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DISTRICT OF COLUMBIA
COURTS GENERAL
PROVISIONS
FOR USE WITH
COURTS' SUPPLY &
SERVICES CONTRACTS
(Revised April 2007)
(Revised May 2017)
ADMINISTRATIVE SERVICES DIVISION
PROCUREMENT AND CONTRACTS
BRANCH SUITE 622
616 H STREET, N.W.,
WASHINGTON, D.C.
20001

MAY 2017
ATTACHMENT A
D.C. COURTS GENERAL CONTRACT PROVISIONS
(MAY 2017)
1. Definitions. ........................................................................................................................ 2
2. Changes. ............................................................................................................................ 2
3. Transfers. ........................................................................................................................... 2
4. Waiver. ............................................................................................................................... 2
5. Indemnification. ............................................................................................................... 2
6. Patents and Copyrights. ................................................................................................... 2
7. Covenant Against Contingent Fees. ............................................................................... 4
8. Quality. .............................................................................................................................. 4
9. Health And Safety Standards. ........................................................................................ 4
10. Inspection Of Supplies. .................................................................................................... 4
11. Inspection Of Services. .................................................................................................... 7
12. Payment. ............................................................................................................................ 7
13. Taxes. ................................................................................................................................. 7
14. Appointment of Attorney. ............................................................................................... 8
15. Termination for Default. ................................................................................................. 8
16. Termination for Convenience of the Court. .................................................................. 9
17. Termination of Contracts for Certain Crimes and Violations. .................................. 13
18. Protests and Disputes. .................................................................................................... 14
19. Independent Contractor Relationship ......................................................................... 14
20. Security. ........................................................................................................................... 14
21. Officials not to Benefit ................................................................................................... 14
22. Retention and Examination of Books. .......................................................................... 15
23. Recovery of Debts Owed the Court. ............................................................................. 15
24. Appropriation of Funds. ................................................................................................ 15
25. Non-Discrimination in Employment. ........................................................................... 15
26. Buy American Act. ......................................................................................................... 16
27. Service Contract Act of 1965. ....................................................................................... 17
28. Walsh-Healey Public Contracts Act........................... ........................... 23
29. Governing Law ................................................................................................................ 23
30. Multiyear Contract. ....................................................................................................... 23
31. Unenforceability of Unauthorized Obligations...............................................23
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MAY 2017
1. Definitions.
The term "Contracting Officer" shall mean the Executive Officer of the District of Columbia
Courts or her or his authorized representative. The term "Court" shall, depending on how that
term is defined elsewhere in this contract, mean the Superior Court of the District of
Columbia, the District of Columbia Court of Appeals or the District of Columbia Court
System. If the Contractor is an individual, the term "Contractor" shall mean the Contractor,
his or her heir(s), executors and administrators. If the Contractor is a corporation, the
"Contractor" shall mean the Contractor and its successor. The term "District of Columbia
government" shall mean all the branches of the government of the District of Columbia,
including the District of Columbia Courts.
2. Changes.
The Contracting Officer may at any time, by written order, and without notice to the sureties,
if any, make changes in this contract within the general scope hereof. If such change causes
an increase or decrease in the cost of performance of this contract, or in the time required for
performance, an equitable adjustment shall be made. Any claim for adjustment under this
paragraph must be asserted within ten (10) days from the date the change is offered, provided
however, that the Contracting Officer, may, in his or her discretion receive, consider and
adjust any such claim asserted at any time prior to the final settlement of the contract. If the
parties fail to agree upon the adjustment to be made, the dispute shall be determined in
accordance with Clause 18. Nothing in this clause shall excuse the Contractor from
proceeding with the contract as changed.
3. Transfers.
This contract or any interest herein shall not be transferred by either the Court or the
Contractor except upon written permission of the other party.
4. Waiver.
The waiver of any breach of this contract will not constitute a waiver of any subsequent
breach thereof, nor a waiver of this contract.
5. Indemnification (Revised 11/24/08).
(a) The Contractor shall indemnify and save harmless the Court and its officers, agents and
employees from and against any and all claims, losses, liabilities, penalties, fines, forfeitures,
demands, causes of action, suits and expenses incidental thereto (including the cost of
defense and attorneys' fees) resulting from, arising out of, or in any way connected to any act,
omission or default of the Contractor, its officers, agents, employees, servants or its
subcontractors, or any other person acting for or by permission of the Contractor in the
performance of this contract, regardless of whether or not any damage resulting from the
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MAY 2017
Contractor's act, omission or default is caused in part by the Court. The Contractor assumes
all risks for direct and indirect damage or injury to the property or persons used or employed
in performance of this Contract. The Contractor shall also repair or replace any Court
property that is damaged by the Contractor, Contractor's officers, employees, agents,
servants, subcontractors, or any other person acting for or by permission of the Contractor
While performing work hereunder.
(b) The indemnification obligation under this clause shall not be limited by the existence of
any insurance policy or by any limitation on the amount or type of damages, compensation or
benefits payable by or for Contractor or any subcontractor, and shall survive the termination
of this Contract. The Court agrees to give Contractor written notice of any claim of
indemnity under this clause. Additionally, Contractor shall have the right and sole authority
to control the defense or settlement of such claim, provided that no contribution or action by
the Court is required in connection with the settlement. Monies due or to become due the
Contractor under the contract maybe retained by the District as necessary to satisfy any
outstanding claim which the District may have against the Contractor.
(c) The Contractor shall indemnify and save harmless the Court and its officers, agents,
Servants and employees from liability of any nature or kind, including costs and expenses,
for or on account of the use of any patented or unpatented invention, item or process,
manufactured or used in the performance of this contract, including their use by the Court,
unless otherwise specifically stipulated in the contract.
(d) The Contractors hall indemnify and save harmless the Court and its officers, agents,
Servants and employees against any claim for copyright infringement relating to any work
produced, used or delivered under this contract.
6. Patents and Copyrights.
(a) The Contractor shall not make application for a patent or copyright on any invention,
item or process produced under this contract except with the written permission of the Court.
The Court shall have an irrevocable nonexclusive royalty free license with the right to
sublicense in any invention conceived or first actually reduced to practice in the course of or
under this contract or any subcontract thereunder.
(b) All reports, programs, manuals, discs, tapes, card desks, listing, and other materials
prepared by or worked upon by the Contractor's employees under this Agreement shall
belong exclusively to the Court.
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MAY 2017
(c) Contractor agrees not to publish or disclose any material first prepared under this
Agreement without prior permission of the Court.
(d) Contractor will not knowingly include any work copyrighted by others in any material
prepared under this Agreement unless it obtained either prior permission from the Court or an
irrevocable royalty free license for the Court in such work.
(e) Contractor agrees to give the Court all assistance reasonably required to protest the rights
defined in these provisions.
7. Covenant Against Contingent Fees.
The Contractor warrants that no person or agency has been employed or retained to solicit or
secure the contract upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting a bona fide employee or agency maintained by the
Contractor for the purpose of securing business. For breach or violation of this warranty, the
Court shall have the right to terminate this contract without liability or in its discretion to
deduct from the contract price or consideration, or otherwise recover, the full amount of the
commission, percentage, brokerage, or contingent fee.
8. Quality.
Contractor's workmanship shall be of the highest grade, and all materials provided under this
Contract shall be new, of the best quality and grade, and suitable in every respect for the
purpose intended.
9. Health And Safety Standards.
Items delivered under this contract shall conform to all requirements of the Occupational
Safety and Health Act of 1970, as amended ("OSHA"), and Department of Labor
Regulations under OSHA, and all Federal requirements in effect at time of bid
opening/proposal submission.
10. Inspection Of Supplies.
(a) "Supplies," as used in this clause, includes, but is not limited to raw materials,
components, intermediate assemblies, end products, and lots of supplies.
(b) The Contractor shall be responsible for the materials or supplies covered by this contract
until they are delivered at the designated point, but the Contractor shall bear all risk on
rejected materials or supplies after notification of rejection. Upon the Contractor's failure to
cure within ten (10) days after date of notification, the Court may return the rejected
materials or supplies to the Contractor at the Contractor's risk and expense.
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MAY 2017
(c) The Contractor shall provide and maintain an inspection system acceptable to the Court
covering supplies under this contract and shall tender to the Court for acceptance only
supplies that have been inspected in accordance with the inspection system and have been
found by the Contractor to be in conformity with contract requirements. As part of the
system, the Contractor shall prepare records evidencing all inspections made under the
system and the outcome. These records shall be kept complete and made available to the
Court during contract performance and for as long afterwards as the contract requires. The
Court may perform reviews and evaluations as reasonably necessary to ascertain compliance
with this paragraph. These reviews and evaluations shall be conducted in a manner that will
not unduly delay the contract work. The right of review, whether exercised or not, does not
relieve the Contractor of the obligations under this contract.
(d) The Court has the right to inspect and test all supplies called for by the contract, to the
extent practicable, at all places and times, including the period of manufacture, and in any
event before acceptance. The Court will perform inspections and tests in a manner that will
not unduly delay the work. The Court assumes no contractual obligation to perform any
inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in
the contract.
(e) If the Court performs inspection or test on the premises of the Contractor or
subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish,
without additional charge, all reasonable facilities and assistance for the safe and convenient
performance of these duties. Except as otherwise provided in the contract, the Court will bear
the expense of Court inspections or tests made at other than Contractor's or subcontractor's
premises; provided, that in case of rejection, the Court will not be liable for any reduction in
the value of inspection or test samples.
(1) When supplies are not ready at the time specified by the Contractor for inspection or
test, the Contracting Officer may charge to the Contractor the additional cost of
inspection or test.
(2) Contracting Officer may also charge the Contractor for any additional cost of
inspection or test when prior rejection makes reinspection or retest necessary.
(f) The Court has the right either to reject or to require correction of nonconforming
supplies. Supplies are nonconforming when they are defective in material or workmanship or
otherwise not in conformity with contract requirements. The Court may reject
nonconforming supplies with or without disposition instructions.
(g) The Contractor shall remove supplies rejected or required to be corrected. However, the
Contracting Officer may require or permit correction in place, promptly after notice, by and
at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or
rejected supplies without disclosing the former rejection or requirement for correction, and
when required, shall disclose the corrective action taken.
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(h) If the Contractor fails to remove, replace, or correct rejected supplies that are required to
be replaced or corrected within ten (10) days, the Court may either (1) by contract or
otherwise, remove, replace or correct the supplies and charge the cost to the Contractor or (2)
terminate the contract for default. Unless the Contractor corrects or replaces the supplies
within the delivery schedule, the Contracting Officer may require their delivery and make an
equitable price reduction. Failure to agree to a price reduction shall be a dispute.
(i) If this contract provides for the performance of Court quality assurance at source, and if
requested by the Court, the Contractor shall furnish advance notification of the time (i) when
Contractor inspection or tests will be performed in accordance with the terms and conditions
of the contract, and (ii) when the supplies will be ready for Court inspection.
(j) The Court request shall specify the period and method of the advance notification and the
Court representative to whom it shall be furnished. Requests shall not require more than 2
business days of advance notification if the Court representative is in residence in the
Contractor's plant, nor more than 7 business days in other instances.
(k) The Court will accept or reject supplies as promptly as practicable after delivery, unless
otherwise provided in the contract. Court failure to inspect and accept or reject the supplies
shall not relieve the Contractor from responsibility, nor impose liability upon the Court, for
non-conforming supplies.
(l) Inspections and tests by the Court do not relieve the Contractor of responsibility for
defects or other failures to meet contract requirements discovered before acceptance.
Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to
fraud, or as otherwise provided in the contract.
(m) If acceptance is not conclusive for any of the reasons in subparagraph (l) hereof, the
Court, in addition to any other rights and remedies provided by law, or under provisions of
this contract, shall have the right to require the Contractor (1) at no increase in contract price,
to correct or replace the defective or nonconforming supplies at the original point of delivery
or at the Contractor's plant at the Contracting Officer's election, and in accordance with a
reasonable delivery schedule as may be agreed upon between the Contractor and the
Contracting Officer; provided, that the Contracting Officer may require a reduction in
contract price if the Contractor fails to meet such delivery schedule, or (2) within a
reasonable time after receipt by the Contractor of notice of defects or noncompliance, to
repay such portion of the contract as is equitable under the circumstances if the Contracting
Officer elects not to require correction or replacement. When supplies are returned to the
Contractor, the Contractor shall bear the transportation cost from the original point of
delivery to the Contractor's plant and return to the original point when that point is not the
Contractor's plant. If the Contractor fails to perform or act as required in (1) or (2) above and
does not cure such failure within a period of 10 days (or such longer period as the
Contracting Officer may authorize in writing) after receipt of notice from the Contracting
Officer specifying such failure, the Court will have the right to return the rejected materials at
Contractor's risk and expense or contract or otherwise to replace or correct such supplies and
charge to the Contractor the cost occasioned the Court thereby.
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11. Inspection Of Services.
(a) "Services" as used in this clause includes services performed, workmanship, and material
furnished or utilized in the performance of services.
(b) The Contractor shall provide and maintain an inspection system acceptable to the Court
covering the services under this contract. Complete records of all inspection work performed
by the Contractor shall be maintained and made available to the Court during contract
performance and for as long afterwards as the contract requires.
(c) The Court has the right to inspect and test all services called for by the contract, to the
extent practicable at all times and places during the term of the contract. The Court will
perform inspections and tests in a manner that will not unduly delay the work.
(d) If the Court performs inspections or tests on the premises of the Contractor or
subcontractor, the Contractor shall furnish, without additional charge, all reasonable facilities
and assistance for the safety and convenient performance of these duties.
(e) If any of the services do not conform to the contract requirements, the Court may require
the Contractor to perform these services again in conformity with contract requirements, at
no increase in contract amount. When the defects in services cannot be corrected by
performance, the Court may require the Contractor to take necessary action to ensure that
future performance conforms to contract requirements and reduce the contract price to reflect
value of services performed.
(f) If the Contractor fails to promptly perform the services again or take the necessary action
to ensure future performance in conformity to contract requirements, the Court may (1) by
contract or otherwise, perform the services and charge the Contractor any cost incurred by
the Court that is directly related to the performance of such services, or (2) terminate the
contract for default.
12. Payment.
The Court shall pay the Contractor for services performed by the Contractor in the manner
set forth in this contract, at the rate prescribed upon the submission by the Contractor of
proper invoices or time statements, at the time provided for in this contract, to the Budget and
Finance Division for contracts involving the Superior Court of the District of Columbia or
the Court System, or to the Clerk of the District of Columbia Court of Appeals for contracts
involving the District of Columbia Court of Appeals.
13. Taxes.
The District of Columbia Courts are exempt from and will not pay Federal Excise Tax,
Transportation Tax, and the District of Columbia Sales and Use Taxes.
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14. Appointment of Attorney (Revised 11/24/08).
The bidder/offeror or Contractor (whichever the case may be) does hereby irrevocably
Designate and appoint the Clerk of the District of Columbia Superior Court and his or her
Successor in office as the true and lawful attorney of the Contractor for the purpose of
Receiving service of all notices and processes issued by any court in the District of
Columbia, as well as service of all pleadings and other papers, in relation to any action or
legal proceeding arising out of or pertaining to this contractor the work required or performed
hereunder.
The bidder/offeror or Contractor (whichever the case may be) expressly agrees that the
validity of any service upon the said Clerk as herein authorized shall not be affected either by
the fact that the Contractor was personally within the District of Columbia and otherwise
subject to personal service at the time of such service upon the said Clerk or by the fact that
the contractor failed to receive a copy of such process, notice or other paper so served upon
the said Clerk provided the said Clerk shall have deposited in the United States mail,
registered and postage prepaid, a copy of such process, notice, pleading or other paper
addressed to the bidder/offeror pr contractor at the address stated in this contract.
15. Termination for Default.
(a) The Contracting Officer may, subject to the provisions of paragraph (c) below, by written
notice to the Contractor, terminate the whole or any part of this contract for any of the
following reasons:
(1) If the Contractor fails to make delivery of the supplies or to perform the services
within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this contract, or so
fails to make progress as to endanger performance of this contract in accordance with
its terms, and in either of these two circumstances does not cure such failure within a
period of ten (10) days (or such longer period as the Contracting Officer may
authorize in writing) after receipt of notice from the Contracting Officer specifying
such failure.
(b) In the event the Contracting Officer terminates this contract in whole or in part as
provided in paragraph (a) of this clause, the Contracting Officer may procure, upon such
terms and in such manner as the Contracting Officer may deem appropriate, supplies or
services similar to those so terminated, and the Contractor shall be liable to the Court for any
excess costs for similar supplies or services; provided, that the Contractor shall continue the
performance of this contract to the extent not terminated under the provisions of this clause.
(c) Except with respect to defaults of subcontractors, the Contractor shall not be liable for
any excess costs if the failure to perform the contract arises out of causes beyond the control
and without the fault or negligence of the Contractor. Such causes may include, but are not
restricted to, acts of God or of the public enemy, acts of the District or Federal Government
in either their sovereign or contractual capacity, fires, floods, epidemics, quarantine
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restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the
failure to perform must be beyond the control and without fault or negligence of the
Contractor. If the failure to perform is caused by the default of the subcontractor, and if such
default arises out of causes beyond the control of both the Contractor and the subcontractor,
and without the fault or negligence of either of them, the Contractor shall not be liable for
any excess cost for failure to perform, unless the supplies or services to be furnished by the
subcontractor were obtainable from other sources in sufficient time to permit the Contractor
to meet the required delivery schedule.
(d) If this contract is terminated as provided in paragraph (a) of this clause, the Court, in
addition to any other rights provided in this clause, may require the Contractor to transfer
title and deliver to the Court, in the manner and to the extent directed by the Contracting
Officer, (i) completed supplies, and (ii) such partially completed supplies and materials,
parts, tools, dies, jigs, fixtures plans, drawing information, and contract rights (hereinafter
called "manufacturing materials") as the Contractor has specifically produced or specifically
acquired for the performance of such part of this contract as has been terminated; and the
Contractor shall, upon direction of the Contracting Officer, protect and preserve property in
possession of the Contractor in which the Court has an interest. Payment for completed
supplies delivered to and accepted by the Court will be at the contract price. Payment for
manufacturing materials delivered to and accepted by the Court and for the protection and
preservation of property shall be in an amount agreed upon by the Contractor and
Contracting Officer; failure to agree to such amount shall be a dispute concerning a question
of fact within the meaning of the Disputes clause of this contract. The Court may withhold
from amounts otherwise due the Contractor for such completed supplies or manufacturing
materials such sum as the Contracting Officer determines to be necessary to protect the Court
against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this contract under the provisions of this clause, it is
determined for any reason that the Contractor was not in default under the provisions of this
clause, or that the default was excusable under the provisions of this clause, the rights and
obligations of the parties shall, if the contract contains a clause providing for termination of
convenience of the Court, be the same as if the notice of termination had been issued
pursuant to such clause.
(f) The rights and remedies of the Court provided in this clause shall not be exclusive and
are in addition to any other rights and remedies provided by law or under this contract.
(g) As used in paragraph (c) of this clause, the term "subcontractor(s)" means
subcontractor(s) at any tier.
16. Termination for Convenience of the Court.
(a) The Court may terminate performance of work under this contract in whole or, from time
to time, in part if the Contracting Officer determines that a termination is in the Court's
interest. The Contracting Officer shall terminate by delivering to the Contractor a written
Notice of Termination specifying the extent of termination and effective date.
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