HDQMWR-15-Q-0063.docx

DEPARTMENT OF THE NAVY

HDQMWR-15-Q-0063

10 Jul 2015 Prospective Offeror

Subject: REQUEST For QUOTATION NO. HDQMWR-15-Q-0063

Dear Prospective Offeror:

This request for quote is to provide High Definition Video Production Services as described in the Performance Work Statement (PWS) for the Commander, Navy Installation Command, Fleet and Family Readiness Marketing Program.

Please provide a quotation based upon your best pricing, with any discounts offered to your best customers.

Complete all applicable blocks in Section K, pages 29-31.

Provide Past Performance Questionnaire Information (see pages 34-36).

Cutoff date for questions or clarification requests is 24 July 2015. The quotation due date is no later than 4:30 P.M., CST on 31 July 2015. Quotes must be received note later than the date and time listed above. Quotations can be emailed to Jackie.Primer@navy.mil.

Please contact me via the above email or at (901) 874-6900 if you have any questions or require any further information. The preferred method of correspondence is via email.

Sincerely, Jackie Primer Contract Specialist

Enclosure:

RFQ Package (Pages 2 through 36)

VIDEO PRODUCTION SERVICES

Contract Line Items (CLIN) SCHEDULE: SUPPLIES OR SERVICES AND PRICE/COSTS

Contractors shall provide a breakdown of basic cost for key personnel (regular & overtime, if applicable) and equipment used in pre-production services.

Estimated

Shipping Expenses :

Shipping cost is based on current rates and actual freight charges which are subject to changed based on the current rates, items required and date of shipment. The Contractor shall invoice for and will only be reimbursed for actual freight charges.

See paragraph H-

Not to Exceed

Base Year – One (1) year from date of award

Contractors shall provide a breakdown of basic cost for key personnel (regular & overtime, if applicable) and equipment used in pre-production services.

Shipping Expenses :

Shipping cost is based on current rates and actual freight charges which are subject to changed based on the current rates, items required and date of shipment. The Contractor shall invoice for and will only be reimbursed for actual freight charges.

See paragraph H-

Option Year One – 12 months after award date

Contractors shall provide a breakdown of basic cost for key personnel (regular & overtime, if applicable) and equipment used in pre-production services.

Shipping Expenses :

Shipping cost is based on current rates and actual freight charges which are subject to changed based on the current rates, items required and date of shipment. The Contractor shall invoice for and will only be reimbursed for actual freight charges.

See paragraph H-

Option Year Two – 24 months after award date

PART I, SECTION C: PERFORMANCE WORK STATEMENT

VIDEO PRODUCTION SERVICES

C-1. INTRODUCTION: Commander, Navy Installations Command requires a provider of High Definition Video Production within the Memphis comminuting area that has at least 8000 square feet of studio space. The provider will be responsible for Pre-Production, Production and Post-production of both short and long videos at multiple locations. The video footage will be used to create video products that will promote the Navy’s Fleet and Family Readiness programs to authorized patrons.

C-2. BACKGROUND: CNIC requires a provider of High Definition Video Production services within the Memphis comminuting area that has approximately 8000 square feet of studio space. The provider will be responsible for Pre-Production, Production and Post-production of both short and long videos on multiple videos at multiple locations, CONUS and OCONUS.

C-3. SCOPE OF WORK: This is a non-personnel services contract to provide a High Definition Video Pre-Production, Production and Post-Production. The contractor will be required to shoot and edit video in a style and fashion similar to the style and fashion of the N94P audiovisual team, so that the videos shot by the contractor and the N94P staff are complementary and similar enough to be edited together. The contractor shall provide qualified personnel, services, materials, equipment and supplies necessary to perform the tasks described below:

C.3.1. The contractor shall provide all necessary personnel, materials and resources to deliver high definition video in one of the following format: FLV, QuickTime H.264, MPV4, DCP, DVD or QuickTime Pro Res.

C.3.2. The contractor shall provide full-time dedicated account representative and technical support.

C.3.3. The contractor shall have passports and be able to travel worldwide.

C.3.4. The contractor shall provide up to 8000 square feet of studio space, as needed, located within 50 miles of Memphis TN.

C.3.5. The contractor shall procure or own and operate at least eight different camera packages including the RED EPIC and RED DRAGON.

C.3.6. The contractor shall provide camera support from lenses to wireless video TX to Wireless Follow Focus systems to DIT and Video Village.

C.3.7. The contractor must procure or have available, as needed, a Fisher 11 Dolly – 8-Ball 4ft Camera Slider with one crewmember on staff that is certified by Fisher.

C.3.8. The contractor must provide, as needed, a Jimmy Jib remote head crane with operator.

C.3.9. The contractor must provide, as needed, an HD Steadicam with a crewmember certified by Steadicam to operate equipment. .

C.3.10. The contractor shall provide, as needed, a LiveU and LiveStream broadcasters with operator.

C.3.11. The contractor must provide, as needed, a 3-ton grip truck with all types of Tungsten and HMI lighting with operators as well as LED and Kino-Flo lights, with operators.

C.3.12. The contractor must have available Pro-Tools Audio Suite with adequate trained personnel to use the software.

C.3.13. The contractor must have available, as needed, at least 3 MAC Pro edit suites with Adobe Premiere CC software with trained personnel able to use of the software.

C.3.14. The contractor must provide 4 remote audio packages with operators, as needed.

C.3.15. The contractor must provide multi-cam switcher package with 5 cameras and operators, as needed, for live or live-to-drive shoots.

C.4 Travel: The contractor, and any personnel needed for a video production, must be able to travel worldwide (CONUS and OCONUS). Travel cost for personnel and equipment will be provided on a reimbursable basis.

C.5. Quality Control: The contractor will provide all necessary elements of pre-production, production and post-production, as needed, to complete the video projects.

C-6. DELIVERABLES.

C.6.1 The contractor shall provide multiple videos during the life of this requirement. Once a video project has been approved and finalized, the contractor shall provide the NAFI a copy of the video in one or more of the following video formats:

1. DCP

2. QuickTime

3. MP4

4. DVD

5. FLV

6. Windows Media Video

7. RAW

C.6.2. Contractor shall deliver each video on a schedule to be to be determined and mutually agreed upon. Each video delivery schedule shall be negotiated, but shall not exceed 12 months. Any special requirements for a video will be negotiated by the Contracting Officer at the time the video is requested, or the requirement becomes known.

C-7. GOVERNMENT RESPONSIBILITIES: The COR will provide the contractor the following:

a. A list of POCs at CNIC.

b. Timely feedback on any issues and concerns expressed by CNIC customers.

c. A finalized script with audio, video description and graphics description will be supplied.

C-7. PERIOD OF PERFORMANCE: The period on performance shall be a base year and two option years (12 months each) commencing upon the award date.

C-9. GOVERNMENT POINT OF CONTACT: The Contracting Officer’s Representative (COR) or Contracting Officer’s Technical Representative, if appointed, will be provided in a separate appointment letter upon award of contract. All questions regarding this RFQ should be addressed to Jackie.Primer@navy.mil.

C.10. Travel.

10.1. The contractor may on multiple videos at multiple locations, CONUS and OCONUS. All required travel must be approved in advance. The contractor shall provide an estimate in advance for each travel.

10.2. Travel Reimbursement. The Contractor will be reimbursed for authorized travel made in association with the approved video production, to include per diem, lodging, airfare, rental car and incidental expenses. Travel will be reimbursed per the guidelines as described in Section H of the solicitation.

10.3. Travel Related Shipping. Shipping cost (for video production equipment) is based on current rates and actual freight charges which are subject to change based on the current rates and date of shipment. The Contractor shall invoice for and will only be reimbursed for actual freight charges.

C.11. Type of Contract. The NAFI anticipate awarding a Firm Fixed Price type contract for this requirement.

C.12. Data Rights. The NAFI has unlimited rights to all documents/material produced under this contract. All documents and materials, to include the source codes of any software, produced under this contract shall be NAFI owned and are the property of the NAFI with all rights and privileges of ownership/copyright belonging exclusively to the NAFI. These documents and materials may not be used or sold by the contractor without written permission from the Contracting Officer. All materials supplied to the NAFI shall be the sole property of the NAFI and may not be used for any other purpose. This right does not abrogate any other NAFI rights.

C-13. DEFINITIONS/ACRONYMS

a. CNIC: Commander, Navy Installations Command, Millington, Tenn., the Navy command responsible for the administration of this contract.

b. Contractor: The individual, partnership, corporation or entity that is awarded the contract to provide services specified herein.

c. Contracting Officer: The individual with authority to execute and/or administer a contract on behalf of the non-appropriated fund activity or its successor.

d. Contracting Officer’s Representative (COR): The individual who acts as the liaison between the contractor and the contracting officer. The COR is responsible for clarifying contract requirements as necessary, with respect to the specifications and/or performance work statement, as well as monitoring the progress and quality of the contractor's performance.

e. CONUS: Continental United States.

f. DCP: Digital Cinema Package is a collection of digital files used to store and convey Digital cinema audio, image, and data streams.

g. DoD: The Department of Defense.

h. DVD: Digital Video Disc is a digital optical disc storage format. DVDs offer higher storage capacity than compact discs while having the same dimensions.

i. Flash Video: A container file format used to deliver video over the Internet using Adobe Flash Player. Flash Video content may also be embedded within SWF files.

j. Location scouting and selection: Once the scenery has been decided the search for a suitable location outside the studio begins.

k. MP4: is a digital multimedia format most commonly used to store video and audio, but can also be used to store other data such as subtitles and still images.

l. Pre-Production: The script is broken down into individual scenes and all the locations, props, cast members, special effects and visual effects are identified. An extremely detailed schedule is produced with all the necessary elements that need to be available at appropriate times. Sets are constructed, crew is hired, financial arrangements are put in place and a start date for the beginning of the shoot is set.

m. Production: The tasks that must be completed or executed during the filming or shooting. This includes setting up scenes, the capture of raw footage and the usage of set designs.

n. Post Production: The tasks that must be completed or executed after the filming or shooting ends. This includes tasks such as editing of raw footage to cut scenes, inserting transition effects and working with voice and sound actors.

o. Props: A prop is considered to be anything movable or portable on a stage or a set, distinct from the actors, scenery, costumes and electrical equipment. Consumable food items appearing the production are all considered props.

p. Quick Time: is an extensible multimedia framework capable of handling various formats of digital video, picture, sound, panoramic images, and interactivity.

q. Shooting Schedule: is a project plan of each day’s shooting for a film production. It represents a timeline stating where, when and how many production resources days are used.

r. Shot List: A shot list is a list of all the shots planned for a given scene.

s. Talent: A general term for actors, actresses and extras both professional and non-professional.

t. Travel: A producer from the production company may be required to travel and meet with the SME for pre-production meetings, planning and location scouting.

u. Video gear preparation and shipping: The production company makes sure they have all the video gear needed for the shoot and that it is in good working condition. If the video shoot is out of town, the production company must ship the gear ahead of the shoot dates or rent the video gear at the location.

v. RAW: (Camera RAW) A non-compressed and unprocessed image or video. With a RAW file, you have complete control over the temperature adjustments, tint, hue and exposure.

w. Windows Media Video: is a file type which can contain video in one of several video compression formats developed by Microsoft.

NONAPPROPRIATED FUND CONTRACT CLAUSES

TABLE OF CONTENTS

CLAUSES MADE INAPPLICABLE BY THE TYPE OF ORDER OR CONTRACT ARE SELF-DELETING.

1. DEFINITIONS

2. ADVERTISEMENTS

3. ASSIGNMENT

4. COMMERCIAL WARRANTY

5. DISCOUNTS FOR PROMPT PAYMENT

6. DISPUTES

7. EXAMINATION OF RECORDS

8. GRATUITIES

9. HOLD AND SAVE HARMLESS

10. INSPECTION

11. INSURANCE

12. INVOICES

13. LAW GOVERNING CONTRACTS

14. LEGAL STATUS

15. MODIFICATIONS

16. ORDER OF PRECEDENCE

17. PAYMENTS

18. PROOF OF SHIPMENT

19. TAXES

20. TERMINATION FOR CONVENIENCE

21. TERMINATION FOR DEFAULT

22. VARIATION IN QUANTITY

23. PROTESTS

(Incorporated by Reference)

24. COVENANT AGAINST CONTINGENT FEES

25. WALSH-HEALEY PUBLIC CONTRACTS ACT

26. EQUAL OPPORTUNITY

27. AFFIRMATIVE ACTION – VETERANS

28. AFFIRMATIVE ACTION – HANDICAPPED WORKERS

29. EMPLOYMENT REPORTS – VETERAN

NONAPPROPRIATED FUND CONTRACT CLAUSES

TABLE OF CONTENTS (Continued)

30. RESTRICTIONS ON CERTAIN FOREIGN PURCHASES

31. EXTRAS

32. CHANGES - FIXED PRICE

33. CONTRACTOR INSPECTOR REQUIREMENTS

34. RESPONSIBILITY FOR SUPPLIES

35. CLEARANCE AND DOCUMENT – SHIPMENTS

36. CONVICT LABOR

37. CONTRACT WORK HOURS & SAFETY STANDARDS ACT

38. SERVICE CONTRACT ACT OF 1965 (AS AMENDED)

39. INSPECTION OF SERVICES – FIXED PRICE

PART II, SECTION I

NONAPPROPRIATED FUND CONTRACT CLAUSES

1. Definitions. As used throughout this contract, the following terms and abbreviations have the meaning set forth below:

a. The term “Contract” means this agreement or order and any modifications hereto.

b. The abbreviation “NAFI” means Nonappropriated Fund Instrumentality of the United States Government.

c. The term “Contracting Officer” means the person executing or responsible for administering this contract on behalf of the NAFI which is a party hereto, or his successor or successors.

d. The term “Contractor” means the party responsible for providing supplies/equipment and/or services at a certain price or rate to the NAFI under this contract.

e. The term “Contracting Officer’s Representative” (COR) means a person appointed by the contracting officer to monitor performance and act as a liaison between the contractor and the contracting officer.

2. Advertisements. The contractor agrees that none of its, nor its agent’s, advertisements to include publications, merchandise, promotions, coupons, sweepstakes, contests, sales brochures, etc., shall state, infer, or imply that the contractor’s products or services are approved, promoted, or endorsed by the NAFI. Any advertisement, including cents off coupons, which refers to a NAFI will contain a statement that the advertisement is neither paid for nor sponsored, in whole or in part, by that particular activity.

3. Assignment. A contractor may not assign their rights or delegate their obligations under this contract without prior written consent of the contracting officer.

4. Commercial Warranty. The contractor agrees that the supplies/equipment or services furnished under this contract shall be covered by the most favorable commercial warranties the contractor gives to any customer for such supplies/equipment or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the NAFI by any other clause of this contract. The printed terms and conditions of such warranty will be provided to the NAFI with the delivery of any supplies/equipment or services covered.

5. Discounts for Prompt Payment. In connection with any prompt payment discount offered, time will be computed from the date of the contractor’s invoice. Payment is deemed to have been made as of the date on the payment check or date on which electronic funds transfer is made.

6. Disputes. Except as otherwise provided in this contract, any dispute or claim concerning this contract, which is not disposed of by agreement, shall be decided by the contracting officer, who shall state their decision in writing, and mail or otherwise furnish a copy of it to the contractor. Within 90 days from date of receipt of such copy, the contractor may appeal by mailing or otherwise furnishing to the contracting officer a written appeal addressed to the immediate superior in Command (ISIC) of the Command one level above the contracting officer's Command. The decision of this authority shall be final and conclusive. If no such appeal is filed, the decision of the contracting officer shall be final and conclusive. The contractor shall be afforded an opportunity to be heard and to offer evidence in support of any appeal under this clause. Pending final decision on such a dispute, the contractor shall proceed diligently with the performance of the contract and according to the decision of the contracting officer, unless directed to do otherwise by the contracting officer.

7. Examination of Records

a. The clause is applicable if the amount of this contract exceeds $10,000 and the contract was entered into by means of negotiation. The contractor agrees that the contracting officer or their duly authorized representative shall have the right to examine and audit the books and records of the contractor directly pertaining to the contract during the period of the contract and up to 3 years after contract expiration date and final payment.

b. The contractor agrees to include the clause in paragraph 7a above in all subcontracts there-under which exceed $10,000.

8. Gratuities

a. The NAFI may, by written notice to the contractor, terminate the right of the contractor to proceed under this contract if it is found, after notice and hearing by the Contracting Officer that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the contractor, or any agent or representative of the contractor, to any officer or employee of the government or the NAFI with a view toward securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract. The Contracting Officer must coordinate with and receive approval from N94 on all matters arising under this section.

b. In the event this contract is terminated as provided in paragraph 8a above, the NAFI shall be entitled (1) to pursue the same remedies against the contractor as it would pursue in the event of a breach of contract by the contractor, and (2) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Contracting Officer, which shall not be less than three nor more than ten times the cost incurred by the contractor in providing any such gratuities to any such officer or employee.

c. The rights and remedies of the NAFI provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

9. Hold and Save Harmless. The contractor shall indemnify, save harmless, and defend the NAFI, its outlets, and customers from any liability, claimed or established, for violation or infringement of any patent, copyright, or trademark right asserted by any third party with respect to goods hereby ordered or any part thereof. Contractor further agrees to hold the NAFI harmless from all claims or judgments for damages resulting from the use of products listed in this contract, except for such claims or damages caused by or resulting from negligence of NAFI customers, employees, agents, or representatives. Also, the contractor shall at all times hold and save harmless the NAFI, its agents, representatives, and employees from any and all suits and expenses which arise out of acts or omissions of the contractor, its agents, representatives, or employees.

10. Inspection. Unless otherwise provided herein, inspection shall be made after receipt of the supplies/equipment by the ordering activity, or after completion of services by the contractor. Inspection and acceptance shall not be conclusive, with respect to latent defects or fraud, or with respect to the NAFI’s rights under the proof of shipment provisions contained herein. In case any supplies/equipment or services are defective in material or workmanship, or are otherwise not in conformity with the requirements of this contract, the NAFI shall have the right to reject such supplies or services, or to require replacement or correction. Rejected supplies/equipment shall be removed by and at the expense of the contractor promptly after notice. If required by the NAFI, the contractor, after notice of defect or non-conformance, shall, in a timely manner, correct or replace the defective or non-conforming supplies/equipment or services, or any part thereof. When such correction or replacement requires transportation of the supplies/equipment or part thereof, all shipping costs to and from the contractor’s plant or place of business shall be borne by the contractor.

11. Insurance

a. The contractor shall, at their expense, procure and maintain, during the entire performance period of this contract, insurance of at least the kinds and minimum amount set forth herein.

b. At all times during performance, the contractor shall maintain with the contracting officer a current certificate of insurance showing at least the insurance required herein, and providing 30 days written notice to the contracting officer by the insurance company prior to cancellation or material change in policy coverage.

c. The contractor shall also require all first-tier subcontractors, who will perform work on a government installation, to procure and maintain the insurance required herein during the entire period of their performance. The contractor shall furnish (or assure that it has been furnished) to the contracting officer a current certificate of insurance meeting the requirements of paragraph 11b above, for each such first-tier subcontractor, at least 5 days prior to entry of each such subcontractor’s personnel on the installation.

d. In implementation of the insurance clause above, the contractor shall procure and maintain:

(1) Worker’s compensation as prescribed by the laws of the State in which the work will be performed and employer’s liability insurance.

(2) General liability insurance wherein the NAFI and the United States are included as named insured, stating that such insurance is primary (secondary to or contributory with no other insurance). Policy limits of $1,000,000 per person - $1,000,000 per occurrence for injury or death, and $1,000,000 property damage per occurrence are required.

(3) The contractor is responsible for damage or loss to his/her owned or leased equipment. Claims will be honored only if it can be shown that the NAFI was negligent and caused damage or loss to the contractor’s equipment.

12. Invoices. An invoice is a written request for payment under the contract for supplies/equipment delivered or for services rendered. In order to be proper, an invoice must include (and in order to support the payment of interest penalties) the following:

a. Invoice date;

b. Name of contractor;

c. Contract number (include order number, if any), contract description of supplies or services, quantity, contract unit of measure, unit price, and extended total;

d. Shipment number and date of shipment;

e. Name and address to which payment is to be sent (name must be the same as that in the contract or on a proper notice of assignment);

f. Name (where practicable), title, telephone number and mailing address of person to be notified in the event of a defective invoice; and

g. Any other information or documentation required by other provisions of the contract (such as evidence of shipment).

Invoices shall be prepared and submitted in duplicate (one copy shall be marked “Original”) unless otherwise specified.

13. Law Governing Contracts. In any dispute arising out of this contract, the decision of which requires consideration of law questions, the rights and obligations of the parties shall be interpreted and determined according to the substantive and procedural laws of the United States of America.

14. Legal Status. The NAFI is an integral part of the Department of Defense and is an instrumentality of the United States Government. NAFI contracts are United States Government contracts; however, they do not obligate appropriated funds of the United States. NO APPROPRIATED FUNDS OF THE UNITED STATES SHALL BECOME DUE OR BE PAID A CONTRACTOR BY REASON OF THIS CONTRACT.

15. Modifications. No agreement or understanding to modify this contract will be binding upon the NAFI unless it is made in writing and signed by a contracting officer from the office that issued the contract or its successor.

16. Order of Precedence. In the event of an inconsistency between provisions of this solicitation/contract, the inconsistency shall be resolved by giving precedence in the following order: (1) description of the supplies/equipment or services and prices/costs; (2) description/specifications/work statement; (3) special contract requirements; (4) contract clauses; (5) other provisions of the solicitation/award; and (6) any portion of the contractor’s bid or proposal that has been incorporated by reference and made a part of the contract.

17. Payments. Payment of prices stated in this contract will be made according to the Prompt Payment Act, as amended. Unless otherwise specified, payment will be made on partial deliveries accepted by the NAFI when the amount due on such deliveries so warrants. Payment is deemed to have been made as of the date on the payment check or date on which electronic funds transfer is made.

18. Proof of Shipment. (Applicable to shipments outside the United States through the Defense Transportation System (DTS) and parcel post shipments to overseas destinations.) Except as otherwise provided in this contract, payment will be made for items not yet received upon receipt of an invoice accompanied by proof of delivery to a postal system or common carrier if delivery is FOB point of origin. For deliveries FOB destination named port of debarkation, the invoice must be accompanied by a signed receipt by a government representative at the named port.

19. Taxes. The prices herein reflect full reduction for taxes that are non-applicable. In addition to the exemption from federal excise taxes by virtue of exportation, all tangible personal property sold to NAFIs for resale are exempt from sales and use taxes. All sales other than for resale depend on state law or federal constitutional immunity for exemption from state sales and use taxes.

20. Termination for Convenience. The contracting officer, by written notice, may terminate this contract, in whole or in part when it is in the best interest of the NAFI. If this contract is for supplies/equipment and is so terminated, the contractor shall be compensated according to FAR subparts 49.1 and 49.2 in effect on the date of this contract award. To the extent that this contract is for services and is so terminated, the NAFI shall be liable only for payment according to the payment provisions of this contract for services rendered prior to the effective date of termination, providing there are no contractor claims covering non-recurring costs for capital investment. If there are any such contractor claims, they shall be settled according to FAR subparts 49.1 and 49.2.

21. Termination for Default. The contracting officer, by written notice, may terminate this contract in whole or in part for failure of the contractor to perform any of the provisions hereof. In such event, the contractor shall be liable for damages including the excess cost of re-procuring similar supplies/equipment or services; provided that, if (1) it is determined for any reason that the contractor was not in default or (2) the contractor’s failure to perform is without the contractor’s or subcontractor’s control, fault, or negligence, the termination must be deemed to be a termination for convenience. As used in this provision, the term “subcontractor” means subcontractor at any tier.

22. Variation in Quantity. No variation in quantity of any item listed in the order/contract will be accepted unless authorized by the contracting officer.

23. Protests. Offerors are encouraged to resolve any complaints or issues they may have with the contracting officer in an informal manner. However, where an offeror is not satisfied with an award decision of the contracting officer, that offeror may file a written protest with the contracting officer and the contracting officer will issue a final decision on the protest. Any interested party who is dissatisfied by the contracting officer’s final decision on the protest may file a written appeal with CNIC. The procedures for filing protests may be found in chapter 2, paragraph 223. A copy of paragraph 223 will be provided to any offeror by the contracting officer upon request.

CLAUSES INCORPORATED BY REFERENCE

The provisions of the following clauses set forth in the Federal Acquisition Regulation (FAR) are hereby incorporated into this order or contract by reference with the same force and effect as if they were given in full text. As used in the following clause, the term “Government” is deleted and the abbreviation “NAFI” is substituted in lieu thereof. The date of each clause shall be the current date set forth in the FAR at the time of issuance of an order or contract award. Clauses made inapplicable by the reference or by the type or order or contract (e.g., order or contracts for services instead of supplies/equipment) are self-deleting. Upon request, the contracting officer will provide the full text.

CLAUSE NO. REFERENCE CLAUSE TITLE

24 52.203-5 Covenant Against Contingent Fees (Contracts over $150,000)

26 52.222.26 Equal Opportunity (Supply and Service Contracts over $10,000)

27 52.222.35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Supplies and Services over $100,000)

30 52.225-13 Restrictions on Certain Foreign Purchases

31 52-232-11 Extras

32 52.243-1 Changes–Fixed Price (with ALT I through IV)

33 52.246-1 Contractor Inspection Requirements

36 52.222-3 Convict Labor (Contracts over $2,500)

39 52.222-55 Minimum Wages under Executive Order 13658

40 52.246-4 Inspection of Services – Fixed Price

SUPPLEMENTAL CLAUSES

1) Rights in Data -- General (May 2014)

(a) Definitions. As used in this clause-- “Computer database” or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

“Computer software”—

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating, and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2) if included in this clause.

“Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

”Restricted computer software” means computer software developed at private expense and that is a trade secret; is commercial or financial and is confidential or privileged; or is copyrighted computer software, including minor modifications of the computer software.

“Restricted rights,” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

“Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 116).

“Unlimited rights” means the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in—

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to—

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(iii) Substantiate use of, add or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright—

(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may establish, without prior approval of the Contracting Officer, claim to copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. For computer software, the Contractor grants to the Government and others acting on its behalf, a paid-up nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor—

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in subparagraph (c)(1) of this clause or; if such data are restricted computer software, the Government shall acquire a copyright license as set forth in subparagraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) Release, publication and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except—

(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract which contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless otherwise specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g)(4) of this clause and use of the notices is not authorized by this clause, or if such data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in subdivision (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be canceled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination shall become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The Government shall continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer’s determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in subparagraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Government’s action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of this clause from brining a claim, in accordance with the Disputes clause of this contract, that may arise as a result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of such data, permission to have authorized notices placed on qualifying data at the Contractor’s expense, and the Contracting Officer may agree to do so if the Contractor—

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the use of the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may—

(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data and demonstrates that the correct notice is authorized, or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall—

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government such rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

(End of Clause)

2) FAR 52.227-17 – RIGHTS IN DATA – SPECIAL WORKS (Dec 2007)

(a) Definitions. As used in this clause— “Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

“Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of Rights.

(1) The Government shall have—

(i) Unlimited rights in all data delivered under this contract, and in all data first produced in the performance of this contract, except as provided in paragraph (c) of this clause.

(ii) The right to limit assertion of copyright in data first produced in the performance of this contract, and to obtain assignment of copyright in that data, in accordance with paragraph (c)(1) of this clause.

(iii) The right to limit the release and use of certain data in accordance with paragraph (d) of this clause.

(2) The Contractor shall have, to the…