SOLICITATION -BINDING SERVICES.pdf

TABLE OF CONTENTS

Section 1 - The Schedule

• SF 1449 cover sheet

• Continuation To SF-1449, RFQ Number 191N6526R0003, Prices, Block 23

• Continuation To SF-1449, RFQ Number 191N6526R0003, Schedule Of Supplies/Services, Block 20 Description/Specifications/Work Statement

• Attachment 1 to Description/Specifications/Performance Work Statement, Government Furnished Property

Section 2 - Contract Clauses

• Contract Clauses

• Addendum to Contract Clauses - FAR and DOSAR Clauses not Prescribed in Part 12

Section 3 - Solicitation Provisions

• Solicitation Provisions

• Addendum to Solicitation Provisions - FAR and DOSAR Provisions not Prescribed in

Part 12

Section 4 - Evaluation Factors

• Evaluation Factors

• Addendum to Evaluation Factors - FAR and DOSAR Provisions not Prescribed in

Part 12

Section 5 - Representations and Certifications

• Offeror Representations and Certifications

• Addendum to Offeror Representations and Certifications - FAR and DOSAR

Provisions not Prescribed in Part 12

SECTION 1 - THE SCHEDULE

CONTINUATION TO SF-1449

RFQ NUMBER 191N6526R0003

PRICES, BLOCK 23

I. PERFORMANCE WORK STATEMENT

A. The purpose of this Indefinite-Delivery Indefinite-Quantity type contract with firm fixed prices is to provide binding/printing services for publications and the manufacture of pecha boxes, to Library of Congress New Delhi Office (LOC-Delhi), American Embassy, 24 Kasturba Gandhi Marg, New Delhi, India in accordance with attached description/ specifications/ work statement and Attachment A.

B. The contract will be for a one-year period from the date of the contract award, with two one-year option.

II. PRICING

The firm-fixed unit prices below shall include all direct and indirect costs, overhead, and profit.

The prices include all expenses and materials required to complete the work.

The currency of this contract is in Indian Currency.

II.1. BASE PERIOD PRICES

Option Term: Twelve (12) Months from date of award and continuing for a period of twelve months

MINIMUM AND MAXIMUM AMOUNTS

Sr.

No.

Category Unit of measure

Rate per unit (Rs.)

Estimated* Annual quantity

Total Estimated Amount (Rs.)

1.

PERIODICALS SUEDE

PERFECT BINDING with screen printing of title on spine; Library of Congress Control Number (LCCN) on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

1 Bound volume

10,000

2. MONOGRAPH SUEDE

screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

1 Bound

19,600

3. PECHA BOXES SUEDE

with screen printing of title on spine. Size of unboxed publication not to exceed 55cm in length and 10 cm in width.

3. MISCELLANEOUS BOXES

SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed- 23.5X30.5X3.5 inches

TOTAL ESTIMATED AMOUNT

GST @

GRAND TOTAL INCLUDING GST

During this contract period, the Government shall place orders totaling a minimum of Rs.1,000. This reflects the contract minimum for this period of performance. The amount of all orders shall not exceed Rs.3,300,000. This reflects the contract maximum for this period of performance.”

II.2. FIRST OPTION YEAR PRICES

Option Term: Starting on end of Base Period and continuing for a period of twelve months exceed Rs.3,400,000. This reflects the contract maximum for this period of performance.”

Category Unit of measure

Rate per unit (Rs.)

Estimated* Annual quantity

Total Estimated screen printing of title on spine; Library of Congress Control Number (LCCN) on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

10,000

2. MONOGRAPH SUEDE

PERFECT BINDING with screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

19,600

3. PECHA BOXES SUEDE

with screen printing of title on spine. Size of unboxed publication not to exceed 55cm in length and 10 cm in width.

1 Bound volume

4. MISCELLANEOUS BOXES

SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed- 23.5X30.5X3.5 inches

1 Bound

II.3. SECOND OPTION YEAR PRICES -

Option Term: Starting on end of Option Year One and continuing for a period of twelve months exceed Rs.3,600,000. This reflects the contract maximum for this period of performance.”

Category Unit of measure

Rate per unit (Rs.)

Estimated* Annual quantity

Total Estimated screen printing of title on spine; Library of Congress Control Number (LCCN) on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

1 Bound volume

10,000

2. MONOGRAPH SUEDE

PERFECT BINDING with screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

1 Bound volume

19,600

3. PECHA BOXES SUEDE

with screen printing of title on spine. Size of unboxed publication not to exceed 55cm in length and 10 cm in width.

1 Bound volume

4. MISCELLANEOUS BOXES

SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed- 23.5X30.5X3.5 inches

1 Bound

II.4. THIRD OPTION YEAR PRICES -

Option Term: Starting on end of Option Year Two and continuing for a period of twelve months exceed Rs.3,700,000. This reflects the contract maximum for this period of performance.”

Category Unit of measure

Rate per unit (Rs.)

Estimated* Annual quantity

Total Estimated screen printing of title on spine; Library of Congress Control Number (LCCN) on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

10,000

2. MONOGRAPH SUEDE

PERFECT BINDING with screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

1 Bound volume

19,600

3. PECHA BOXES SUEDE

with screen printing of title on spine. Size of unboxed publication not to exceed 55cm in length and 10 cm in width.

1 Bound volume

4. MISCELLANEOUS BOXES

SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed- 23.5X30.5X3.5 inches

1 Bound

II.5. FOURTH OPTION YEAR PRICES -

Option Term: Starting on end of Option Year Three and continuing for a period of twelve months

*This amount is based on total estimated Government requirements. If more than one award is made, the estimated amount of work awarded under task order(s) to any single contractor will be less. The Government provides no guarantee of meeting this estimated quantity, except the minimum amount provided below.

Category Unit of measure

Rate per unit (Rs.)

Estimated* Annual quantity

Total Estimated screen printing of title on spine; Library of Congress Control Number (LCCN) on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

1 Bound volume

10,000

2. MONOGRAPH SUEDE

PERFECT BINDING with screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

1 Bound volume

19,600

3. PECHA BOXES SUEDE

with screen printing of title on spine. Size of unboxed publication not to exceed 55cm in length and 10 cm in width.

1 Bound volume

4. MISCELLANEOUS BOXES

SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed 23.5X30.5X3.5 inches

1 Bound reflects the contract minimum for this period of performance. The amount of all orders shall not exceed Rs.3,987,689. This reflects the contract maximum for this period of performance.”

III. GOODS AND SERVICES TAX ( GST)

GST is not applicable to this contract and shall not be included in the CLIN rates. Instead, it will be priced as a separate Line Item in the contract and on Invoices. Local law dictates the portion of the contract price that is subject to GST; this percentage is multiplied only against that portion. It is reflected for each performance period.

Total of base period _____________

Total of optional period 1 _____________

Total of optional period 2 _____________

Total of optional period 3 _____________

Total of optional period 4 _____________

GST @ _____________

Grand Total inclusive of GST _____________

CONTINUATION TO SF-1449,

RFQ NUMBER 191N6526R0003

SCHEDULE OF SUPPLIES/SERVICES, BLOCK 20

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

I. General Scope of Work

This contract for the Library of Congress New Delhi Office (LOC-Delhi) covers the binding/printing of publications and the manufacture of pecha boxes for the collections of the Library of Congress in Washington as well as approximately 55 American and Canadian universities who participate in the South Asia Cooperative Acquisitions Program (SACAP). Publications include print monographs, periodicals and Tibetan pecha texts. Methods and materials used must result in volumes and pecha boxes that are sturdy, durable and flexible enough for library use.

II. Assessment of Proposals

All proposals shall be evaluated against binding/printing in three categories.

A. Pricing for three categories:

i. PERIODICALS SUEDE PERFECT BINDING with screen printing of title on spine; Library of Congress Control Number (LCCN) on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

ii. MONOGRAPH SUEDE PERFECT BINDING with screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

iii. PECHA BOXES SUEDE with screen printing of title on spine. Size of unboxed publication not to exceed 55cm in length and 10 cm in width.

iv. MISCELLANEOUS BOXES SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed- 23.5X30.5X3.5 inches.

B. Quality of binding/printing and pecha boxes shall meet specifications as stated in

Section V (4), (5), (6) and VI. Prior to the determination of the awardee of this contract, all bidders must submit:

i. one bound monograph and one bound volume of periodicals as samples of their binding methods

ii. samples of the six materials stated under V (6) “Materials Specifications”

C. Demonstrated ability to deliver expected bindery services. LOC-Delhi shall assess the ability to provide services through the following questions which must be answered

i. Total number of employees

ii. Number of employees dedicated to the LOC-Delhi contract

iii. Statement regarding binding facilities including but not limited to the following:

Machinery and work processes that ensure consistent quality Flood prevention measures Number and type of shelving to demonstrate materials will not be stored on the floor.

General description of facilities for processing and storage of materials.

III. Period of Contract and Terms of Payment

1. Contract covers the period of one base year and four one-year period options from date of the award of the contract. The total amount per annum shall not exceed $40,000.

2. Payment shall be by EFT to the contractor’s bank account on record.

3. Payment shall be authorized upon receipt and verification of bound volumes accompanied by invoices.

4. All deliveries of bound volumes shall be accompanied by original invoices. All completed binding orders shall be returned as one complete order; orders may not be split or returned in parts.

5. The payment shall be processed only after LOC-Delhi certifies that the quality of the bound monographs, periodicals, and pecha text boxes have met specifications listed in V (4), (5), (6) and VI.

6. LOC-Delhi and the contractor shall not make amendments to this contract without separate negotiation through the American Embassy Procurement Section.

IV. Terminology

1. Binding/printing Order: Each binding/printing order consists of a complete list of unbound publications given to the contractor. The order includes the following details relating to each title: number of copies; number of issues (for periodicals); LCCN (Library of Congress Control Number) (for periodicals); material to be used for cover boards; note sheets and pockets to be included or not. Each shipment of periodicals and monographs to be bound constitutes one binding/printing order.

2. Publication Size: Size of publication is determined prior to binding. All measurements are in centimeters. The size of publication shall be determined by the height or width, whichever is longer. Any dispute in size shall be resolved prior to an order given to the contractor.

V. Terms of Contract

1. Pricing: There shall be four pricing levels determined by format of the publications:

a. PERIODICAL SUEDE PERFECT BINDING with screen printing of title on spine; LCCN on front fly leaf. Neither height nor width of unbound publication can exceed 60cm.

b. MONOGRAPH SUEDE PERFECT BINDING with screen printing of title on spine. Neither height nor width of unbound publication can exceed 60cm.

c. PECHA BOXES SUEDE with screen printing on spine. Size not to exceed 55cm in length and 10 cm in width.

d. MISCELLANEOUS BOXES SUEDE - for Scroll Paintings and Almanac with screen printing of title on spine. Size of Box not to exceed-23.5X30.5X3.5 inches.

2. Rush requests

a. LOC-Delhi agrees to pay special handling charges of 10% for all rush binding requests.

b. For occasional “rush” orders for monographs and periodicals: to be returned no later than 4 work days from pick-up

3. Specifications for the Pick-up of Unbound Monographs and issues of Periodicals

a. The contractor shall pick up monographs, periodicals and pechas to be bound or boxed at the LOC-Delhi site after receiving a Task Order.

b. The contractor shall follow a regular agreed upon schedule.

c. The contractor shall notify LOC-Delhi of any change in delivery of bound volumes – one week notice for change in delivery of bound periodical volumes and/or Miscellaneous Boxes; 3 days’ notice for change in delivery of bound monographs and/or pecha boxes.

d. All outgoing binding/printing orders shall be verified by contractor against the binding/printing orders given by LOC-Delhi at the time of pick-up. Any disputes regarding order shall be settled at time of pick-up. Both contractor and LOC-Delhi shall sign binding/printing orders prior to volumes leaving LOC- Delhi premises.

e. LOC-Delhi shall not add non-listed materials to the order. The contractor may reject any title/volume not listed on the order.

f. The contractor shall provide 48-hour notice of pick-up or delivery of materials.

4. Specifications for Delivery of Bound Volumes

The binder shall abide by the following schedule:

a. For periodicals: one lot of minimum 1,000 volumes to be returned within 45 calendar days.

b. For monographs: one lot of minimum 1,000 monographs, to be returned within 30 calendar days.

c. For occasional “rush” orders for monographs and periodicals: to be returned no later than 4 work days from pick-up.

d. Bound volumes shall be accompanied by original invoices.

e. Bound volume shipments must be supplied as ordered.

i. All invoices must correspond to orders

ii. Contractor is not permitted to split an order. All orders must be returned complete.

iii. Contractor is not permitted to combine orders.

f. Mutually agreed upon schedule shall be adhered to by both parties except when the contractor and LOC-Delhi agree to a different schedule for pick-up, delivery or return of specific item(s).

5. Binding/Printing Specifications

a) Periodicals: Periodical issues shall be arranged by volume and number. LOC-Delhi shall provide the contractor a “guide copy” with accompanying written instructions for the collation of periodicals issues for all volumes of that title to be bound with printing. Contractor’s collation of individual issues as per “guide copy” shall be error-free. Contractor reserves the right not to bind/print if collation in the “guide copy” is incorrect. Note sheets and pockets shall be added if necessary and as per instructions provided with the guide copy.

b) Special collation shall be done for law journals, and publications in an unstitched form such as loose newspaper type publications. Written instructions will be provided by LOC-Delhi.

c) The old stitching of publications shall be opened.

d) Publications, whether monographs or periodicals, shall be section-sewn by thread.

Very thin publications and publications in loose leaf format should be cross-stitched.

e) Superior quality buckram cloth must be used to cover spines of all volumes

(periodicals and monographs) and cross-stitched.

f) Two fly leaves must be attached to the front and two to the back of each volume

(total of four fly leaves).

g) Bound volumes shall be pressed with heavy press machine to keep volumes flat.

h) Tail bands on top and bottom must be provided in every volume.

i) Library of Congress Control Number (LCCN) to be printed in black ink on the top right hand corner of the second fly leaf attached to the front for all periodical bound volumes.

j) For all vernacular periodical volumes bound for the Library of Congress collections only, volume and issue numbers to be printed in black ink under the LCCN, on the second fly leaf.

k) All periodicals bound volumes for the Library of Congress collections will have only the printed title on the spine.

l) All periodicals bound for SACAP will have title, volume and issue numbers and dates printed on the spine.

m) Printing of title on spines of publications shall be screen printing with white ink.

The typeface used shall be of good quality as per the following specifications: 18-point type for volumes thicker than two and half cms, 14-point for volumes thinner than two and half cms, and 12-point for volumes thinner than one cm. The typeface shall be in good condition and the alignment of typefaces must be accurate.

n) Guards with paper packing shall be inserted wherever required.

o) Pockets shall be affixed to bound volumes in order to hold accompanying maps, charts, CDs, DVDs on the inner side of back hard board cover.

p) Torn pages shall be joined with transparent superior quality tissue paper.

q) In all instances when the end space is too narrow to permit sewing, contractor must obtain prior approval for perfect binding of such volumes.

r) Contractor shall leave text blocks untrimmed to preserve text, marginal notes, illustrations, and the folds of maps and other inserts.

s) Trimming of irregularly-sized periodical issues for the purpose of making them uniform is expressly forbidden.

t) The spine of the bound monographs and periodicals must be flat and thick enough to accommodate printing of title on spine.

u) The spine printing shall use white ink which is durable and does not fade.

v) Color of the material used for binding of monographs and periodicals will depend on the country of publication (India, Bangladesh, Nepal, Sri Lanka, Bhutan and Maldives) with the exception of Tibetan publications (see below).

w) Color of the material used for binding Tibetan monographs, periodicals and for pecha boxes will be orange.

x) Color of the material used for binding Miscellaneous Box for Scroll Painting and Almanac will be the same color used for binding Indian publications.

6. Material Specifications

All material used for this binding/printing purpose shall meet standards stated below and be manufactured by a reputable company.

a. Paper: White paper used for binding shall be acid-free, flexible and durable.

b. Cover board: Cover board shall be smooth and flat, free from lumps and other imperfections.

c. Suede: Materials used in covering cover boards shall be suede of superior quality and durability and must be pre-approved by LOC-Delhi.

d. Color of materials for cover boards: The color of suede used for cover boards will be pre-approved by LOC-Delhi to differentiate countries of publication.

e. Buckram: Buckram cloth must be strong and of superior quality.

f. Adhesive: Adhesives used for all processes shall be capable of forming permanent bond between the surfaces to be joined. The adhesive force shall be such that the bonded materials cannot be separated without damaging them.

Malodorous adhesives must not be used.

g. Thread: Thread for sewing shall be cotton, nylon or cotton-covered polyester, and shall be of appropriate diameter so as to control swelling of the bound volume

VI. Specifications for End Processing

a. All bound periodicals for Library of Congress shall receive magnetic security strips inserted by the contractor in the spine. LOC-Delhi shall supply all security strips as well as instructions on insertion of security strips.

b. Edge stamps shall be applied by the contractor at the time of return of bound periodicals for Library of Congress. LOC-Delhi shall supply ownership stamps.

VII. Specifications for Quality Control

a. Contractor shall perform quality control of each bound volume, to ascertain that it meets standards and specifications mentioned in V (5), (6) and VI. Habitual noncompliance to the standards and specifications of the contract may result in cancelation of the contract.

b. All bound volumes shall be reviewed by LOC-Delhi:

i. LOC-Delhi reserves the right to withhold payment and/or return any volume for rebinding/reprinting of volumes that does not meet specifications.

ii. LOC-Delhi will conduct quality checks of all bound publications returned, in the presence of the contractor. Items requiring correction and re-binding / re-printing will be given to the contractor, and must be returned within five work days for final quality check.

VIII. Communication

Contractor's Project Manager - The Contractor shall provide a Project Manager who shall be responsible for the administration, supervision, and coordination of its Government operations. The Project Manager shall have in-depth knowledge of the technical aspect of library binding/printing, and a working knowledge of the bibliographical aspect of library binding/printing as evidenced by a Curriculum Vitae and shall have adequate authority to make decisions for the timely resolution of problems. The Project Manager shall coordinate closely with the COR.

KEY PERSONNEL.

The Contractor shall assign to this contract the following key person to the identified position/function:

POSITION/FUNCTION NAME

Project Manager * ________________*

* To be completed at time of award.

During the first 90 days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment.

The Contractor shall notify the COR within 10 calendar days after the occurrence of any of these events and provide a detailed explanation of the circumstances necessitating the proposed substitution, complete resume for the proposed substitute, and any additional information requested by the COR. The proposed substitute must possess qualifications comparable to the original key person, as well as satisfying any minimum standards set forth elsewhere in the solicitation/contract.

After the first 90 days, the Contractor may substitute a key person if the Contractor determines the change is necessary. However, prior to making that substitution, the contractor shall provide a complete resume for the proposed substitute, and any additional information requested by the Contracting Officer. The proposed substitute shall possess qualifications comparable to the original key person and meet the minimum standards set forth in the contract.

IX. Inspection of the Binding Facility

At any time during the contract period, the contractor shall permit representatives of LOC-Delhi to inspect the binding/printing facility during its normal working hours. The binding/printing facility must be secure from floods, water spills and splashes, mildew, fire hazard and other hazards that could damage US Government property.

X. INSURANCE

INSURANCE - The Contractor is required by FAR 52.228-5, "Insurance - Work on a Government Installation" to provide whatever insurance is legally necessary. The Contractor shall at its own expense provide and maintain during the entire performance period the following insurance amounts:

Comprehensive General Liability Coverage

Bodily Injury:

Per Occurrence Cumulative

Rs.100,000 per year Rs.1,000,000 per year

Property Damage:

Per Occurrence Cumulative

Rs.100,000 per year Rs.1,000,000 per year

Workers’ Compensation and Employer’s Liability Coverage

Workers’ Compensation and Occupational Disease Statutory, as required by host country law

As per the Indian Workmen’s Compensation Act and/or Employee State Insurance Act

Employer’s Liability Statutory, as required by host country law

As per the Indian Workmen’s Compensation Act and/or Employee State Insurance Act

The foregoing types and amounts of insurance are the minimums required. The Contractor shall obtain any other types of insurance required by local law or that are ordinarily or customarily obtained in the location of the work. The limit of such insurance shall be provided by law or sufficient to meet normal and customary claims.

The Contractor agrees that the Government shall not be responsible for personal injuries or for damages to any property of the Contractor, its officers, agents, servants, and employees, or any other person, arising from an incident to the Contractor's performance of this contract. The Contractor shall hold harmless and indemnify the Government from all claims arising therefrom, except in the instance of gross negligence on the part of the Government.

The Contractor shall obtain adequate insurance for damage to, or theft of, materials and equipment in insurance coverage for loose transit to the site or in storage on or off the site.

The general liability policy required of the Contractor shall name "the United States of America, acting by and through the Department of State", as an additional insured with respect to operations performed under this contract.

XI. Invoicing

a. One Task Order (Monographs and/or Periodicals) will include 1,000 to 6,000 pieces.

b. This Task Order will have OFORS-generated multiple Binding Lists. Each Binding List shall not exceed 300 pieces.

c. Upon completion of the complete Task Order, the contractor will raise as many multiple invoices as needed.

d. Each invoice must have the exact number of pieces in each corresponding Binding List. For example, if the complete Task Order was for 1,450 pieces, the contractor will raise a total of 5 invoices (4 invoices with 300 pieces each, and one invoice with 250 pieces).

XII. Default

a. Failure of the contractor to meet the requirements of the contract shall constitute default. LOC-Delhi shall notify the contractor in writing of unsatisfactory services, poor workmanship, or other conditions of default. Failure of the contractor to correct the conditions of default at the contractor’s own expenses, or to come to a resolution with LOC-Delhi within 14 days shall constitute default. Recurrences of unsatisfactory service shall constitute default.

b. Cancellation for Noncompliance: Either the contractor or LOC-Delhi shall have the option to cancel the contract upon 30 days of written notice to the other party for performance that is not in compliance with all instructions and specification stated herein.

c. Subcontracting: All services shall be done on the binding premises. The contractor must own a cutting machine, pressing machine, letter embossing machine, binding machine such as hard cover, hot glue and sewing book machine, as well as other ancillary machines in their facility. No subcontracting of this work will be permitted without prior written approval of LOC-Delhi.

QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan provides an effective method to promote satisfactory contractor performance. The QASP provides a method for the Contracting Officer's Representative (COR) to monitor Contractor performance, advise the Contractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory performance. The Contractor, not the Government, is responsible for management and quality control to meet the terms of the contract.

The role of the Government is to monitor quality to ensure that contract standards are achieved.

Performance Objective Scope of Work

Paragraphs Performance Threshold

Services.

Performs all above mentioned services set forth in the scope of work.

As mentioned above

All required services are performed and no more than one

(1) customer complaint is received per month.

[1. SURVEILLANCE. The COR will receive and document all complaints from Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

2. STANDARD. The performance standard is that the Government receives no more than one (1) [Note to Contracting Officer: Insert other number if desired] customer complaint per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR 52.212.4, Contract Terms and Conditions-Commercial Items (May 2001), if any of the services exceed the standard.

3. PROCEDURES.

(a) If any Government personnel observe unacceptable services, either incomplete work or required services not being performed they should immediately contact the

COR.

(b) The COR will complete appropriate documentation to record the complaint.

(c) If the COR determines the complaint is invalid, the COR will advise the complainant. The COR will retain the annotated copy of the written complaint for his/her files.

(d) If the COR determines the complaint is valid, the COR will inform the Contractor and give the Contractor additional time to correct the defect, if additional time is available. The COR shall determine how much time is reasonable.

(e) The COR shall, as a minimum, orally notify the Contractor of any valid complaints.

(f) If the Contractor disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor will notify the COR. The COR will review the matter to determine the validity of the complaint.

(g) The COR will consider complaints as resolved unless notified otherwise by the complainant.

(h) Repeat customer complaints are not permitted for any services. If a repeat customer complaint is received for the same deficiency during the service period, the COR will contact the Contracting Officer for appropriate action under the Inspection clause.]

SECTION 2 - CONTRACT CLAUSES

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.

https://www.acquisition.gov/far/part-52#FAR_52_233_1

(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, https://www.acquisition.gov/far/part-52#FAR_52_202_1 https://www.acquisition.gov/far/part-52#FAR_52_232_33 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.

https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_212_5

(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.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim https://www.acquisition.gov/far/part-33#FAR_33_211 https://www.acquisition.gov/far/part-32#FAR_32_607_2

(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.

https://www.acquisition.gov/far/part-32#FAR_32_608_2

(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.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1341&num=0&edition=prelim

(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.

(End of clause)

Alternate I (NOV 2021). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure…