030ADV25Q0128- Synthetic DNA Data Storage LOC RFI.pdf

THE US LIBRARY OF CONGRESS

OFFICE OF THE CHIEF INFORMATION OFFICER

(OCIO)

Request for Information (RFI)

Synthetic DNA Data Storage

April 2, 2025

Library of Congress Request for Information 4/2/2025

Contents

1. REQUEST FOR INFORMATION INSTRUCTIONS

2. QUESTIONS TO BE ANSWERED BY RFI RESPONDANTS

3. STATEMENT OF OBJECTIVES

3.1 Project Title

3.2 Background

3.3 Scope

3.4 Objectives

3.5 Deliverables

3.6 Personnel

3.7 Additional Information

3.7.1 Government Furnished Property and Information

3.7.2 Period and Place of Performance

3.7.3 Proposed Contract Line Item (CLIN) structure

4. FUTURE EVALUATION OF OFFERS

4.1 Two-Step Consideration

5. RELEVANT CLAUSES TO BE INCLUDED IN THE FUTURE SOLICITATION:

5.1 LC52.204-27 HANDLING OF FEDERAL RECORDS (JUL 2021)

5.2 LC52.203-1 CONTRACTOR PUBLICITY (OCT 2013)

5.3 LC52.209-1 CONFLICTS OF INTEREST (OCT 2013)

5.4 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

5.5 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2023)

5.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2025)

5.7 LC52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (DEV) (FEB 2016)

5.8 LC52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS - COMMERCIAL ITEMS (DEV) (MAY 2015)

5.9 LC52.232-25 PROMPT PAYMENT (DEV) (JUL 2013)

5.10 LC52.233-1 52.233-1 (DEV) DISPUTES (MAY 2014)

5.11 LC52.237-1 KEY PERSONNEL (AUG 2014)

1. REQUEST FOR INFORMATION INSTRUCTIONS

This is a Request for Information (RFI). The Library of Congress (LOC) reserves the right to cancel this RFI and any corresponding solicitation issued in the future. This RFI shall not be construed in any way to be a solicitation and is for informational purposes only. Please provide any response electronically via email to Contract Specialist- Riley Leonhardt (rleonhardt@loc.gov) and Contracting Officer- Betsy Lewis- Matsuoka (bmatsuoka@loc.gov) by 2:00pm Eastern Time Monday April 21, 2025.

Please try to keep responses to no more than 15 pages, including cover pages, attachments, appendices, tables, etc. However, 15 pages are NOT required. The Library desires and greatly values concise, informative, and precise answers and contractors are encouraged to be as brief as necessary.

2. QUESTIONS TO BE ANSWERED BY RFI RESPONDANTS

1. Are there certain aspects of the work outlined in the Statement of Objectives (SOO) that are normally completed by sub-contractors? i.e. do companies outsource any processes?

2. Are there industry standard qualifications/certifications the Library should be demanding of the personnel/companies that wish to participate in the solicitation?

3. Do any of the objectives within the SOO require amplification/clarification to ensure greater understanding by the vendor community?

4. Is there an industry standard for pricing or payments? Respondents are encouraged to provide input on the suggested Contract Line Item Number (CLIN) structure and payments schedule listed in section 3.7.3.

5. Does the timeline provided in section 3.5 of the SOO make logical sense based on the current industry standards?

6. Is there any input regarding the clauses shown in section #8? i.e. comments, questions, etc.?

7. Respondents are encouraged to provide rough estimates of pricing to achieve the SOO objectives on a voluntary basis. Any pricing information provided will not be considered a quote.

mailto:rleonhardt@loc.gov mailto:bmatsuoka@loc.gov

3. STATEMENT OF OBJECTIVES

3.1 Project Title

Synthetic DNA Data Storage

3.2 Background

The Library of Congress, hereinafter referred to as the “Library” or “LOC”,” is exploring innovative preservation methods for its digital collections. The LOC is seeking to determine the feasibility of utilizing synthetic DNA data storage for the long-term preservation of a subset of the Library’s digital collections. Currently, the Library manages over 1 billion unique objects of digital preservation data (~31 petabytes) via traditional storage methods. For redundancy, it may be reasonable for this portion of data to be permanently stored on a less accessible medium, like synthetic DNA. The Library aims to demonstrate the feasibility of DNA as a high-density, scalable, and durable medium for digital data storage.

At this time, the Library wishes to examine the feasibility of this method on a small subset of its digital collections. To be successful, a variety of data formats—including video, audio, text, and images— must be encoded onto synthetic DNA, errors must be detected/recorded, preservation techniques must be validated and select data must be recalled/read with high fidelity. This work will contribute to the growing field of DNA-based data storage while pushing the boundaries of access and preservation.

At this time, the Library has no preference regarding the synthesis approach of the vendor. Vendors may use either the ‘base by base’ (short oligo model), the ‘DNA assembly’ (long oligo model), or any other synthesis approach to achieve the desired outcomes written within the Statement of Objectives. In the future, it is likely that the Library will explore all methodologies as part of its effort to determine the most appropriate processes for its specific use-case.

The Library’s contracted services will support desired outcomes, including:

• The successful writing of 1.0Tb of the Library’s digital data in various formats (video, audio, images, text) onto synthetic DNA.

• To determine the accuracy of the synthetic DNA writing process (error detection) without having to read each batch in full.

• The documentation of successful processes, shortcomings, error rates, timelines, potential solutions, risks, trends, and technological improvements throughout the period of performance as they pertain to synthetic DNA data storage.

• Proof of concept for the potential indefinite storage approach of the Library’s data on synthetic DNA.

• The successful recall and reading of selected collection items that have been encoded onto synthetic DNA.

• The isolation of a subset of the data will be carefully curated and stored in ceremonially appropriate vessels, providing both a functional and artistic display of the stored information. This will be done in support of the 250th anniversary of the signing of the Declaration of Independence.

3.3 Scope

The contractor shall develop and implement a comprehensive plan to transfer a designated selection of the Library’s digital collection onto synthetic DNA to determine the feasibility of the Library utilizing this method as a long-term storage solution. The contractor shall provide techniques for indefinite storage of encoded DNA, accurately identify specific data selected by the Library from the encoded DNA, accurately read items selected by the Library, display the scalability of their processes, and employ validation methods to determine the accuracy of the writing process (error rates).

3.4 Objectives

3.4.1 General

a. Support a project kickoff meeting within 5 days after contract award to include:

• Introduction to the project team and discussion of roles.

• Review the contract and functional requirements.

• Review of the draft project management plan submitted with the proposal.

• Discussion of Communications Plan.

• Initiation of immediate tasks (first 30 days).

• Quality and acceptance criteria for deliverables.

b. Develop and implement a Project Management Plan which details quality control measures, milestones, activities, and timelines for the synthetic DNA data storage services.

c. In addition to formal reporting outlined in deliverables table in section 3.5, the contractor shall maintain regular communication with government points of contact regarding roadblocks, schedule, and changes in technical landscape.

3.4.2 Synthetic DNA data storage

a. General The contractor shall:

3.4.a.1 Provide pre-proposal error rates in addition to error rates for any work competed while working with the Library.

3.4.a.2 Document processes, to include shortcomings, for reporting to the Library points of contact.

3.4.a.3 Comply with the September 2024 Office of Science and Technology Policy’s (OSTP) revised Framework for Nucleic Acid Synthesis Screening with respect to sequences of concern (SOCs).

b. Encoding DNA The contractor shall:

https://aspr.hhs.gov/S3/Documents/OSTP-Nucleic-Acid-Synthesis-Screening-Framework-Sep2024.pdf

3.4.b.1 Be capable of receiving and processing digital data in a variety of formats, to include video, audio, images, and text files.

3.4.b.2 Convert the data (4.2.2.1.) into a usable format for encoding data to synthetic

DNA.

3.4.b.3 Utilize a robust encoding protocol for representing diverse data formats (video, audio, text, and images) into synthetic DNA sequences. The encoding process will aim to achieve the highest possible data density while maintaining the ability to faithfully and efficiently reconstruct the original data.

3.4.b.4 Ensure that the encoding process preserves the integrity of the original data with minimal loss or distortion during synthesis. This includes the development of redundancy protocols to mitigate potential errors during encoding and synthesis.

3.4.b.5 Ensure the DNA sequences are synthesized in a way that allows for error detection and validation testing prior to the data being read, minimizing potential corruption during storage or retrieval.

3.4.b.6 Synthesize encoded DNA molecules that accurately represent the data provided by the Library.

c. Storage Mechanisms

3.4.c.1 Store the synthetic DNA in secure and stable conditions to prevent degradation over time, ensuring long-term data preservation.

3.4.c.2 Work with the Library to select appropriate vessels for the ceremonial storage of a small subset of the data. These vessels will balance the practical needs of preserving DNA with the desire to present the data in a meaningful, visually impressive way.

3.4.c.3 Implement mechanisms for error detection and validation in the DNA storage process to detect and validate data integrity before retrieval, preventing the risk of corrupted or incomplete data upon reading.

d. Searchability of Stored Data

3.4.d.1 Implement a DNA encoding system to make the stored data searchable so that the data can be queried without requiring full-scale decoding of all contents within the dataset.

3.4.d.2 Implement retrieval mechanisms that make it possible to access the desired stored data in a way that is not prohibitively inefficient.

e. Data Retrieval and Decoding

3.4.e.1 Implement a decoding system that accurately reconstructs the original data (video, audio, text, and images) from synthetic DNA sequences. This process must preserve the fidelity of the original content, minimizing errors in translation from DNA back to digital formats.

3.4.e.2 Incorporate real-time error-checking during data retrieval to identify and correct any discrepancies or errors in the DNA sequence that could affect the integrity of the decoded data.

3.4.e.3 Ensure that the decoding process is efficient enough to allow for the extraction of large data sets in a timeframe that is competitive with the current industry standard, while also being adaptable to future increases in data volume.

3.4.e.4 Disclose, in full, all data loss from reconstituted files. Provide the Library all files containing errors in addition to the corrected files.

f. Scalability and Future-Proofing

3.4.f.1 Ensure that the system is compatible with future advancements in DNA synthesis, sequencing technologies, and data management tools to maintain flexibility and adaptability as the field evolves.

3.4.f.2 Display the scalability, both in capabilities and cost, of the utilized processes to the petabyte scale.

3.5 Deliverables

The contractor shall provide the following:

Item No: Description Due Date

1. Performance Work Statement and Project

Management Plan With Proposal

2. Leading the kickoff meeting (in coordination with the Contracting Officer and COR)

Within 5 days after award

3. Presentation of Final Performance Work Statement and Project Management Plan updated with LOC comments incorporated.

Within 10 days after award

4. A formal report detailing the processes, lessons learned, and results regarding the complete encoding of the Library’s GFI (digital preservation data) to synthetic DNA.

NLT 60 days after award

5. Validation testing of the encoded DNA NLT 60 days after item #4 is complete

6. A formal report detailing the error rates from validation testing and corrective actions required to remediate any known errors

NLT 30 days after #5 is complete

7. A formal report detailing the processes, lessons learned and results regarding the searchability of the Library’s data within the encoded DNA.

NLT 120 days after item #4 is complete

8. A formal report detailing the processes, lessons learned and results regarding the recall and reading of select data from encoded DNA.

NLT 240 days after item #4 is complete

9. Digital copies of select data derived from the encoded DNA

NLT 240 days after item #4 is complete

10. Ship ceremonially stored samples to the Library NLT May 15th,

11. Encode, validate, store, and sequence an additional 500GB of data per the objectives stated in Section 4 of this document

OPTION ITEM

12. Ship entire preserved collection to the Library NLT the end of the PoP

13. A formal report detailing the scalability of the executed processes to the petabyte scale. Report must not only contain commentary on technical capabilities but also cost.

NLT the end of the PoP

14. Project Management: periodic reporting; bi-weekly status updates, progress reports, anticipated roadblocks, etc.

Every 14 days

3.6 Personnel

The following positions shall be designated as key personnel in accordance with Library Clause LC52.237- 1:

• Project Manager - Minimum qualifications shall include:

o Ability to communicate both orally and in writing with senior level executives o Ability to meet critical deadlines o Expertise in oversight of federal contract execution o At least 5 years of project management experience with demonstrated success in the planning and execution of projects of similar scope, complexity, and timeframe o Project Management Institute (PMI) – Project Management Professional (preferred, not required)

The contractor shall provide a Project Manager who shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the contractor when the Project Manager is absent on a short-term basis shall be designated in writing to the Contracting Officer. The Project Manager or alternate shall have full authority to act for the contractor on all contract matters relating to daily operation of this contract. The Project Manager or alternate shall be available during core business hours (11:00AM-3:00PM EST), Monday-Friday.

3.7 Additional Information

3.7.1 Government Furnished Property and Information

The Library will provide the following Government Furnished Information (GFI):

• The following items are provided with the solicitation:

- Library’s Project Management Plan template.

• After contract award, the following documents will be made available to the contractor:

- Preservation data to be utilized for this project (1.0Tb of digital data with an optional 500GB of additional data) to be transferred to Contractor after award via secure data transfer service.

o NOTE: No LOC Network Access will be required under this requirement.

3.7.2 Period and Place of Performance

The Period of Performance will be one year, with an optional task to be executed within the base year’s period of performance.

The work under the contract will be performed at the Contractor’s Facility, communications will occur in a digital environment.

3.7.3 Proposed Contract Line Item (CLIN) structure

This contract will be a firm-fixed-price contract. The following chart is a LOC proposed Contract Line Item (CLIN) structure for these requirements. Pricing would occur by CLIN and payments would be made upon delivery:

CLIN # Description Contract Period

Period of Performance Start

Period of Performance End

Payment Due

Project Management Deliverables (Formal report on testing and validation, Formal report on lessons learned from sequencing, Formal reporting on recall and reading of

DNA)

Base 08/25/2025 08/24/2026 Within 30 days of receipt of each formal report.

0002 Encoding, validating, storing, and sequencing 1TB of data to synthetic

DNA.

Base 08/25/2025 08/24/2026 Payment due upon completion of encoding 1TB of synthetic DNA.

Payment due upon completion of decoding 1TB of synthetic DNA.

0003 Ceremonial storage vials for America 250 time capsule (The contractor shall prepare a select portion of the data for storage in the A250 time capsule.

This data will be sourced from the 1TB listed in item #1, and the items will be selected by the Library's DNA Data Storage Working Group.)

Base 08/25/2025 03/24/2026 Payment due upon receipt of vials with DNA.

0004 OPTIONAL BASE TASK- Encoding, validating, storing, and sequencing additional 500GB of data to synthetic

DNA

Option 08/25/2025 08/24/2026 Payment due upon completion of encoding 500GB of synthetic

DNA.

Payment due upon completion of decoding 500GB of synthetic

DNA.

4. FUTURE EVALUATION OF OFFERS

Details regarding the specifics of submissions in responses and how each factor will be considered will be provided in the anticipated future solicitation. This information is provided on an INFORMATIONAL basis ONLY and the LOC reserves the right to alter factors and methods of consideration in the anticipated future solicitation.

In the anticipated future solicitation, evaluation of offers will occur on a Best Value-Trade Off basis in which award will be made to the Schedule Contractor whose proposal is determined to represent the “Best Value” to the Library after consideration of all evaluation factors.

A “trade-off” approach will be performed through an integrated assessment of price and non-price factors; non-price factors when combined are significantly more important than price.

It is anticipated Best Value will be determined through the evaluation of the following factors listed in order of importance:

Factor 1 – Technical Understanding of Requirements Factor 2 – Technical Approach

Factor 3 – Project Management Plan Factor 4 – Price

All evaluation factors other than cost or price, when combined, will be significantly more important than cost or price.

4.1 Two-Step Consideration

The government intends to employ as two-step consideration process for the future solicitation. Step-1 in which offerors will submit their response to Factor 1–Technical Understanding of Requirements will occur first. After the Government completes evaluation of the Step- 1, offerors will receive an advisory notification via email from the Library. This notification will advise the offeror of the Government’s advisory recommendation to proceed or not to proceed with Step-2 submission of Factors 2-4.

Offerors who were not among the most highly rated in Step-1 will be advised that they are unlikely to be viable competitors, along with the general basis for the Library’s advisory recommendation. The intent of this advice is to minimize development costs for those offerors with little to no chance of receiving an award. However, notwithstanding the advice provided by the Government in response to their Step-1 submissions, all respondents may participate in Step-2.

5. RELEVANT CLAUSES TO BE INCLUDED IN THE FUTURE SOLICITATION:

The following in relevant clauses to be included in potential future solicitations for requirements listed in the Statement of Objectives (SOO). These clauses are included for INFORMATIONAL purposes only to provide context to respondents.

5.1 LC52.204-27 HANDLING OF FEDERAL RECORDS (JUL 2021)

(a) Definitions “Records,” as defined in 36 C.F.R. § 703.4(a), includes all books, papers, maps, photographs, reports, and other documentary materials, exclusive of materials in the Library’s collections, regardless of physical form or characteristics, made or received and under the control of the Library in pursuance of law or in connection with the transaction of public business, and retained, or appropriate for retention, by the Library as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the government or because of the informational value of data contained therein. The term refers only to such items in being and under the control of the Library.

It does not include the compiling or procuring of a record, nor does the term include objects or articles, such as furniture, paintings, sculpture, three-dimensional models, structures, vehicles, and equipment.

All data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Privacy Act of 1974 (5 U.S.C. 552a), as amended, and Library of Congress regulations at 36 CFR Part 703.

(b) Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII https://www.ecfr.gov/cgi-bin/retrieveECFR?gp=&SID=34ff924acec3313490e05725763ecf33&mc=true&n=pt36.3.703&r=PART&ty=HTML#se36.3.703_14 http://uscode.house.gov/view.xhtml?req=(title:5%20section:552a%20edition:prelim)%20OR%20(granuleid:USC-prelim-title5-section552a)&f=treesort&edition=prelim&num=0&jumpTo=true https://www.ecfr.gov/cgi-bin/text-idx?SID=5ef4d7076738157c2a8eb718cad0d74c&mc=true&node=pt36.3.703&rgn=div5

Subchapter B, Library of Congress regulations at 36 CFR Part 703 and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, Contractor shall manage and schedule records for disposition only as permitted by statute or regulation.

3. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or which is exempted from public disclosure by 36 C.F.R. 703.5.

4. The Library of Congress shall own the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which the Library of Congress shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

5. In accordance with 36 CFR 1222.32, Contractor shall maintain and manage all records in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

6. The Contractor shall only remove records from the legal custody of the Library of Congress or destroy them in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report the event to the Contracting Officer.

7. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to Library of Congress control unless otherwise directed by the Contracting Officer.

8. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the contract vehicle in accordance with instructions provided by the Contracting Officer. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

https://www.ecfr.gov/cgi-bin/text-idx?SID=5ef4d7076738157c2a8eb718cad0d74c&mc=true&node=pt36.3.703&rgn=div5 http://uscode.house.gov/view.xhtml?req=(title:5%20section:552a%20edition:prelim)%20OR%20(granuleid:USC-prelim-title5-section552a)&f=treesort&edition=prelim&num=0&jumpTo=true https://www.ecfr.gov/cgi-bin/text-idx?SID=bde5fa732c19acc3d25f41f4a242fd04&mc=true&node=pt36.3.1222&rgn=div5 http://www.ecfr.gov/cgi-bin/text-idx?SID=4c9f630f7ee31bb25532797a38f01a3a&mc=true&node=se36.3.703_15&rgn=div8 https://www.ecfr.gov/cgi-bin/text-idx?SID=bde5fa732c19acc3d25f41f4a242fd04&mc=true&node=pt36.3.1222&rgn=div5 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section2701&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section2701&num=0&edition=prelim

9. The Contractor shall not create or maintain any records containing any non-public Library of Congress information that are not specifically authorized by the contract.

10. All Contractor employees assigned to this contract who create, work with, receive, store, or otherwise handle records shall take Library of Congress-provided records management training.

The Contractor shall be responsible for confirming training has been completed.

11. The Contractor shall obtain the Contracting Officer’s approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts.

12. 12. The Contractor (and any sub-contractor) shall abide by Government and Library of Congress guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information. The Contractor shall immediately notify the Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment.

(c) Flowdown of requirements to subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this contract vehicle, and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

(End of Clause)

5.2 LC52.203-1 CONTRACTOR PUBLICITY (OCT 2013)

The Contractor, or any entity or representative acting on behalf of the Contractor, may not refer to the equipment or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer. Should any reference to such equipment or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government will consider institution of all remedies available under applicable law.

(End of Clause)

5.3 LC52.209-1 CONFLICTS OF INTEREST (OCT 2013)

The services required in performance of this contract involve access to non-public information and/or services that are closely associated with the performance of inherently governmental functions that may result in conflicts of interest related to this contract, other contracts, or future contracts for which the contractor may intend to compete. Federal Acquisition Regulation subpart 9.5 describes circumstances and provides illustrative examples of circumstances that may give rise to conflicts of interest.

The Contractor must identify to the contracting officer any conflicts of interest, actual or potential, that may reasonably be expected to arise in performance of this contract. The contractor must provide a detailed written description of the conflict of interest and a plan explaining any and all steps the Contractor will undertake to avoid or mitigate the conflict. Failure to disclose actual or potential conflicts of interest may subject the Contractor to corrective action including but not limited to termination of this contract, debarment of the contractor, and/or other appropriate civil or criminal actions.

It is solely within the discretion of the Library to determine whether or not a conflict of interest exists and whether any mitigation plan submitted by the Contractor mitigates a conflict.

The Contractor shall include this clause in all subcontracts, consultant agreements, and lower tier subcontracts unless a waiver is granted by the Contracting Officer.

(End of Clause)

5.4 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov

(End of Clause)

FAR Number Title Date

52.243-1 CHANGES—FIXED-PRICE AUG 2018

5.5 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference.

The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C.

chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(C$END-OF-CLAUSE)

5.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (JAN 2025)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved]

[X] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title

II).

[] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (31 U.S.C. 6101 note).

[X] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved]

[] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved]

[] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (20) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (JAN 2025) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2025) of 52.219–9.

[] (v) Alternate IV (JAN 2025) of 52.219–9.

[] (22)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (23) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (25) 52.219–27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

[] (26) (i) 52.219-28, Postaward Small Business Program Rerepresentation (JAN 2025) (15 U.S.C.

632(a)(2)).

[] (ii) Alternate I (MAR…