making this Contract, pursuant to 

section 1352, title 31, United States Code. 

F. Agreement. Contractor agrees not to make any payment prohibited by this provision. 

G. Penalties. 

(1) Any person who makes an expenditure prohibited under paragraph C of this provision or 

who fails to file or amend the disclosure form to be filed or amended by paragraph E of 

this provision shall be subject to civil penalties as provided for by 31 U.S.C. 1352. An 

imposition of a civil penalty does not prevent the FDIC from seeking any other remedy 

that may be applicable. 

(2) Contractors may rely without liability on the representation made by their subcontractors 

in the certification and in the disclosure form. 
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H. Cost Allowability. Nothing in this provision makes allowable or reasonable any costs which 

would otherwise be unallowable or unreasonable. Conversely, costs made specifically 

unallowable by the requirement in this provision will not be made allowable under any other 

provision. 

3. Covenant Against Contingent Fees

Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract 

upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide 

employees or bona fide established commercial or selling agencies maintained by Contractor for the purpose of 

securing business. For breach or violation of this warranty, the FDIC shall have the right to annul this Contract 

without liability or, in its discretion, to deduct from the contract price or consideration the full amount of such 

commission, percentage, brokerage, or contingent fee. 

4. Anti-Kickback Procedures

A. Definitions. As used in this provision, 

(1) "Kickback" means any money, fee, commission, credit, gift, gratuity, thing of value or 

compensation of any kind which is provided, directly or indirectly, to any prime 

Contractor, prime Contractor employee, subcontractor or subcontractor employee for the 

purpose of improperly obtaining or rewarding favorable treatment in connection with a 

prime contract or in connection with a subcontract relating to a prime contract. 

(2) "Person" means a corporation, partnership, business association of any kind, trust, jointstock company or individual. 

(3) "Prime contract" means a contract or contractual action entered into by the FDIC for the 

purpose of obtaining supplies, materials, equipment or services of any kind. 

(4) "Prime Contractor" means a person who has entered into a prime contract with the FDIC. 

(5) "Prime Contractor employee" means any officer, partner, employee or agent of a prime 

Contractor. 

(6) "Subcontract" means a contract or contractual action entered into by a prime Contractor 

or subcontractor for the purpose of obtaining supplies, materials, equipment or services of 

any kind under a prime contract. 

(7) "Subcontractor" (a) means any person, other than the prime Contractor, who offers to 

furnish or furnishes any supplies, materials, equipment or services of any kind under a 

prime contract or a subcontract entered into in connection with such prime contract, and 

(b) includes any person who offers to furnish or furnishes general supplies to the prime 

Contractor or a higher tier subcontractor. 

(8) "Subcontractor employee" means any officer, partner, employee or agent of a 

subcontractor. 

B. The Anti-Kickback Act of 1986 (41 U.S.C 51-58) (the 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; 
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(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. (1) Contractor shall have in place and follow reasonable procedures designed to 

prevent and detect possible violations described in paragraph B of this provision in its 

own operations and direct business relationships. 

(2) When Contractor has reasonable grounds to believe that a violation described in 

paragraph B of this provision may have occurred, Contractor shall promptly report in 

writing the possible violation. Such reports shall be made to the Inspector General of the 

FDIC or to the Department of Justice. 

(3) Contractor shall cooperate fully with any Federal agency investigating a possible 

violation described in paragraph B of this provision. 

(4) The Contracting Officer may (a) offset the amount of the kickback against any monies 

owed by the FDIC under the prime contract and/or (b) direct that the prime Contractor 

withhold from the sums owed a subcontractor under the prime contract the amount of the 

kickback. The Contracting Officer may order that monies withheld under subdivision 

C.(4)(b) of this provision be paid over to the FDIC unless the FDIC has already offset 

those monies under subdivision C.(4)(a) of this provision. In either case, the prime 

Contractor shall notify the Contracting Officer when the monies are withheld. 

(5) Contractor agrees to incorporate the substance of this provision, including this 

subparagraph C.(5) but excepting subparagraph C.(1), in all subcontracts under this 

Contract. 

D. Subparagraphs C.(1) and (3) of this provision do not apply to a prime contract that is not greater 

than $100,000 or to a prime contract for the acquisition of commercial items (as defined in 41 

U.S.C. 403(12)). 

E. Notwithstanding paragraph D above, the prime Contractor agrees to cooperate fully with any 

Federal Government agency investigating a violation described in paragraph B of this provision. 

5. Certification Regarding a Drug-Free Workplace

A. Applicability. This provision is applicable if Contractor is an individual or, if other than an 

individual, to contracts exceeding $100,000. 

B. Definitions. As used in this provision, 

(1) "Controlled substance" means a controlled substance in schedules I through V of Section 

202 of the Controlled Substances Act (21 U.S.C. 812) and as further defined in regulation 

at 21 C.F.R. 1308.11-1308.15. 

(2) "Conviction" means a finding of guilt (including a plea of nolo contendere) or imposition 

of sentence, or both, by any judicial body charged with the responsibility to determine 

violations of the Federal or State criminal drug statutes. 

(3) "Criminal drug statute" means a Federal or non-Federal criminal statute involving the 

manufacture, distribution, dispensing, possession or use of any controlled substance. 

(4) "Drug-free workplace" means a site for the 
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performance of work done by Contractor in connection with a specific contract at which 

employees of Contractor are prohibited from engaging in the unlawful manufacture, 

distribution, dispensing, possession or use of a controlled substance. 

(5) "Employee" means an employee of a contractor directly engaged in performance of work 

under an FDIC contract. 

(6) "Individual" means an offeror or a contractor that has no more than one employee including the offeror or contractor. 

C. Contractor, if other than an individual and the amount of this Contract exceeds $100,000, shall-- 

(1) Publish a statement notifying its employees that the unlawful manufacture, distribution, 

dispensing, possession or use of a controlled substance is prohibited in Contractor's 

workplace and specifying the actions that will be taken against employees for violations 

of such prohibition; 

(2) Establish a drug-free awareness program to inform such employees about-- 

(a) The dangers of drug abuse in the workplace; 

(b) Contractor's policy of maintaining a drug-free workplace; 

(c) Any available drug counseling, rehabilitation and employee assistance 

programs; and 

(d) The penalties that may be imposed upon employees for drug abuse violations 

occurring in the workplace; 

(3) Provide all employees engaged in performance of the Contract with a copy of the 

statement required by subparagraph C.(1) of this provision; 

(4) Notify such employees in writing in the statement required by subparagraph C.(1) of this 

provision that, as a condition of continued employment on the Contract resulting from 

this solicitation, the employee will-- 

(a) Abide by the terms of the statement; and 

(b) Notify the employer in writing of any criminal drug statute conviction for a 

violation occurring in the workplace no later than five (5) calendar days after 

such conviction; 

(5) Notify the Contracting Officer within ten (10) calendar days after receiving notice under 

subdivision C.(4)(b) of this provision from an employee or otherwise receiving actual 

notice of such conviction; and 

(6) Within thirty (30) calendar days after receiving notice under subdivision C.(4)(b) of this 

provision of a conviction, take one of the following actions with respect to any employee 

who is convicted of a drug abuse violation occurring in the workplace: 

(a) Take appropriate personnel action against such employee, up to and including 

termination; or, 

(b) Require such employee to satisfactorily participate in a drug abuse assistance or 

rehabilitation program approved for such purposes by a Federal, State or local 
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health, law enforcement or other appropriate agency. 

(7) Make a good faith effort to maintain a drug-free workplace through implementation of 

subparagraphs C.(1) through (6) of this provision. 

D. Contractor, if an individual, certifies and agrees by award of the Contract or acceptance of a 

purchase order of any dollar value, not to engage in the unlawful manufacture, distribution, 

dispensing, possession or use of a controlled substance in the performance of this Contract. 

E. In addition to other remedies available to the FDIC, Contractor's failure to comply with the 

requirements of paragraphs C or D of this provision may render Contractor subject to suspension 

of Contract payments, termination of the Contract for default, and suspension or debarment. 

6. Equal Opportunity

A. It is the policy of the FDIC that a contractor not discriminate in its employment practices, and, 

therefore, if, during any 12-month period (including the 12 months preceding the award of this 

Contract), Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that 

have an aggregate value in excess of $10,000, Contractor shall comply with subparagraphs B.(1) 

through (10) below. Upon request, Contractor shall provide the information necessary to 

determine the applicability of this provision. 

B. Contractor agrees that during the performance of this Contract: 

(1) Contractor shall not discriminate against any employee or applicant for employment 

because of race, color, religion, sex or national origin. 

(2) 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: (a) 

employment, (b) upgrading, (c) demotion, (d) transfer, (e) recruitment or recruitment 

advertising, (f) layoff or termination, (g) rates of pay or other forms of compensation, and 

(h) selection for training, including apprenticeship. 

(3) Contractor shall post in conspicuous places, available to employees and applicants for 

employment, notices to be provided by the Contracting Officer that explain this 

provision. 

(4) Contractor shall, in all solicitations and advertisements for employees placed by or on 

behalf of Contractor, state that all qualified applicants shall receive consideration for 

employment without regard to race, color, religion, sex or national origin. 

(5) Contractor shall send, to each labor union or representative of workers with which it 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 Contractor's commitments under this provision, and shall post copies of the notice in 

conspicuous places available to employees and applicants for employment. 

(6) Contractor shall comply with Executive Order 11246, as amended, and the rules, 

regulations and relevant orders of the Secretary of Labor. 

(7) Contractor shall furnish all information and reports required by Executive Order 11246, 

as amended, and by the rules, regulations and orders of the Secretary of Labor. 

(8) Contractor shall permit access to its books, records, and 
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accounts by the FDIC or the Office of Federal Contract Compliance Programs for the 

purposes of investigation to ascertain compliance with applicable rules, regulations and 

orders. 

(9) In the event of Contractor's noncompliance with this provision, or with any of the said 

rules, regulations or orders, this Contract may be canceled, terminated or suspended in 

whole or in part. 

(10) Contractor shall include the terms and conditions of this provision in each subcontract 

awarded for work under this Contract. 

7. Section 508 Compliance

Section 508 of the Rehabilitation Act (29 U.S.C. 794d) requires that any contractor supplying Electronic 

and Information Technology (EIT) or related products to FDIC shall ensure that all such products allow all 

Federal employees with disabilities to have access to and use of all such EIT information and data that is 

comparable to the access and use by Federal employees who are not individuals with disabilities, unless it 

is determined by FDIC that such access is an undue burden. Similarly, any such contractor shall ensure 

that members of the public with disabilities seeking information or services from the FDIC have access to 

and use of all such EIT information and data that is comparable to persons who are not individuals with 

disabilities. 
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8. Method of Payment - EFT

 

A. Mandatory Submission of Contractor's EFT Information 

 

(1) Contractor is required, as a condition to any payment under this Contract, to provide the 

FDIC with the information required to make payment by EFT as described in this section, 

unless the FDIC Payment Office as identified at 4.2.3 of this Contract, determines that 

submission of the information is not required. However, in the event Contractor certifies 

in writing to the Payment Office that Contractor does not have an account with a 

financial institution or an authorized payment agent, payment shall be made by other than 

EFT. 

(2) If Contractor provides EFT information applicable to multiple contracts, Contractor shall 

specifically state the applicability of this EFT information in terms acceptable to the 

Payment Office. 

B. Contractor’s EFT Information 

Prior to the submission of the first request for payment under this Contract, Contractor shall 

provide the information required to make Contract payment by EFT, as described in this section, 

directly to the FDIC Payment Office named in this Contract. In the event that the EFT 

information changes, Contractor shall be responsible for providing the changed information to the 

designated Payment Office(s). 

C. Required EFT Information 

The FDIC may make payment by EFT through either an Automated Clearing House (ACH) 

subject to the banking laws of the United States or the Federal Reserve Wire Transfer System at 

the FDIC's option. Contractor shall provide the information required on the Vendor Information 

for Automatic Deposit of Payment Form, and the Substitute Form W-9, which may be obtained 

from the FDIC Contracting Officer. Contractor may supply this data for this or multiple contracts. 

D. Suspension of Payment 

 

(1) Notwithstanding any other provisions of this Contract, the FDIC is not required to make 

any payment under this Contract until after receipt, by the designated payment office, of 

the correct EFT payment information from Contractor or a certificate submitted in 

accordance with 4.3.1 of this section. Until receipt of the correct EFT information, any 

invoice shall be deemed not to be a proper invoice as defined in the Prompt Payment Act 

Procedures of the FDIC General Provisions. 

 (2) If the EFT information changes after submission of correct EFT 

information, the FDIC shall begin using the changed EFT information no later than the 

30th day after its receipt to the extent payment is made by EFT. However, Contractor 

may request that no further payments be made until the changed EFT information is 

implemented by the payment office. If such suspension would result in a late payment 

under the Prompt Payment Act Procedures of the FDIC General Provisions, Contractor's 

request for suspension shall extend the due date for payment by the number of days of the 

suspension. 
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E. Contractor EFT Arrangements 

Contractor shall designate a single financial agent capable of receiving and processing the 

electronic funds transfer using the EFT methods described in this section. Contractor shall pay all 

fees and charges for receipt and processing of transfers. 

F. Liability for Uncompleted or Erroneous Transfers 

 (1) If an uncompleted or erroneous transfer occurs because the FDIC failed to use 

Contractorprovided EFT information in the correct manner, the FDIC remains responsible for (1) 

making a correct payment, (2) paying any prompt payment penalty due, and (3) 

recovering any erroneously directed funds. 

(2) If an uncompleted or erroneous transfer occurs because Contractor-provided EFT 

information was incorrect at the time FDIC releases the EFT payment transaction 

instruction and (1) If the funds are no longer under the control of the payment office, the 

FDIC is deemed to have made payment and Contractor is responsible for recovery of any 

erroneously directed funds; or (2) If the funds remain under the control of the payment 

office, the FDIC retains the right to either make payment by mail or suspend the payment 

in accordance with this section. 

G. EFT and Prompt Payment 

 

(1) A payment shall be deemed to have been made in a timely manner in accordance with the 

Prompt Payment Act Procedures of the FDIC General Provisions if, in the EFT payment 

transaction instruction, the date specified for settlement of the payment is on or before the 

prompt payment due date, provided the specified payment date is a valid date under the 

rules of the Federal Reserve System. 

(2) When payment cannot be made by EFT because of incorrect EFT information provided 

by Contractor, no interest penalty is due after the date of the uncompleted or erroneous 

payment transaction, provided that notice of the defective EFT information is issued to 

Contractor within seven (7) days after the FDIC is notified of the defective EFT 

information. 

H. EFT and Assignment of Claims 

If Contractor assigns the proceeds of this Contract as provided for in Assignment of Claims of the 

FDIC General Provisions, the assignee shall provide the assignee's EFT information required by 

this section. In all respects, the requirements of this section shall apply to the assignee as if it were 

Contractor. EFT information that shows the ultimate recipient of the transfer to be other than 

Contractor, in the absence of a proper assignment of claims acceptable to the FDIC, is incorrect 

EFT information within the meaning of this section. 

I. Payment Office Discretion 

If Contractor does not wish to receive payment by EFT methods for one or more payments, 

Contractor may submit a request to the designated payment office to refrain from requiring EFT 

information or using the EFT payment method. The decision to grant the request rests solely with 

the FDIC. 
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J. Change of EFT Information by Financial Agent 

Contractor agrees that Contractor's financial agent may notify the FDIC of a change to the routing 

transit number, Contractor account number, or account type. The FDIC shall use the changed data 

in accordance with this section. Contractor agrees that the information provided by the agent is 

deemed to be correct information as if it were provided by Contractor. Contractor agrees that the 

agent's notice of changed EFT data is deemed to be a request by Contractor in accordance with 

this section that no further payments be made until the changed EFT information is implemented 

by the payment office. 

9. Affirmative Action for Handicapped Workers

A. General. 

(1) Contractor shall not discriminate against any employee or applicant for employment 

because of physical or mental handicap in regard to any position for which the employee 

or applicant for employment is qualified. Contractor agrees to take affirmative action to 

employ, advance in employment, and otherwise treat qualified handicapped individuals 

without discrimination based upon their physical or mental handicap in all employment 

practices such as the following: Employment, upgrading, demotion or transfer, 

recruitment, advertising, layoff or termination, rates of pay or other forms of 

compensation, and selection for training, including apprenticeship. 

(2) Contractor agrees to comply with the rules, regulations and relevant orders of the 

Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29 U.S.C. 

793) (the Act), as amended. 

B. Postings. 

(1) Contractor agrees to post in conspicuous places, available to employees and applicants 

for employment, notices in a form to be provided by or through the Contracting Officer. 

Such notices shall state Contractor's obligation under the law to take affirmative action to 

employ and advance in employment qualified handicapped employees and applicants for 

employment and the rights of applicants and employees. 

(2) Contractor shall notify each labor union or representative of workers with which it has a 

collective bargaining agreement or other contract understanding, that Contractor is bound 

by the terms of section 503 of the Act and is committed to take affirmative action to 

employ, and advance in employment, qualified physically and mentally handicapped 

individuals. 

C. Noncompliance. In the event of Contractor's noncompliance with the requirements of this 

provision, actions for noncompliance may be taken in accordance with the rules, regulations and 

relevant orders of the Secretary issued pursuant to the Act. 

D. Subcontracts. Contractor shall include the terms of this provision in every subcontract or purchase 

order in excess of $2,500 unless exempted by rules, regulations, or orders of the Secretary issued 

pursuant to section 503 of the Act, so that such provisions shall be binding upon each 

subcontractor or vendor. Contractor shall take such action with respect to any subcontract or 

purchase order as the Director of the Office of Federal Contract Compliance Programs may direct 

to enforce such provisions, including action for noncompliance. 

10. Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era
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A. Definitions. As used in this provision, 

(1) "Appropriate office of the State employment service system" 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, the Virgin Islands, American Samoa, and the Trust Territory of the Pacific 

Islands. 

 (2) "Openings that Contractor proposes to fill from within its own organization" means 

employment openings for which no one outside Contractor's organization (including any 

affiliates, subsidiaries and the parent companies) shall be considered and includes any 

openings that Contractor proposes to fill from regularly established "recall" lists. 

(3) "Openings that Contractor proposes to fill under a customary and traditional 

employer-union hiring arrangement" means employment openings that Contractor 

proposes to fill from union halls, which is part of the customary and traditional hiring 

relationship which exists between Contractor and representatives of its employees. 

(4) "Suitable employment openings" includes, but is not limited to, openings that occur in the 

following job categories: Production and non-production; plant and office; laborers and 

mechanics; supervisory and non-supervisory; technical; and executive, administrative, 

and professional openings compensated on a salary basis of less than $25,000 per year; 

This term includes full-time employment, temporary employment of over three (3) days, 

and part-time employment. It does not include openings that Contractor proposes to fill 

from within its own organization or pursuant to a customary and traditional 

employer-union hiring arrangement, or openings in an educational institution that are 

restricted to students of that institution. Under the most compelling circumstances, an 

employment opening may not be suitable for listing, including such situations where the 

needs of the FDIC cannot be otherwise supplied, where listing would be contrary to 

national security, or where the requirement of listing would otherwise not be for the best 

interest of the FDIC. 

B. General. 

(1) Contractor shall not discriminate against any employee or applicant for employment 

because he or she is a disabled veteran or veteran of the Vietnam era in regard to any 

position for which the employee or applicant for employment is qualified. Contractor 

agrees to take affirmative action to employ, advance in employment, and otherwise treat 

qualified disabled veterans and veterans of the Vietnam era without discrimination based 

upon their disability or veterans status in all employment practices, such as the following: 

Employment upgrading, demotion or transfer, recruitment, advertising, layoff or 

termination, rates of pay or other forms of compensation, and selection for training, 

including apprenticeship. 

(2) 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. 

C. Listing Openings. 

(1) Contractor agrees that all suitable employment openings of Contractor which exist at the 

time of the execution of this Contract and those which occur during the performance of 

this Contract, including those not generated by this Contract and including those 

occurring at an establishment of Contractor other than the one wherein the Contract is 

being performed, but excluding those of independently operated corporate 
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affiliates, shall be listed at an appropriate local office of the State employment service 

system wherein the opening occurs. Contractor further agrees to provide such reports to 

such local office regarding employment openings and hires as may be required. 

(2) The reports required by subparagraph C.(1) above shall include, but not be limited to, 

periodic reports which shall be filed at least quarterly with the appropriate local office or, 

where Contractor has more than one hiring location in a State, with the central office of 

that State employment service. Such reports shall indicate for each hiring location: (a) 

the number of individuals hired during the reporting period, (b) the number of nondisabled veterans of the Vietnam era hired, (c) the number of disabled veterans of the 

Vietnam era hired, and (d) the total number of disabled veterans hired. The reports 

should include covered veterans hired for on-the-job training under 38 U.S.C. 3687. 

Contractor shall submit a report within thirty (30) days after the end of each reporting 

period wherein any performance is made on this Contract identifying data for each hiring 

location. Contractor shall maintain at each hiring location copies of the reports submitted 

until the expiration of one year after final payment under the Contract, during which time 

these reports and related documentation shall be made available, upon request, for 

examination by any authorized representative of the Contracting Officer or of the 

Secretary of Labor. Documentation would include personnel records respecting job 

openings, recruitment and placement. 

(3) The listing of employment openings with the employment service system pursuant to this 

provision shall be made at least concurrently with the use of any other recruitment source 

or effort and shall involve the normal obligations which attach to the placing of a bona 

fide job order, including the acceptance of referrals of veterans and non-veterans. The 

listing of employment openings does not require the hiring of any particular job applicant 

or from any particular group of job applicants. 

(4) Whenever Contractor becomes contractually bound to the listing terms of this provision, 

it shall advise the 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 Contractor is 

contractually bound to these terms and has so advised the State system, there is no need 

to advise the State system of subsequent contracts. Contractor may advise the State 

system when it is no longer bound by this Contract provision. 

(5) Under the most compelling circumstances, an employment opening may not be suitable 

for listing, including situations when (a) the FDIC's needs cannot reasonably be supplied, 

(b) listing would be contrary to national security or (c) the requirement of listing would 

not be in the FDIC's interest. 

D. Applicability. 

(1) This provision does not apply to the listing of employment openings which occur and are 

filled outside of the 50 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 of this provision do not apply to openings that 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 employerunion arrangement for that opening. 
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E. Postings. 

(1) Contractor agrees to post in conspicuous places, available to employees and applicants 

for employment, notices in a form to be provided by or through the Contracting Officer 

stating (a) Contractor's obligation under the law to take affirmative action to employ and 

advance in employment qualified disabled veterans and veterans of the Vietnam era, and 

(b) the rights of applicants and employees. 

(2) Contractor shall notify each labor union or representative of workers with which it has a 

collective bargaining agreement or other contract understanding that Contractor is bound 

by the terms of the Act, and is committed to take affirmative action to employ and 

advance in employment qualified disabled veterans and veterans of the Vietnam era. 

F. Noncompliance. If the event of Contractor's noncompliance with the requirements of this 

provision, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant 

orders of the Secretary issued pursuant to the Act. 

G. Subcontracts. Contractor shall include the terms of this provision in every subcontract or 

purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary issued 

pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. Contractor 

shall take such action with respect to any subcontract or purchase order as the Director may direct to 

enforce such provisions, including action for noncompliance. 

11. Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era

A. Contractor shall report at least annually, as required by the Secretary of Labor, on: 

(1) The number of special disabled veterans and the number of veterans of the Vietnam era 

in the workforce of Contractor by job category and hiring location; and 

(2) The total number of new employees hired during the period covered by the report and, of 

that total, the number of special disabled veterans and the number of veterans of the 

Vietnam era. 

B. The above items shall be reported by completing the form entitled "Federal Contractor Veterans' 

Employment Report VETS-100." 

C. Reports shall be submitted no later than March 31 of each year beginning March 31, 1988. 

D. The employment activity report required by subparagraph A.(2) of this provision shall reflect total 

hires during the most recent 12-month period as of the ending date selected for the employment 

profile report required by subparagraph A(1) of this provision. Contractors may select an ending 

date: (1) as of the end of any pay period during the period January through March 1 of the year 

the report is due, or (2) as of December 31, if Contractor has previous written approval from the 

Equal Employment Opportunity Commission to do so for purposes of submitting the Employer 

Information Report EEO-1 (Standard Form 100). 

E. The count of veterans reported according to paragraph A of this provision shall be based on 

voluntary disclosure. Each contractor subject to the reporting requirements at 38 U.S.C. 4212(d) 

shall invite all special disabled veterans and veterans of the Vietnam era who wish to benefit under 

the affirmative action program at 38 U.S.C. 4212 to identify themselves to Contractor. The 

invitation shall state that the information is voluntarily provided, that the information shall be kept 

confidential, that disclosure or refusal to provide the information shall not subject the applicant or 

employee to any adverse treatment, and that the information shall be used only in 
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accordance with the regulations promulgated under 38 U.S.C. 4212. 

F. Subcontracts. Contractor shall include the terms of this provision in every subcontract or purchase 

order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary of 

Labor. 

12. Service Contract Act of 1965, as Amended

A. Applicability. This provision is applicable if a Wage Determination is attached to the solicitation 

and if the Contract will be entered into by the FDIC in its corporate capacity and not as 

conservator or receiver. 

B. Definitions. As used in this provision, 

(1) "Act" means the Service Contract Act of 1965, as amended (41 U.S.C. 351, et. seq.). 

(2) "Contractor" as used herein or in any subcontract shall be deemed to refer to the 

subcontractor, except in the term "FDIC prime Contractor." 

(3) "Service Employee" 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 CFR, as revised. It includes 

all such persons regardless of any contractual relationship that may be alleged to exist 

between a contractor and/or subcontractor and such persons. 

C. Compensation. 

(1) Each service employee employed in the performance of this Contract by Contractor or 

any subcontractor shall be paid not less than the minimum monetary wages and shall be 

furnished fringe benefits determined by the Secretary of Labor or authorized 

representative, as specified in any wage determination attached to this Contract. 

(2) (a) If a wage determination is attached to this Contract, 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 be paid the monetary wages and 

furnished the fringe benefits as are determined pursuant to the procedures in this 

paragraph. 

(b) This conforming procedure shall be initiated by Contractor prior to the 

performance of Contract work by such unlisted class of employee. A written 

report of the proposed conforming action, including information regarding the 

agreement or disagreement of the authorized representative of the employees 

involved or, where there is no authorized representative, the employees 

themselves, shall be submitted by Contractor to the Contracting Officer no later 

than thirty (30) days after such unlisted class of employees performs any Contract work. The Contracting Officer shall review the proposed action and 

promptly submit a report of the action, together with the agency's 

recommendation and all pertinent information and including the position of 

Contractor and the employees, to the Wage and Hour Division, Employment 

Standards Administration, U.S. Department of Labor, for review. The Wage 

and Hour Division will approve, modify, or disapprove the action or render a final 
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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. 

(c) The final determination of the conformance action by the Wage and Hour 

Division shall be transmitted to the Contracting Officer who shall promptly 

notify Contractor of the action taken. Each affected employee shall be 

furnished by Contractor with a written copy of such determination or it shall be 

posted as a part of the wage determination. 

(d) (i) The process of establishing wage and fringe benefit rates that 

bear a reasonable relationship to those listed in a wage determination 

cannot be reduced to any single formula. The approach used may vary 

from wage determination to wage determination depending on the 

circumstances. Standard wage and salary administration practices 

which rank various 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. 

(ii) In the case of a contract modification, an exercise of an option or 

extension of an existing contract, or in any other case where a 

contractor succeeds a contract under which the classification in 

question was previously conformed pursuant to this section, a new 

conformed wage rate and fringe benefits may be assigned to such 

conformed classification by indexing (i.e., adjusting) the previous 

conformed rate and fringe benefits where appropriate between the 

wages and fringe benefits specified for all wage determinations, and 

those specified for the corresponding classifications in the previously 

applicable wage determination. Where conforming actions are 

accomplished in accordance with this paragraph prior to the 

performance of the contract work by the unlisted class of employees, 

Contractor shall advise the Contacting Officer of the action taken, but 

the other procedures in subdivision C.(2)(b) of this provision need not 

be followed. 

(iii) No employee engaged in performing work on this Contract shall in any 

event be paid less than the currently applicable minimum wage 

specified under section 6(a)(1) of the Fair Labor Standards Act of 1938, 

as amended. 

(e) The wage rate and fringe benefits finally determined pursuant to subparagraph 

C.(2) of this provision 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 such 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. 

(f) Upon discovery of failure to comply with subparagraph C.(2)(a) through (e) of 

this provision, the Wage and Hour Division shall make a final determination of 
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conformed classification, wage rate and/or fringe benefits which shall be 

retroactive to the date such class of employees commenced 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. Contractor or the subcontractor may discharge the 

obligation to furnish fringe benefits specified in the attachment or determined under subparagraph 

C.(2)(b) of this provision by furnishing any equivalent combinations of bona fide fringe benefits, 

or by making equivalent or differential cash payments only in accordance with the applicable rules 

set forth in Subpart D of 29 CFR Part 4. 

 

E. Minimum Wage. In the absence of a minimum wage attachment for this Contract, neither 

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, as amended. Nothing in this 

provision shall relieve 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 collectively bargained wage rates and 

fringe benefits, neither 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 agreements, to which such employee would have been entitled if 

employed under the predecessor contract, including accrued wages and fringe benefits and any 

prospective increase 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 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. 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 
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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 work site. 

Failure to comply with this requirement is a violation of section 2(a)(4) of the Act and this 

Contract. 

H. Safe and Sanitary Working Conditions. Contractor or the 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 Contractor or the 

subcontractor which are unsanitary or hazardous or dangerous to the health or safety of the service 

employees. Contractor or the subcontractor shall comply with the safety and health standards 

applied under 29 CFR Part 1925. 

I. Records. 

(1) 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 of authorized representatives of the Wage and Hour 

Division, Employment Standards Administration, a record of the following: 

(a) For each employee subject to the Act: 

(i) Name and address and social security number; 

(ii) 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; 

(iii) Daily and weekly hours worked by each employee; and 

(iv) Any deductions, rebates, or refunds from the total daily or weekly 

compensation of each employee. 

(b) For those classes of service employees not included in the 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 provision. A copy of the report required by 

subdivision C.(2)(b) of this provision will fulfill this requirement. 

(c) Any list of the predecessor contractor's employees which had been furnished to 

Contractor as prescribed by paragraph N of this provision. 

(2) 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 of Contractor, shall take action to cause suspension 

of any further payment or advance of funds until such violation ceases. 

(4) Contractor shall permit authorized representatives of the Wage and Hour Division to 

conduct interviews with employees at the work site during normal working hours. 

J. Pay Periods. Contractor shall unconditionally pay to each 
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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 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 semi-monthly. 

K. Withholding of Payments and Termination of Contract. The Contracting Officer shall withhold or 

cause to be withheld from the FDIC prime Contractor under this or any other FDIC 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 Contractor or the 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 agency may, 

after authorization or by direction of the Department of Labor and written notification to 

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 these 

provisions relating to the Service Contract Act of 1965, as amended, may be grounds for 

termination of the right to proceed with the contract work. In such event, the FDIC may enter into 

other contracts or arrangements for completion of the work, charging Contractor in default with 

any additional cost. 

L. Subcontracts. Contractor agrees to insert this provision relating to the Service Contract Act of 

1965, as amended, 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 FDIC 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 FDIC 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 increase, 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 to the Contracting Officer a certified list of the names of 

all service employees on Contractor's or the 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. 

O. Rulings and Interpretations. Rulings and interpretations of the Act are contained in 29 CFR Part 

4. 

P. Contractor's Certification. 

(1) By entering into this Contract, Contractor (and officials thereof) certifies that neither it 

(nor he or she) nor any person or firm who has a substantial interest in Contractor's firm 

is a person or firm ineligible to be awarded Government contracts by virtue of the 

sanctions imposed pursuant to section 5 of the Act. 
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(2) No part of this Contract shall be subcontracted to any person or firm ineligible for award 

of a Government contract pursuant to 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. Variances, Tolerances and Exemptions Involving Employment. Notwithstanding any of the 

provisions in paragraphs B through O of this provision, 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 Public Law 

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. 

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 

Contractor as to his entire work force under the registered program. 

R. Tips. An employee engaged in an occupation in which he or she customarily and regularly 

receives more than $30 a month in tips may have the amount of 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 such credit may not exceed $1.34 per hour beginning January 1, 1981. To use this 

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(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. 

S. 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" provision of 

this Contract. Disputes within the meaning of this provision include disputes between Contractor 

(or any of its subcontractors) and the FDIC, the U.S. Department of Labor, or the employees or 

their representatives. 

13. Ozone-Depleting Substances (JUN 1996)

A. Definitions. Ozone-depleting substance, as used in this provision, means any substance 

designated as Class I by the Environmental Protection Agency (EPA) (40 CFR Part 82), including 

but not limited to chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or 

any substance designated as Class II by EPA (40 CFR Part 82), including but not limited to 

hydrochlorofluorocarbons. 

B. Contractor shall label products which contain or are manufactured with ozone-depleting 

substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d), and 40 

CFR Part 82, Subpart E, as follows: 

WARNING: Contains (or manufactured with, if applicable) ______*______, a 

substance(s) which harm(s) public health and environment by destroying ozone 

in the upper atmosphere. 

* Contractor shall insert the name of the substance(s). 
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14. Refrigeration Equipment and Air Conditioners (MAY 1995)

Contractor shall comply with the applicable requirements of Sections 608 and 609 of the Clean Air Act (42 U.S.C. 

7671g and 7671h) as each or both apply to this Contract. 

15. OIG Fraud Hotline

Contractor shall post notices in each facility having employees working on FDIC contracts, and shall distribute 

pamphlets to employees working on FDIC contracts, giving those employees notice of the FDIC Office of Inspector 

General Fraud Hotline. Upon request, the FDIC shall supply Contractor with the Hotline posters and pamphlets 

which Contractor shall promptly post and distribute. 

16. Examination of Records by Comptroller General

A. Right to Examine Records. The Comptroller General of the United States or a duly authorized 

representative from the General Accounting Office, during the term of this Contract and for a 

period of three (3) years after the expiration or termination of this Contract, shall have access to, 

and the right to examine and copy, any directly pertinent books, documents, papers, records or 

other recorded information, and to examine any property within Contractor's possession or control, 

involving transactions related to this Contract. 

B. Subcontracts. Contractor agrees to include in all subcontracts under this Contract a clause to the 

effect that the Comptroller General or a duly authorized representative from the General 

Accounting Office shall, until three (3) years after final payment under the subcontract, have 

access to, and the right to examine and copy, any pertinent books, documents, papers, records or 

other recorded information, and to examine any property within the subcontractor's possession or 

control, involving transactions related to the subcontract. 

C. Extension of Periods of Access and Examination. The periods of access and examination in 

paragraphs A and B above for records relating to (1) litigation or settlement of claims arising from 

the performance of this Contract, or (2) costs and expenses of this Contract to which the 

Comptroller General or a duly authorized representative from the General Accounting Office has 

taken exception, shall be extended, if applicable, and continue until such appeals, litigation, 

claims, or exceptions are disposed of. 

D. Notification of Receipt of Request to Examine Records. Contractor shall notify the FDIC in 

writing within five (5) business days of its receipt of a request from the Comptroller General or a 

representative from the General Accounting Office to examine or obtain copies of Contractor's 

records. 

17. Audit of Records

A. Applicability. This provision is applicable if the amount of this Contract exceeds $100,000. 

B. General. The Contracting Officer or any designated representatives of the Contracting Officer 

shall have the audit and inspection rights described in the applicable paragraphs C through G 

below. 

C. Examination of Costs. Contractor shall maintain, and the Contracting Officer or any designated 

representatives of the Contracting Officer shall have the right to examine and audit, books, 

records, documents, and other evidence and accounting procedures and practices, regardless of the 

form (e.g., machine readable media such as disk, tape, etc.) or type (e.g., data bases, applications 

software, data base management software, utilities, etc.) sufficient to reflect properly all costs 

claimed to have been incurred in performing this Contract. This right of 
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examination shall include inspection at all reasonable times of Contractor's facilities, or parts of 

them, engaged in performing the Contract. 

D. Reports. If Contractor is required to furnish cost, funding or performance reports, the Contracting 

Officer or any designated representatives of the Contracting Officer shall have the right to 

examine and audit books, records, other documents and supporting materials, for the purpose of 

evaluating (1) the effectiveness of Contractor's policies and procedures to produce data compatible 

with the objectives of these reports and (2) the data reported. 

E. Availability. Contractor shall make available at its office at all reasonable times the materials 

described in paragraphs C and D above for examination, audit or reproduction, until three (3) 

years after final payment under this Contract, or for any longer period required by statute or by 

other provisions of this Contract. Contractor shall also provide reasonable working space for such 

examination or audit. In addition-- 

(1) If this Contract is completely or partially terminated, the records relating to the work 

terminated shall be made available for three (3) years after any resulting final settlement; 

and 

(2) Records relating to appeals under the "Disputes" provision of this Contract, or to 

litigation or the settlement of claims arising under or relating to this Contract, shall be 

made available until such appeals, litigation or claims are disposed of. 

F. Contractor may transfer computer data in machine readable form from one reliable computer 

medium to another. Contractor's computer data retention and transfer procedures shall maintain 

the integrity, reliability and security of the original data. Contractor's choice of form or type of 

materials described in paragraphs C, D and E of this provision affects neither Contractor's 

obligations nor the FDIC's rights under this provision. 

G. Contractor shall insert a provision containing all the terms of this provision, including this 

paragraph G, in all subcontracts under this Contract exceeding $100,000, altering the provision 

only as necessary to identify properly the contracting parties and the Contracting Officer under the 

FDIC prime contract. 

18. Inspection of Goods or Services

A. All goods and services shall be subject to inspection and test by the FDIC, to the extent 

practicable, at all times and places during the term of the Contract. All inspections by the FDIC 

shall be made in such a manner as not to unduly delay the work. 

B. If any services performed or goods delivered hereunder are not in conformity with the requirements of this Contract, the FDIC shall have the right to require Contractor to reperform the 

services or redeliver the goods in conformity with the requirements of the Contract, at no 

additional increase in total Contract amount. When the services to be performed are of such a 

nature that the defect cannot be corrected by reperformance of the services, the FDIC shall have 

the right to (1) require Contractor immediately to take all necessary steps to ensure future 

performance of the services in conformity with the requirements of the Contract; and (2) reduce 

the contract price to reflect the reduced value of the services performed. In the event Contractor 

fails promptly to reperform the services or redeliver the goods, or to take necessary steps to ensure 

future performance of the services or delivery of the goods in conformity with the requirements of 

the Contract, the FDIC shall have the right to 

either (1) by contract or otherwise, have the services performed or the goods 
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delivered in conformity with the contract requirements and charge to Contractor any cost 

occasioned to the FDIC that is directly related to the performance of such services or the delivery 

of such goods; or (2) terminate this Contract for default as provided in the provision of this 

Contract entitled "Termination for Default." 

C. Contractor shall provide and maintain an inspection system acceptable to the FDIC covering the 

goods or services to be delivered or performed hereunder. Records of all inspection work by 

Contractor shall be kept complete and available to the FDIC during the term of this Contract and 

for such longer period as may be specified elsewhere in this Contract. 

19. Invoice Preparation and Submission

A. Definitions. As used in this provision, 

(1) "Due date" means the date on which payment should be made. 

(2) "Invoice" means Contractor's bill or written request for payment under the Contract for 

the goods delivered or the services performed. 

(3) "Proper invoice" means a bill or written request for payment which meets the minimum 

standards specified in paragraph B below, and any other items and conditions contained 

in this Contract for invoice submission. 

B. Contents of Invoice. An invoice shall be prepared and submitted to the FDIC office specified in 

the Contract. A proper invoice must include the items listed in subparagraphs B.(1) through (15) 

of this provision. If the invoice does not comply with these requirements, Contractor will be 

notified of the defect. 

(1) Contractor letterhead. 

(2) Name, address, and telephone number of Contractor. 

(3) Contractor Federal Tax Identification Number. 

(4) Invoice date. 

(5) Invoice number. 

(6) Contract number for services performed. 

(7) Release number, if applicable. 

(8) Total invoice amount. 

(9) Invoice description, quantity, unit of measure, unit price and extended price of goods 

delivered or services performed by Contractor. 

(10) Invoice description, quantity, unit of measure, unit price and extended price of goods 

delivered or services performed by Subcontractor. 

(11) Remittance address. 

(12) Contractor contact person, with name, title, telephone number, fax number, and mailing 

address. 

(13) Certification of Contractor's MWOB and/or SDB status. 

(14) Line Item Number(s) as identified in the Contract, identifying the description of goods or 

services, and invoiced amount for each Line Item Number. 

(15) Shipping and payment terms (e.g., shipment number, date of shipment, and prompt 

payment discount terms). Bill of lading number and weight of shipment will be shown 

for shipments on FDIC bills of lading. Shipping charges, if any, must be shown as a 

separate item on the invoice. 
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(16) For level of effort contracts (i.e., time and material or labor hour), certified copies of time 

sheets in support of direct labor charges for all Contractor employees, and if applicable, 

subcontractor employees. Any other information or documentation required by other 

provisions of the Contract 

NOTE: If the charges exceed the dollar-ceiling limit or the instructions above are not followed 

precisely, the invoice will be returned and processing of the invoice will be delayed until 

corrected.

C. Invoicing Travel Expenses. Contractor shall submit invoices for Travel Expenses, if reimbursable 

under the Contract, including subcontractor Travel Expenses, if any, with documentation, receipts and other 

proof of the expenses, as required by the FDIC Contractor Travel Reimbursement Guidelines. 

D. Invoicing Subcontractor Expenses. Subcontractor expenses and costs, if reimbursable under this 

Contract, shall be separately identified on all invoices. The invoice shall identify the subcontractor’s 

Minority and Women Owned Business status and include both the current invoice amount and the 

cumulative amount invoiced to date. The invoice must indicate the amount paid, shown as a percentage of 

the total paid, to the Minority or Woman Owned Business Entity. For all invoices containing 

subcontractor expenses and costs, a copy of applicable invoices shall be attached to Contractor's invoice. 

Contractor shall be responsible for payment of all subcontractor invoices. The FDIC shall have no 

responsibility under this Contract for the payment of any subcontractor invoices. 

20. Prompt Payment Act Procedures

A. Applicability. This provision is applicable to contracts entered into by the FDIC in its corporate 

capacity and not as conservator or receiver. 

B. Notwithstanding any other payment clause in this Contract, the FDIC will make invoice payments 

under the terms and conditions specified in this provision. Payment shall be considered as being 

made on the day a check is dated or an electronic funds transfer is made. All days referred to in 

this provision are calendar days, unless otherwise specified. 

(1) For purposes of this provision, "invoice payment" means an FDIC disbursement of 

monies to a contractor under a contract or other authorization for supplies or services 

accepted by the FDIC. This includes payments for partial deliveries that have been 

accepted by the FDIC and final cost or fee payments where amounts owed have been 

settled between the FDIC and Contractor. 

(2) The due date for making invoice payments by the designated payment office shall be the 

later of the following two events: 

(a) The 30th day after the designated billing office has received a proper invoice 

from Contractor. 

(b) The 30th day after FDIC acceptance of supplies delivered or services performed 

by Contractor. On a final invoice where the payment amount is subject to 

contract settlement actions, acceptance shall be deemed to have occurred on the 

effective date of the contract settlement. However, if the designated billing 

office fails to annotate the invoice with the actual date of receipt, the invoice 

payment due date shall be deemed to be the 30th day after the date Contractor's 

invoice is dated, provided a proper invoice is received and there is no 

disagreement over quantity, quality, or Contractor compliance with contract 

requirements. 

(c) If the Contract does not require submission of 
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an invoice for payment (e.g., periodic lease payments), the due date will be as 

specified in the Contract. 

(3) An invoice is Contractor's bill or written request for payment under the Contract for 

supplies delivered or services performed. An invoice shall be prepared and submitted to 

the designated billing officer specified in the Contract. A proper invoice must include the 

items listed in the clause entitled "Invoice Preparation and Submission" set out elsewhere 

in these General Provisions. If the invoice does not comply with these requirements, then 

Contractor will be notified of the defect within seven (7) calendar days after receipt of the 

invoice at the designated billing office. Untimely notification will be taken into account 

in the computation of any interest penalty owed Contractor in the manner described in 

subparagraph B.(6) of this provision. 

(4) An interest penalty shall be paid automatically by the FDIC, without request from 

Contractor, if payment is not made by the due date and the conditions listed in 

subparagraphs B.(4)(i) through B.(4)(iii) of this provision are met, if applicable. 

(i) A proper invoice was received by the designated billing office. 

(ii) A receiving report or other FDIC documentation authorizing payment was 

processed and there was no disagreement over quantity, quality, or Contractor 

compliance with any contract term or condition. 

(iii) In the case of a final invoice for any balance of funds due Contractor for 

supplies delivered or services performed, the amount was not subject to further 

contract settlement actions between the FDIC and Contractor. 

(5) The interest penalty shall be at the rate established by the Secretary of the Treasury under 

41 U.S.C. 611 that is in effect on the day after the due date, except where the interest 

penalty is prescribed by other government authority. This rate is referred to as the 

Renegotiation Board Interest Rate, and it is published in the Federal Register 

semiannually on or about January 1 and July 1. The interest penalty shall accrue daily on 

the invoice payment amount approved by the FDIC and be compounded in 30-day 

increments inclusive from the first day after the due date through the payment date, i.e., 

interest accrued at the end of any 30-day period will be added to the approved invoice 

payment amount and be subject to interest penalties if not paid in the succeeding 30-day 

period. If the designated billing office failed to notify Contractor of a defective invoice 

within the periods prescribed in subparagraph B.(3) of this provision, then the due date on 

the corrected invoice will be adjusted by subtracting the number of days taken beyond the 

prescribed notification of defects period. Any interest penalty owed Contractor will be 

based on this adjusted due date. Adjustments will be made by the designated payment 

office for errors in calculating interest penalties, if requested by Contractor. 

(i) For the sole purpose of computing an interest penalty that might be due 

Contractor, FDIC acceptance shall be deemed to have occurred constructively 

on the 7th day (unless otherwise specified in the Contract) after Contractor 

delivered the supplies or performed the services in accordance with the terms 

and conditions of the Contract, unless there is a disagreement over quantity, 

quality, or Contractor compliance with a contract provision. In the event that 

actual acceptance occurs within the constructive acceptance period, the 

determination of an interest penalty 

shall be based on the actual date of acceptance. The constructive acceptance 

requirement does not, however, compel FDIC officials to accept supplies or 
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services, perform contract administration functions, or make payment prior to 

fulfilling their responsibilities. 

(ii) The following periods of time will not be included in the determination of an 

interest penalty: 

[1] The period taken to notify Contractor of defects in invoices submitted 

to the FDIC, but this may not exceed seven (7) days. 

[2] The period between the defects notice and resubmission of the 

corrected invoice by Contractor. 

(iii) Interest penalties will not continue to accrue after the filing of a claim for such 

penalties under this Contract or for more than one (1) year. Interest penalties of 

less than $1.00 will not be paid. 

(iv) Interest penalties are not required on payment delays due to disagreement 

between the FDIC and Contractor over the payment amount or other issues 

involving contract compliance or on amounts temporarily withheld or retained in 

accordance with the terms of the Contract. 

(6) An interest penalty shall also be paid automatically by the designated payment office, 

without request from Contractor, if a discount for prompt payment is taken improperly. 

The interest penalty will be calculated as described in subparagraph B.(5) of this 

provision on the amount of discount taken for the period beginning with the first day after 

the end of the discount period through the date when Contractor is paid. 

(7) If this Contract was awarded on or after October 1, 1989, a penalty amount, calculated in 

accordance with regulations issued by the Office of Management and Budget (OMB), 

shall be paid in addition to the interest penalty amount if Contractor 

(i) Is owed an interest penalty; 

(ii) Is not paid the interest penalty within ten (10) days after the date the invoice 

amount is paid; and 

(iii) Makes a written demand, not later than forty (40) days after the date the invoice 

amount is paid, that the FDIC pay such a penalty. 

21. Changes

A. The Contracting Officer may, at any time, by written change order, and without notice to the 

sureties, if any, make changes within the general scope of this Contract in any one or more of the 

following: 

(1) Description of services to be performed. 

(2) Time of performance (i.e., hours of the day, days of the week, etc.). 

(3) Place of performance of services. 

(4) Drawings, designs or specifications when the supplies to be furnished are to be specially 

manufactured for the FDIC in accordance with the drawings, designs or specifications. 

(5) Method of shipment or packing of supplies. 
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(6) Place of delivery. 

B. If any such change causes an increase or decrease in the cost of, or the time required for, 

performance of any part of the work under this Contract, whether or not changed by the order, the 

Contracting Officer shall make an adjustment in the contract price, the delivery schedule, or both, 

and shall modify the Contract. 

C. Contractor must assert its right to an adjustment under this clause within thirty (30) days from the 

date of receipt of the written order. However, if the Contracting Officer decides that the facts 

justify it, the Contracting Officer may receive and act upon a proposal submitted before final 

payment of the Contract. 

D. If Contractor's proposal includes the cost of property made obsolete or excess by the change, the 

Contracting Officer shall have the right to prescribe the manner of the disposition of the property. 

E. Failure to agree to any adjustment shall be a dispute under the "Disputes" provision of this 

Contract. However, nothing in this clause shall excuse Contractor from proceeding with the 

Contract as changed. 

22. Disclosure and Handling of Confidential Information

A. Definition of Confidential Information. For purposes of this Contract, all information that the 

FDIC provides or causes to be provided to Contractor in connection with its duties under this 

Contract shall be deemed to be confidential information ("Confidential Information") until the 

FDIC specifically authorizes Contractor in writing to treat any such information as public. 

Confidential Information shall also include (1) any specifications, know-how, strategies or 

technical data, processes, business documents or information, marketing research and other data, 

customer or client lists, or sources of information which are owned, used or possessed exclusively 

by or for the benefit of the FDIC; (b) work product; and (c) all Confidential Information or 

materials obtained by Contractor from a third party in connection with performance under this 

Contract, until the FDIC specifically authorizes Contractor in writing to treat any such information 

under (a), (b) or (c) above as public. 

B. Duty to Maintain Confidential Information. Except as required by any law, court order, subpoena, 

or by the FDIC, or as required to perform Contractor's duties under this Contract, neither 

Contractor nor its related entities shall disclose Confidential Information to anyone, nor shall they 

use or allow the use of any Confidential Information to further any private interest other than as 

contemplated by this Contract. Contractor immediately shall notify the FDIC in writing of any 

subpoena or court order requiring disclosure of Confidential Information. 

23. Definition of and Rights in Work Product

Work Product shall mean any and all tangible or intangible products, reports, information recorded by whatever 

medium, documents, written materials, documentation, and any and all other Work Product, and any portion of any 

of the foregoing, prepared, generated, delivered or created by Contractor in connection with Contractor's 

performance 
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under this Contract. All Work Product shall be the sole property of the FDIC. Contractor hereby assigns all its 

rights, title and interest in any and all Work Product, and all drafts thereof, including all worldwide copyright 

ownership rights in such Work Product, to the FDIC. The FDIC has the right to legible and complete copies of any 

and all such work papers upon the FDIC's request (including original work papers). The FDIC shall be the sole 

decider of legibility and completeness. 

24. Advertising and Publicity

The Contractor shall not issue or sponsor any advertising or publicity to anyone outside the Contractor’s 

organization that states or implies, either directly or indirectly, that the FDIC endorses, recommends or prefers the 

Contractor’s services. Contractor shall not use the FDIC’s logo or FDIC material in any fashion without the FDIC’s 

Office of Public Affairs prior written approval. The Contractor agrees to include this provision in all their 

subcontracts under this contract. However, photography by a Contractor for the purpose of recording stages of 

completion, or verification of quality, is allowed. 

The Contractor shall submit all requests for approval to the Office of Public Affairs, 550 17th St., NW, Washington, 

DC 20429 with a copy to the Contracting Officer at least 45 days prior to release. The Contractor will be notified in 

writing by the Contracting Officer regarding the decision by the Office of Public Affairs to issue or advertise 

publicity statements, or to utilize photos, logos or other FDIC material in a public forum. 

25. FDIC Property

A. Applicability. This provision is applicable when FDIC property is furnished to Contractor 

pursuant to this Contract and if the Contract will be entered into by the FDIC in its corporate 

capacity and not as conservator or receiver. 

B. FDIC-Furnished Property. 

(1) The FDIC shall deliver to Contractor, for use in connection with and under the terms of 

this Contract, the FDIC-furnished property described in the Statement of Work together 

with any related data and information that Contractor may request and is reasonably 

required for the intended use of the property (hereinafter referred to as FDIC-furnished 

property). 

(2) The delivery or performance dates for this Contract are based upon the expectation that 

FDIC-furnished property suitable for use (except for property furnished as-is) will be 

delivered to Contractor at the times stated in the Statement of Work, or, if not so stated, 

in sufficient time to enable Contractor to meet the Contract's delivery or performance 

dates. 

(3) If FDIC-furnished property is received by Contractor in a condition not suitable for the 

intended use, Contractor shall, upon receipt of it, notify the Contracting Officer, detailing 

the facts, and, as directed by the Contracting Officer and at FDIC expense, either repair, 

modify, return, or otherwise dispose of the property. After completing the directed action 

and upon written request of Contractor, the Contracting Officer shall make an adjustment 

as provided in paragraph I of this clause. 

(4) If FDIC-furnished property is not delivered to Contractor by the required time, the 

Contracting Officer shall, upon Contractor's timely written request, make a determination 

of the delay, if any, caused Contractor and shall make an adjustment in accordance with 

paragraph I of this clause. 

(5) The Contracting Officer may delegate certain non-contracting responsibilities under this 

clause to the FDIC Oversight Manager. 
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C. Changes in FDIC-Furnished Property. 

(1) The Contracting Officer may, by written notice, (a) decrease the FDIC-furnished property 

provided or to be provided under this Contract, or (b) substitute other FDIC-furnished 

property for the property to be provided by the FDIC, or to be acquired by Contractor for 

the FDIC, under this Contract. Contractor shall promptly take such action as the 

Contracting Officer may direct regarding the removal, shipment, or disposal of the 

property covered by such notice. 

(2) Upon Contractor's written request, the Contracting Officer shall make an adjustment to 

the Contract in accordance with paragraph I of this clause, if the FDIC has agreed in the 

Statement of Work to make the property available for performing this Contract and there 

is any -- 

(a) Decrease or substitution in this property pursuant to subparagraph C.(1) above; 

or 

(b) Withdrawal of authority to use this property, if provided under any other 

contract or lease. 

D. Title in FDIC Property. 

(1) The FDIC shall retain title to all FDIC-furnished property. 

(2) All FDIC-furnished property and all property acquired by Contractor, title to which vests 

in the FDIC under this paragraph (collectively referred to as FDIC property), are subject 

to the provisions of this clause. Title to FDIC property shall not be affected by its 

incorporation into or attachment to any property not owned by the FDIC, nor shall FDIC 

property become a fixture or lose its identity as personal property by being attached to 

any real property. 

(3) Title to each item of facilities or special equipment acquired by Contractor for the FDIC 

under this Contract shall pass to and vest in the FDIC when its use in performing this 

Contract commences or when the FDIC has paid for it, whichever is earlier, whether or 

not title previously vested in the FDIC. 

(4) If this Contract contains a provision directing Contractor to purchase material for which 

the FDIC will reimburse Contractor as a direct item of cost under this Contract -- 

(a) Title to material purchased from a vendor shall pass to and vest in the FDIC 

upon the vendor's delivery of such material; and 

(b) Title to all other material shall pass to and vest in the FDIC upon -- 

(i) Issuance of the material for use in contract performance; 

(ii) Commencement of processing of the material or its use in contract 

performance; or 

(iii) Reimbursement of the cost of the material by the FDIC, whichever 

occurs first. 

E. Use of FDIC Property. The FDIC property shall be used only 
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for performing work for the FDIC under this Contract, unless otherwise provided in this Contract 

or approved by the Contracting Officer. 

F. Property Administration. 

(1) Contractor shall be responsible and accountable for all FDIC property provided under this 

Contract. 

(2) Contractor shall establish and maintain a program for the use, maintenance, repair, 

protection, and preservation of FDIC property in accordance with sound business 

practice. 

(3) If damage occurs to FDIC property, the risk of which has been assumed by the FDIC 

under this Contract, the FDIC shall replace the items or Contractor shall make such 

repairs as the FDIC directs. However, if Contractor cannot effect such repairs within the 

time required, Contractor shall dispose of the property as directed by the Contracting 

Officer. When any property for which the FDIC is responsible is replaced or repaired, 

the Contracting Officer shall make an adjustment in accordance with paragraph I of this 

clause. 

(4) Contractor represents that the contract price does not include any amount for repairs or 

replacement for which the FDIC is responsible. Repair or replacement of property for 

which Contractor is responsible shall be accomplished by Contractor at its own expense. 

G. Access. The FDIC and all its designees shall have access at all reasonable times to the premises in 

which any FDIC property is located for the purpose of inspecting the FDIC property. 

H. Risk of Loss. Unless otherwise provided in this Contract, Contractor assumes the risk of, and 

shall be responsible for, any loss or destruction of, or damage to, FDIC property upon its delivery 

to Contractor or upon passage of title to the FDIC under paragraph D of this clause. However, 

Contractor is not responsible for reasonable wear and tear to FDIC property or for FDIC property 

properly consumed in performing this Contract. 

I. Price Adjustment. When this clause specifies a price adjustment, it shall be made to any affected 

contract provision in accordance with the procedures of the "Changes" clause. When appropriate, 

the Contracting Officer may initiate an adjustment in favor of the FDIC. The right to an 

adjustment shall be Contractor's exclusive remedy. The FDIC shall not be liable for breach of 

contract for -- 

(1) Any delay in delivery of FDIC-furnished property; 

(2) Delivery of FDIC-furnished property in a condition not suitable for its intended use; 

(3) A decrease in or substitution of FDIC-furnished property; or 

(4) Failure to repair or replace FDIC property for which the FDIC is responsible. 

J. Final Accounting and Disposition of FDIC Property. Upon completing this Contract, or at such 

earlier dates as may be fixed by the Contracting Officer, Contractor shall submit, in both written 

form and electronic media , inventory schedules covering all items of FDIC property (including 

any resulting scrap) not consumed in performing this Contract or delivered to the FDIC. Unless 

otherwise specified by the Contracting Officer, the electronic form shall be in "Microsoft Word" 

format. 
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Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the FDIC property as 

may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal 

shall be credited to the contract price or shall be paid to the FDIC as the Contracting Officer 

directs. 

K. Communications. All communications under this clause shall be in writing. 

26. Liability to Third Persons

A. The FDIC does not assume any liability to third persons, nor will the FDIC reimburse Contractor 

for its liability to third persons, with respect to loss due to death, bodily injury, or damage to 

property resulting in any way from the performance of this Contract or any subcontract hereunder. 

B. Contractor shall give the FDIC or its representatives immediate notice of any suit or action filed, 

or prompt notice of any claim made, against Contractor arising out of the performance of this 

Contract, the cost and expense of which may be reimbursable to Contractor under the provisions 

of this Contract. Contractor shall furnish immediately to the FDIC copies of all pertinent papers 

required by the FDIC, and authorize representatives of the FDIC to settle or defend any such claim 

and to represent Contractor in or take charge of any litigation in connection therewith. Contractor 

may, at its own expense, be associated with the representatives of the FDIC in the settlement or 

defense of any such claim or litigation. 

27. Right to Offset Against Any Contract Payments for Delinquent Obligations

A. General. This provision is included to establish the FDIC's right to make offsets against any 

payments due Contractor under this Contract for any Delinquent Obligation (as such term is 

defined below) which Contractor owes the FDIC. 

B. Definition. As used in this provision, "Delinquent Obligation" means: 

(1) A delinquency of ninety (90) days or more as to payment of principal or interest on a 

loan or advance from the FDIC, in any of its various capacities, or any predecessor or 

successor thereto; 

(2) With respect to a compromise settlement of any loan owed to the FDIC, in any of its 

various capacities, in cases where the borrower failed to recognize the amount of the 

balance reduction as income for Federal income tax purposes during the applicable tax 

year or in any subsequent tax year, the difference between (a) the outstanding unpaid 

principal balance of such loan immediately prior to such compromise settlement, and (b) 

the settlement amount; or 

(3) A failure to comply with the terms and conditions of any contract with the FDIC, in any 

of its various capacities, or any predecessor thereto. 

C. Description of the FDIC's Right to Offset Against Payments Under this Contract. The FDIC may 

exercise its right of offset for any Delinquent Obligation which occurs prior to or during the term 

of this Contract. The Delinquent Obligation shall be deducted from the Contract until the 

Delinquent Obligation shall have been paid in full. However, if the total amount of the Delinquent 

Obligation exceeds fifteen (15) percent of the total amount of the consideration owed under the 

Contract resulting from this RFP, the FDIC will offset a minimum of fifteen (15) percent of the 

contract price, and the parties will negotiate the additional amount, up to 100 percent of the 

contract price, which the FDIC will withhold to apply towards satisfaction of the Delinquent 

Obligation. 

Notwithstanding the foregoing, this right of offset shall not apply to the extent 
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such Delinquent Obligation is subject to (1) any litigation concerning this Contract instituted by 

either party to this Contract; or (2) any petition filed on behalf of or against Contractor seeking 

any arrangement, reorganization, composition, readjustment, liquidation or dissolution under the 

present or any future laws relating to bankruptcy, insolvency or other relief of debtors. 

The FDIC may exercise this right of offset only upon the giving of thirty (30) days written notice 

to Contractor. Contractor shall have ten (10) days from the date of receipt of such written notice 

to provide the FDIC with written evidence offered to dispute any portion of the amount to be 

deducted from any payments due under this Contract. If Contractor demonstrates to the 

satisfaction of the FDIC that the grounds for this right of offset no longer exist or that the amount 

of any Delinquent Obligation to be deducted is incorrect, then the FDIC shall, as applicable, either 

discontinue the exercise of this right of offset or shall amend the amount to be deducted 

accordingly. 

The exercise by the FDIC of this right of offset shall not under any circumstances release 

Contractor from any duties, obligations or responsibilities required by this Contract. 

This right of offset by the FDIC shall not be exclusive with respect to the recovery of any 

Delinquent Obligation owed to the FDIC by Contractor and is in addition to every other right or 

remedy now or hereafter existing at law or in equity. 

28. Federal, State and Local Taxes

A. The contract price includes all applicable Federal, State and local taxes and duties. 

B. The FDIC shall, without liability, furnish evidence appropriate to establish exemption from any 

Federal, State, or local tax when Contractor requires such evidence and a reasonable basis exists to 

sustain the exemption. 

29. Notice and Certification of Claims

Contractor agrees that it will provide the Contracting Officer written notice of any claim it may have against the 

FDIC arising under or in connection with this Contract and that it will refrain from filing suit with respect to any 

such claim for a period of sixty (60) days following FDIC's receipt of such notice, that it will promptly meet with the 

FDIC after providing such notice in a good faith effort to resolve the claim and that the written notice of the claim 

shall be accompanied by a certificate signed by an officer or general partner or senior official of Contractor that: 

(a) The claim is made in good faith; 

(b) Supporting data are accurate and complete to the best of Contractor's knowledge 

and belief; and 

(c) The amount requested accurately reflects the contract adjustment for which 

Contractor believes the FDIC is liable. 

30. Disputes

A. Except as otherwise provided in this Contract, any dispute concerning a question of fact arising 

under this Contract which is not disposed of by agreement shall be decided by the Contracting 

Officer, who shall reduce his or her decision to writing and shall mail or otherwise furnish a copy 

thereof to Contractor. The decision of the Contracting Officer shall be final and conclusive unless, 

within sixty (60) days from the date of such decision, the FDIC receives from the Contractor a 

written request for review of the decision addressed to the Associate Director, Acquisition 

Services Branch, Division of Administration. The decision of the Associate Director shall be final 

and conclusive for matters with a dollar value of less than $100,000.00. The 
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determination of the value of the matter, only for purposes of review within FDIC, shall be made 

exclusively by the FDIC and is not reviewable. For matters valued at $100,000.00 or more, the 

decision of the Associate Director shall be final and conclusive unless, within sixty (60) days from 

the date of such decision, the FDIC receives from the Contractor a written notice of appeal to the 

Director, Division of Administration. The decision of the Director shall be final and conclusive 

unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or 

arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial 

evidence. In connection with any appeal processing under this provision, Contractor shall be 

afforded an opportunity to be heard and to offer evidence in support of its appeal, if requested. 

Pending final decision of a dispute hereunder, Contractor shall proceed diligently with the 

performance of the Contract and in accordance with the Contracting Officer's decision. In 

addition, Contractor is hereby advised that receivership claims fall under sections 11(d)(3)-(13) of 

the Federal Deposit Insurance Act, as amended (12 U.S.C. 1821(d)(3)-(13)). 

B. This "Disputes" provision does not preclude consideration of questions of law 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. 

31. Assignment of Claims

Under the Assignment of Claims Act (31 U.S.C. 3727) (the Act), as amended, claims for monies due or to become 

due Contractor from the FDIC under this Contract may be assigned to a bank, trust company or other financing 

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 and 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. Written notice must be 

provided to the FDIC in accordance with the Act. 

32. Excusable Delays

Except with respect to defaults of subcontractors, 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 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 Contractor. Such causes may include, but are not 

restricted to, acts of God or of the public enemy, acts of the FDIC 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 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 Contractor and the subcontractor, and without the fault or negligence 

of either of them, 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 shall have ordered Contractor 

in writing to procure such supplies or services from such other sources, and (c) Contractor shall have failed to 

comply reasonably with such order. Upon request of Contractor, the Contracting Officer shall ascertain the facts 

and extent of such failure and, if he shall determine 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 FDIC under the 

provisions hereof entitled "Termination for Default" or "Termination for Convenience of the FDIC." (As used in 

this provision, the terms "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.) 

33. Stop Work Order

The FDIC may, at its sole discretion, direct Contractor to stop all remaining work, including work in progress, under 

this Contract, if applicable, if the Contracting Officer determines that such action is in the best interests of the FDIC 

("Stop Work Order"). The written Stop Work Order shall be prepared by the 
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Contracting Officer and sent to Contractor. Upon receipt of the Stop Work Order, Contractor shall immediately 

comply with its terms and take all reasonable steps to minimize any costs associated with the Contract during the 

period of the Stop Work Order. Within ninety (90) days of receipt of the Stop Work Order, or within any extension 

of that period to which the FDIC and Contractor shall have agreed, but before the end of the then current period of 

performance of the Contract, the Contracting Officer shall either: 

(a) Cancel the Stop Work Order; or 

(b) Terminate the work covered by the Stop Work Order as provided in the 

termination provisions in the Contract. 

If the Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated, the FDIC shall 

consider necessary, unavoidable and reasonable costs resulting from the Stop Work Order for the period until the 

issuance of the Notice of Termination. 

If the Stop Work Order is canceled, or the period of the Stop Work Order or any extension thereof expires, 

Contractor shall immediately resume work. If a Notice of Termination is issued during the period of a Stop Work 

Order, Contractor shall not resume work during any period prior to the effective date of the termination, unless 

otherwise directed in the Notice of Termination. The FDIC shall make an adjustment in performance schedule, or 

contract amount, or both, and the Contract shall be modified if: 

(a) The Stop Work Order results in an increase in the time required to perform the 

work and/or the costs to do the work; and 

(b) Contractor asserts its rights to the adjustment, in writing, to the Contracting 

Officer within thirty (30) days after the end of the period of the work stoppage. 

34. Termination for Convenience of the FDIC

A. The FDIC may terminate this Contract, or any task order, in whole or in part, at any time and in its 

sole discretion, if the Contracting Officer determines that such termination is in the best interests 

of the FDIC. The FDIC shall terminate by delivering to Contractor a notice of termination for the 

convenience of the FDIC specifying the extent of termination and the effective date. The notice of 

termination shall be delivered to Contractor at least thirty (30) days before the effective date of the 

termination. After receipt of the notice, Contractor shall complete performance of work not 

terminated and shall take whatever action is necessary for an orderly and timely discontinuation of 

the work terminated. Contractor shall deliver to the FDIC, completed or partially completed, any 

plans, drawings, information, data, materials or equipment that, if the Contract had been 

completed, would have been required to be furnished to the FDIC. 

B. If the termination is partial, Contractor may file a proposal with the Contracting Officer for an 

adjustment of the price(s) of the continued portion of the Contract or task order. The Contracting 

Officer shall make any adjustment agreed upon. Any proposal by Contractor for an adjustment 

under this provision shall be requested within ninety (90) days from the effective date of 

termination unless extended in writing by the Contracting Officer. The FDIC shall not be liable or 

responsible for payment to Contractor, or to any subcontractors or vendors, of any fees, charges, 

penalties or damages related to the terminated work, which are incurred after the effective date of 

the termination. 

35. Termination for Default

A. (1) Time is of the essence in Contractor's performance of its duties under this 

Contract, and the FDIC may, subject to paragraphs C and D below, by written notice of 

default to Contractor, terminate this Contract in whole or in part if Contractor fails to-- 
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(a) Deliver the supplies or perform the services within the time specified in this 

Contract or any extension; 

(b) Make progress, so as to endanger performance of this Contract (but see 

subparagraph A.(2) below); or 

(c) Perform any of the other provisions of this Contract (but see subparagraph A.(2) 

below). 

(2) The FDIC's right to terminate this Contract under subdivisions A.(1)(b) and A.(1)(c) 

above may be exercised if Contractor does not cure such failure within ten (10) days (or 

more if authorized in writing by the Contracting Officer) after receipt of the notice from 

the Contracting Officer specifying the failure. 

B. If the FDIC terminates this Contract in whole or in part as provided in paragraph A of this 

provision, the FDIC may acquire, under the terms and in the manner the Contracting Officer 

considers appropriate, supplies or services similar to those terminated, and Contractor shall be 

liable to the FDIC for any excess costs for those supplies or services. However, Contractor shall 

continue the performance of the work under this Contract which has not been terminated. 

C. Except for defaults of subcontractors at any tier, Contractor shall not be liable for any excess costs 

described at paragraph B above if the failure to perform this Contract arises from causes beyond 

the control and without the fault or negligence of Contractor. Examples of such causes include: 

(1) acts of God or of the public enemy, (2) acts of the FDIC, (3) fires, (4) floods, (5) epidemics, 

(6) quarantine restrictions, (7) strikes, (8) freight embargoes and (9) unusually severe weather. In 

each instance, the failure to perform must be beyond the control and without the fault or 

negligence of Contractor. 

D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of 

the default is beyond the control of both Contractor and the subcontractor, and without the fault or 

negligence of either, Contractor shall not be liable for any excess costs for failure to perform, 

unless the subcontracted supplies or services were obtainable from other sources in sufficient time 

for Contractor to meet the required delivery schedule. 

E. If this Contract is terminated for default, the FDIC may require Contractor to transfer title and 

deliver to the FDIC, as directed by the Contracting Officer, any (1) completed supplies and (2) 

such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, 

information and contract rights (collectively referred to as "manufacturing materials" in this 

provision) that Contractor has specifically produced or specifically acquired for the terminated 

portion of this Contract. Upon direction of the Contracting Officer, Contractor shall also protect 

and preserve property in its possession in which the FDIC has an interest. 

F. The FDIC shall pay the contract price for completed supplies delivered and accepted. Contractor 

and the Contracting Officer shall agree on the amount of payment for manufacturing materials 

delivered and accepted and for the protection and preservation of property. Failure to agree will 

be a dispute 
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under the provision of this Contract entitled "Disputes." The FDIC may withhold from these 

amounts any sum the Contracting Officer determines to be necessary to protect the FDIC against 

loss because of outstanding liens or claims of former lien holders. 

G. If, after termination, it is determined that Contractor was not in default, or that the default was 

excusable, the rights and obligations of the parties shall be the same as if the termination had been 

issued for the convenience of the FDIC. 

H. The rights and remedies of the FDIC in this provision are in addition to any other rights and 

remedies provided by law or under this Contract. 

36. Order of Precedence

Any inconsistency in this Contract shall be resolved by giving precedence in the following order: 

(a) Contract Clauses, other than the General Provisions 

(b) FDIC General Provisions 

(c) Statement of Work 

(d) Exhibits and Attachments 

(e) Contractor's Proposal or Amended Proposal, if any. 

If this is a contract for construction, and a clause of the same or similar title exists in both the FDIC General 

Provisions and the Additional General Provisions-Construction, the clause in the Additional General ProvisionsConstruction shall take precedence. 

37. Joint and Several Liability

If Contractor is organized as a joint venture, the liability of the joint venturers in connection with all duties, 

obligations and liabilities under this Contract shall be joint and several. 

38. Work Hours and Holidays

A. Official work hours for the FDIC are between 6:30 a.m. and 6:00 p.m. Monday through Friday. 

All work under this Contract is to be performed during this time frame, unless specifically 

authorized in writing by the FDIC Oversight Manager. 

B. FDIC offices will be closed on all Federal holidays and all announced official snow days. 

Contractor will not be authorized to work nor will Contractor be allowed access to FDIC offices 

on these days unless specifically authorized in writing by the FDIC Oversight Manager. 

39. Security

The FDIC reserves the right to reject any Contractor employee for reasons of a security breach or for lack of 

suitability as determined by a background investigation, or otherwise. If the FDIC has reason to believe that a 

Contractor employee has violated FDIC security policies, the FDIC may immediately revoke the Contractor 

employee's access to all FDIC systems and premises. Such a revocation does not constitute a personnel action, as 

Contractor will be so notified immediately and requested to provide another equivalent employee at once. 

Contractor employees on FDIC property shall observe all applicable FDIC security regulations. 

40. Governing Law

This Contract shall be governed by and construed in accordance with all applicable Federal laws and regulations 

and, to the extent applicable, the laws of the State or District in which the FDIC office executing this Contract is 

located. 

41. Entire Contract; Modification
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This Contract, the materials incorporated herein by reference, and Contractor's Proposal, or Amended Proposal, if 

any, incorporated herein by reference, constitute the entire agreement between the parties. If there is any 

inconsistency between the terms of this Contract and those of Contractor's Proposal, or Amended Proposal, if any, 

the terms of this Contract shall govern. There are no promises or other agreements, oral or written, express or 

implied, other than as set forth in this Contract. No change or modification of, or waiver under, this Contract shall 

be valid unless it is in writing and signed by a duly authorized representative of the party against which it is to be 

enforced. 

42. Privacy Act

The Contractor may be required to design, develop, or operate a system of records on individuals, to 

accomplish an FDIC function subject to the Privacy Act of 1974 (“the Act”), Public Law 93-579, December 31, 

1974 (5 U.S.C. 552a) and applicable FDIC regulations. Violation of the Act may involve the imposition of criminal 

penalties. 

(a) If the Contractor is required to design, develop, or operate a system of records on individuals to 

accomplish an FDIC function, the Contractor agrees to: 

(1) Comply with the Act and the FDIC rules and regulations issued under the Act in the design, 

development, or operation of any system of records on individuals to accomplish an agency function when the 

contract specifically identifies: 

(i) The systems of records; and 

(ii) The design, development, or operation work that the contractor is to perform; 

(2) 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 work statement in the proposed 

subcontract requires the design, development, or operation of a system of records on individuals that is subject to the 

Act; and 

(3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this contract 

which require the design, development, or operation of such a system of records. 

(b) In the event of violations of the Act, a civil action may be brought against the FDIC when the violation 

concerns the design, development, or operation of a system of records on individuals to accomplish an FDIC 

function, and criminal penalties may be imposed upon the officers or employees of the FDIC when the violation 

concerns the operation of a system of records on individuals to accomplish an FDIC function. For purposes of the 

Act, when the contract is for the operation of a system of records on individuals to accomplish an FDIC function, the 

Contractor and any employee of the Contractor is considered to be an employee of the FDIC. 

(c)(1) Operation of a system of records, as used in this clause, means performance of any of the activities 

associated with maintaining the system of records, including the collection, use, and dissemination of records. 

(2) Record, as used in this clause, means any item, collection, or grouping of information about an 

individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical 

history, and criminal or employment history and that contains the person's name, or the identifying number, symbol, 

or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph. 

(3) System of records on individuals, as used in this clause 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 particular assigned to the individual. 
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Attachment 4

Electronic Invoicing Instructions

1. Contractor shall email electronic invoices to the FDIC’s Division of 

Finance/Accounts Payable at the following address: 

DOFAPInvoice@fdic.gov

2. Contractor shall only email their invoices to the above address and not 

the Oversight Manager (OM) or Contracting Officer. The FDIC will not 

accept hand-delivered invoices or invoices sent to any other address (i.e., 

FDIC street address or any other email addresses). 

3. Contractor shall submit the electronic invoice as a single file document, in pdf 

format. The file should include the exact same information that has been 

submitted physically via mail in the past. (FDIC only wants one electronic 

file because we will be uploading the single pdf into a database and we only 

want one file associated with an invoice. However, if the size of a single pdf 

file exceeds 30 MB, the invoice may either be submitted as two pdf files, with 

neither pdf file exceeding 30 MB, or it may be submitted as a zip file that does 

not exceed 30 MB. If two pdf files are used, each email must clearly identify 

that the invoice has been separated into two pdf files to accommodate the 

size limitation. If a zip file is used, the individual files inside the zip file must 

be kept to a minimum and each must have a descriptive file name, such as 

"Invoice cover page", "Timesheets", etc.) 

4. Contractor shall not include more than one electronic invoice in the same 

email. (For example, if a Contractor has four Task Orders, a separate email 

with a single invoice must be submitted for each of the four Task Orders.) 

5. Contractor shall name the pdf file or zip file in the following format: 

invoice date and invoice number (for example, 2007-01-31 1067876) 

6. Contractor shall have the subject line of the email read as follows: 

” Contractor Invoice - CORHQXXX” (The CORHQXXX is where 

Contractor’s PO # belongs.)

7. Task Assignments: For Task Orders containing provisions for Task 

Assignments, a separate invoice shall be submitted via a separate email for 

each Task Assignment.

8. The counting of days for Prompt Payment begins on the date the invoice is 

received in the inbox of the DOF email address, until 4PM. Invoices received 

after 4PM will be counted as being received the following FDIC workday. 

Electronic Invoicing Instructions 

November 2007 1