LCRES13R0001.pdf

SOLICITATION, OFFER, AND AWARD 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS

(15 CFR 700)

RATING

2. CONTRACT NUMBER 3. SOLICITATION NUMBER

LCRES13R0001 SEALED BID (IFB)

X NEGOTIATED (RFP)

4. TYPE OF SOLICITATION 5. DATE ISSUED

04/16/2013

6. REQUISITION/PURCHASE NUMBER

CODE 9411

Office of Contracts Management Library of Congress 101 Independence Av SE LA 325 Washington, DC 20540-9411

7. ISSUED BY

Office of Contracts Management Library of Congress 101 Independence Av SE LA 325 Washington, DC 20540-9411

8. ADDRESS OFFER TO (If other than Item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

101 Independence 12:00:00 04/30/2013

(Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions

9. Sealed offers in original and ____________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in item 8, or if handcarried, in the depository located in ______________________________________________________ until ________________ local time _________________

10. FOR

INFORMATION

CALL:

A. NAME

AREA CODE

NUMBER

707-8784

EXT.

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM X I CONTRACT CLAUSES 9-14

X B SUPPLIES OR SERVICES AND PRICES/COSTS 3-4 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH

X C DESCRIPTION/SPECS./WORK STATEMENT 4-5 J LIST OF ATTACHMENTS

X D PACKAGING AND MARKING 5 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 5-6

X K REPRESENTATIONS CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

14-16

X F DELIVERIES OR PERFORMANCE 6

X L INSTRS., CONDS., AND NOTICES TO OFFERORS 16-18X G CONTRACT ADMINISTRATION DATA 6-8

X M EVALUATION FACTORS FOR AWARD 18-19X H SPECIAL CONTRACT REQUIREMENTS 8-9

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

In compliance with the above, the undersigned agrees, if this offer is accepted within _______________________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

12.

13. DISCOUNT FOR PROMPT PAYMENT (See Section 1, Clause No. 52.232-8)

10 CALENDAR DAYS(%)

0.00 %

20 CALENDAR DAYS(%)

0.00 %

30 CALENDAR DAYS(%)

0.00 %

CALENDAR DAYS

NUMBER

PERCENTAGE

0.00

14. ACKNOWLEDGEMENT OF AMEND- MENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS OF

OFFEROR

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or Print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXT.

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified)

ITEM

CODE24. ADMINISTERED BY (if other than Item 7) CODE accountspayable@loc.gov The Library requires invoices to be emailed Washington, DC 20540

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print) "Vidya Vish, 202-707-9394, vvis@loc.gov"

27. UNITED STATES OF AMERICA 28. DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

Document Type: QS Document Number: LCRES13R0001 Page 1 of 34

Table of Contents

Section Description Page Number

CS Continuation Sheet

SECTION B SUPPLIES OR SERVICES AND PRICES

SECTION C DESCRIPTIONS

SECTION D PACKAGING

SECTION E INSPECTION

SECTION F DELIVERIES

SECTION G CONTRACT ADMINISTRATION DATA

SECTION H SPECIAL REQUIREMENTS

SECTION I CONTRACT CLAUSES

SECTION K REPRESENTATIONS

SECTION L INSTRUCTIONS

SECTION M EVALUTION FACTORS

Document Type: QS Document Number: LCRES13R0001 Page 2 of 34

Section B - Continuation Sheet

SECTION B SUPPLIES OR SERVICES AND PRICES

The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence.

B.1 This is a solicitation for a Multiple Award Firm Fixed Price Blanket Purchase Agreement* *Delivery Orders WILL NOT be competed.

B.2. PRICING

B.2.1. Pricing will be in accordance with Attachment A, which includes the list of supplies or services offered by the vendor.

Prices shall not escalate, and Attachment A is not subject to upward adjustment during the term of the BPA. Spot discounting is en-couraged.

B.2.2. The prices charged the United States Government shall be as low as those charged the supplier’s most favored customer for comparable quantities under similar terms and conditions. Prices will be reviewed annually or as required for downward adjustments due to changing market rates.

B.3. EXTENT OF OBLIGATION - The Library estimates, but does not guarantee, that the total volume of purchases through this BPA will be $150,000.00 per year. The Library is obligated only to the extent of authorized orders or calls placed against this BPA by authorized personnel for authorized line items. Funds are not obligated on this BPA.

Section C - Continuation Sheet

SECTION C DESCRIPTIONS

BACKGROUND

The Office of Business Enterprises administers the Library of Congress Retail operation in support of its public outreach efforts. The Retail operation sells books, prints, stationery, gifts, jewelry and souvenirs on a cost recovery basis through various retail channels.

These channels include its Jefferson Shop, online store www.loc.gov/shop and other agreements. Additionally, Retail supports nu-merous events for other units within the Library such as author book readings, Madison Counsel and the National Book Festival.

SCOPE OF WORK

Business Enterprises seeks a blanket purchase agreement (BPA) to procure products needed for resale in the Library’s Gift shop, on-line store and other distribution channels and events. Products will be determined by Business Enterprises in accordance with its as-sortment needs based on the value, availability, breadth and depth of merchandise deemed most beneficial to the Library of Congress and its constituents. The period of the performance will be for five years.

The vendor(s) shall provide their products to Business Enterprises at market-level wholesale costs. Purchases will be made directly with the manufacturer or with their authorized distributor(s). Costs will reflect published rates and include volume, close-out, early-purchase and promotional discounts in accordance with industry standards for resellers. The vendor shall make their custom product line and product development opportunities available to Business Enterprises using cost and quantity discounts at or below published rates.

GENERAL REQUIREMENTS

This agreement allows:

1. Access to purchase from the vendor’s product assortment.

2. Development of custom products as determined by BE and agreed to by vendor

3. Purchasing at published market costs, which will reflect all available discounts for the timing, volume and products purchased

4. Business Enterprises to provide vendor with shipping instructions and method.

5. Business Enterprises to seek replacement goods or refund for defective, mis-shipped and inaccurate goods at the vendor’s ex-pense.

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Vendor must supply Business Enterprises with their most current product pricing in writing during the term of the contract. Pricing for custom items must be quoted in writing on a project basis, and all other contract terms will apply to these products.

SPECIFIC REQUIREMENTS

Business Enterprises will provide shipping instructions and payment terms with each purchase order. The purchase order will also confirm the shipping terms, expected delivery date and carrier. The vendor shall advise and make available to Business Enterprises its promotions for shipping discounts and special payment terms. The vendor shall not use Business Enterprises shipping account(s) without prior approval or instruction to do so. If using the vendor’s designated carrier a shipping estimate should be provided for in-clusion on the purchase order.

All invoices must be itemized, cite the purchase order, task order number and be sent to BE and LC accounts payable for payment.

Pricing must be confirmed by both parties prior to shipment. Shipment of goods by the vendor confirms acceptance of all terms in-cluding pricing.

Section D - Continuation Sheet

SECTION D PACKAGING

D.1 Packaging and Marking Payment of Postage Fees. All postage and fees related to submission of information, including forms, and reports, etc., to the Contract-ing Officer or Contracting Officer’s Representative (COR) or other persons designated to receive, shall be paid by the Contractor.

D.2 Markings. All information submitted to the CO or the COR or other Library personnel designated to receive deliverables shall clearly indicate the following information:

a. Agency/Requiring LOC Service Unit

b. Description of information/data being submitted

c. Contract Number

d. Contractor Name and Address

Section E - Continuation Sheet

SECTION E INSPECTION

E.1 Contractor Responsibility The Contractor is responsible for the day-to-day inspection and monitoring of the Contractor work performed to ensure compliance with the requirements. All work performed under this BPA shall be of the highest quality and in keeping with the best practices of the industry. Services rendered under this BPA shall be of sufficient quality to ensure timely delivery of supplies/provision of services, and optimum satisfaction of the COR and adequate protection of Government's assets.

E.2 Inspection of Supplies

(a) Definition. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this con-tract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection sys-tem and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test

Document Type: QS Document Number: LCRES13R0001 Page 4 of 34 for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and con-venient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Govern-ment inspections or tests made at other than the Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Gov-ernment shall not be liable for any reduction in the value of inspection or test samples.

(e)

(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes re-inspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected. However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance cor-rected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either

(1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the Contractor or

(2) terminate the contract for default.

Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i)

(1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time --

(i) When Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract; and

(ii) When the supplies will be ready for Government inspection.

(2) The Government’s request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract.

Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet con-tract requirements discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor

(1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or

(2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the con-tract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant. If the Contractor fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may au-thorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

Section F - Continuation Sheet

SECTION F DELIVERIES

F.1 BPA TERM – The BPA expires five (5) years after award. The Library will review the BPA annually to ensure that it still repres-ents the best value.

Document Type: QS Document Number: LCRES13R0001 Page 5 of 34

F.2 CANCELLATION OF BPA – The Library reserves the unilateral right to cancel this BPA with a written notice to the contractor.

F.3 DELIVERABLES

1 Vendor makes their product line available to Business Enterprises for purchase, resale and distribution through its retail channels.

2 Vendor must confirm receipt of all orders.

3 Vendor will notify Business Enterprises of any deviation from terms specified on the order within 5 business days of acceptance of order.

4 Vendor will ship the order complete by the date specified on the purchase order 5 If vendor is unable to meet terms of the purchase order, Business Enterprise has, without harm, the right to accept the alternate terms or cancel all or a portion of the purchase order once notified of the problem.

6 Vendor must be able to ship orders in three shipments or less. Split shipments that require more than three deliveries must be pre-approved by Business Enterprises in writing.

7 The vendor must submit updated pricing prior to the beginning of each contract year term.

Section G - Continuation Sheet

SECTION G CONTRACT ADMINISTRATION DATA

G.1 (a) This BPA will be administered by:

Vidya Vish Contracting Officer The Library of Congress Office of Contracts and Grants Management 101 Independence Ave. SE Washington, DC 20540-9411 Phone: (202) 707-9394; Fax: (202) 707-8611; Email: vivis@loc.gov

Clint Unger Contract Specialist The Library of Congress Office of Contracts and Grants Management 101 Independence Ave. SE Washington, DC 20540-9410 Phone: (202) 707-8604; Fax: (202) 707-8611; Email: cunger@loc.gov

(b) Contracting Officer's Representative (COR) The designated COR for this BPA is*:

*WILL BE FILLED IN AT TIME OF AWARD

(c) Copies of all correspondence concerning BPA shall be provided to the CO at the above address and shall make reference to the contract number.

G.2 Contracting Officer's Authority G.2.1 Contracting Officer: The CO is the only person authorized to issue amendments and modifications to the BPA, approve changes in any of the requirements under the BPA, or obligate funds. Notwithstanding any clause/provision contained elsewhere in this BPA, the authority to modify the BPA remains solely with the CO. If the Contractor makes any changes to the terms and condi-tions of the BPA at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the BPA or order to cover such changes, except that additional discounts offered by the vendor on specific orders will be accepted by the Library without modification to the BPA. The CO has the authority to perform any and all post-award functions in administering and enforcing the BPA in accordance with its terms and conditions.

G.2.2 The Contractor shall submit any requests for modification of this BPA to the CO with a copy of the request to the appointed

COR.

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G.2.3 Contracting problems of any nature that may arise during the life of the BPA must be handled in conformance with very specific public laws and regulations, including, but not limited to, the Federal Acquisition Regulation provisions in this BPA. Only the CO is authorized to formally resolve such problems. Therefore, the COR and the Contractor shall bring unresolved BPA problems to the im-mediate attention of the CO.

G.3 The Contractor must provide centralized administration in support of all work performed under this BPA, preferably in the form of a Program Manager. The Contract Administrator or Program Manager may be required to participate in periodic program management reviews. Additional functions would include customer service, periodic program management reviews, invoicing, pay-ment and submission of monthly and quarterly reports.

G.4. PURCHASE LIMITATIONS

G.4.1. Individual delivery orders or calls under this BPA shall not exceed $100,000.

G.4.2. Personnel authorized to place orders or calls under this BPA and the dollar limits of their authority are as follows: the Con-tracting Officer up to the BPA maximum.

G.5. ORDERS

G.5.1. Delivery Orders are prepared by an authorized Library official in accordance with the terms of this BPA. Orders may be placed by credit card, facsimile, orally, or by other electronic means.

G.5.2. Delivery requirements and administration will be stipulated on Delivery Orders.

G.5.3 PERSONNEL AUTHORIZED TO PLACE CALLS – Additional personnel authorized to place calls against the BPA shall be identified on Authorization Letters signed by the CO. The authorization letter shall identify the name, service unit and dollar limit-ation of persons authorized to place orders against this BPA. A Delivery Order shall not exceed the order limitation without the CO’s approval. The items or services listed in Attachment A are the only items or services that can be acquired under this BPA. Authorized personnel placing orders shall identify themselves with their name, unit, BPA number along with a call number identified on authoriz-ation letter approved by the CO. The vendor will NOT ACCEPT calls from anyone who does not have a signed authorization letter.

G.5.4. DELIVERY SCHEDULE - The delivery date for orders will be established at the time an order is placed with the contractor unless delivery terms are specified by the contractor in addition to vendor pricing.

G.5.5. DELIVERY TICKETS - All deliveries under this agreement shall be accompanied by delivery tickets or sales slips which shall contain the following minimum information:

a. Name of supplier

b. BPA Number

c. Invoice Number

d. Purchase order

e. Date of purchase

f. Call number

g. Itemized list of supplies or services furnished identified by line item number

h. Quantity, unit price, and extension of each item, less applicable discounts

i. Date of delivery or shipment

j. Person Placing the Call

G.6. INVOICING AND PAYMENT

G.6.1. All invoices must adhere to the requirements of LOC 52.232-25, Prompt Payment as stated in section I. Contractor shall email invoices to: accountspayable@loc.gov upon shipment of goods or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period. All invoices and delivery tickets must be itemized. The invoices shall identify the delivery tickets covered therein stating their total amount, and supported by receipt copies of the delivery tickets. A copy of the invoices shall be submitted to the Contracting Officer Representative (COR) for review.

G.6.2. Payment will be made monthly on all calls placed by authorized personnel and completed by the vendor during the given period. Payment will be made in local currency by electronic funds transfer.

G.6.3 Precedence. The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of the BPA and the Contractor’s invoice, the provisions of the BPA will take precedence.

G.7 Contract Administrator * To be filled in at time of award* The contractor shall designate one individual to be contacted during the period of the BPA for prompt administration.

Name:

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Phone:

Email:

Section H - Continuation Sheet

SECTION H SPECIAL REQUIREMENTS

H.1 Interpretation of BPA Requirements No interpretation of any provisions of this BPA, including applicable specifications, shall be binding on the Library unless furnished or agreed to in writing by the CO.

H.2 Contractor Commitments, Warranties, Representations Any written commitment by the Contractor within the scope of this contract shall be binding upon the Contractor. Failure of the Con-tractor to fulfill any such commitment shall be cause for the Library to render the Contractor liable under the default provisions for damages due to the Library, under the terms of this BPA. For the purpose of this BPA, a written commitment by the Contractor is lim-ited to the proposal submitted by the Contractor, and to specific written amendments to its proposal. Written commitment by the Con-tractor are further defined as including (1) any warranty or representation made by the Contractor in a proposal as to performance, (2) any warranty or representation made by the Contractor described in (1) above, made in any literature descriptions, drawings, or specifications accompanying or referred to in a proposal.

H.3 Use of Library of Congress Name or Contractual Relationship in Advertising The Contractor agrees not to refer to awards or BPA with the Library in commercial advertising in such a manner as to state or imply that the products or services provided are endorsed or preferred by the Library or is superior to other products or services. The Con-tractor also agrees not to distribute or release any information which states or implies that the Library endorses, uses, or distributes the Contractor's products or services.

H.4 News Releases No news releases pertaining to this BPA will be made without agency approval, as appropriate, and then only upon written approval received from the Contracting Officer

H.5 Delegation of Authority for Contract Administration The authorized SU official or the authorized representative shall act for and on behalf of the CO with respect to Inspection and Ac-ceptance as follows:

(a) Evaluation of an overall basis of acceptability of workmanship and contractor compliance with technical requirements; and

(b) The approval and acceptance of work performed under this BPA.

This delegation does not authorize the modification of any of the BPA provisions, terms or conditions. All authority not herein deleg-ated, is reserved to the CO.

H.6 Conduct of Work The personnel employed by the Contractor shall be capable employees qualified in this type of work. The Contractor shall be respons-ible for all damage to Library property by the activities of his employees resulting from these operations. The Contracting Officer may require removal from work on this BPA any employee(s) that may be deemed incompetent, careless, insubordinate, unsuitable, or oth-erwise objectionable, or whose continued employment is deemed contrary to the public interest or inconsistent with the best interest of or the security of the Library

H.7 Indemnification The Contractor shall indemnify and hold harmless the Library of Congress and its officers, agents, representatives, and employees from all claims, loss damage, actions, causes of action, expenses and/or liability resulting from or on account of any personal/injury or property damage received or sustained by any person, or property damage growing out of, occurring or attributable to any work per-formed or related to this BPA, regardless of whether such claims, loss damage, actions, cause of actions expense and/or liability may be attributable to the fault, failure or negligence of the Contractor.

H.8 Security H.8.1 H.8.1.1 Policy. The Library is a public institution responsible for making its resources (collections and staff) available to the Congress and the American people. To achieve a balance between access and security, the Library requires everyone (staff, visitors, interns, Document Type: QS Document Number: LCRES13R0001 Page 8 of 34 contractors, etc.), to always use due diligence and protect its assets during use.

H.8.1.2 Access to the Collections. Physical access to Library collections is limited to staff and/or determined by the host LS office.

In addition, established requesting processes in the various readings rooms must be followed.

H.8.1.3 Loan Privileges. Borrowing materials for personal use from the Library’s collections is limited to regular Library staff, includ-ing full- and part-time staff in permanent, conditional, indefinite, or temporary status. Loans for internal use, Library work-related pur-poses, are allowed for both employees and non-employees.

H.8.2 H.8.2.1 Policy. Access to Library buildings and grounds is governed by the provisions of Library of Congress Regulations, Series 1800. Employees and non-employees must comply with these and any other requirements and restrictions which the Library, or a sub-element of it may impose.

H.8.2.2 Loan of Library Property. All loans of Library property must be approved and documented by the host Library Services office.

A library "General Pass" (Form LW 12/54 (rev2/88)) for property must be completed for each loan.

H.8.2.3 Liability – Loss or Damage of library Property. Use or loan of all Library property and signature on this BPA means that the user acknowledges and agrees to: (a) return all U.S. Government items and property issued in the same condition as borrowed ; (b) accept responsibility and liability for the negligent loss or damage of issued or borrowed Library property; and (c) use the loaned property for Library purposes and not loan such property to any other person.

Section I - Continuation Sheet

SECTION I CONTRACT CLAUSES

LOC 52.212-4 Contract Terms and Conditions-Commercial Items (Mar 2009) - As Modified by the Library of Congress (Jun 2009)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this con-tract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Gov-ernment may require repair or replacement of nonconforming supplies, or performance of nonconforming services, and latent defects at no increase in contract price. If repair/replacement or performance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate price 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 Government-wide 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 LOC 52.233-1, Disputes (Jul 2002) -As Modified by the Library of Congress (Feb 2008).

(e) Definitions. The clause at FAR 52.202-1, Definitions (Jul 2004), is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reason-able 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 invoice via email to: accountspayable@loc.gov. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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(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. A freight bill shall be submitted for any shipping charges in excess of $400.

(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 con-tract.

(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-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), 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 LOC 52.232-25 Prompt Payment (Oct 2008) -As Modified by the Library of Congress (Jun 2009).

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, includ-ing 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 LOC 52.232-25 Prompt Payment (Oct 2008) - As Modified by the Library of Congress (Jun 2009).

(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 contract line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest. Interest penalties will be handled in accordance with the interest penalty provisions in LOC 52.232-25, Prompt Payment (Oct 2008) - As Modified by the Library of Congress (Jun 2009)

(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 immedi-

Document Type: QS Document Number: LCRES13R0001 Page 10 of 34 ately 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 reason-able charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have res-ulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost prin-ciples 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 ac-ceptance, 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 particu-lar 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, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limita-tions 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009, re-lating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at LOC 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 or Optional Form 347.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR)

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Govern-ment's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Of-ficer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR in-formation that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect inform-ation within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

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(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at ht-tp://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of Clause)

LOC 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders --Commercial Items—As Modi-fied by the Library of Congress (May 2009).

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

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incor-porated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2206), with Alternate 1 (Oct 1995). (The contracting officer shall check this clause if the solicitation or contract exceeds the simplified acquisition threshold.)

___ (2) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Section 1553 of Pub L.

111-5). (Check this clause if the solicitations and contracts are funded in whole or in part with Recovery Act funds.)

___ (3) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Mar 2009) (Pub. L. 111-5). (Check this clause if the solicitations and contracts are funded in whole or in part with Recovery Act funds, except classified solicitations and con-tracts. This includes, but is not limited to, Governmentwide Acquisition Contracts (GWACs), multi-agency contracts (MACs), Federal Supply Schedule (FSS) contracts, or agency indefinite-delivery/indefinite-quantity (ID/IQ) contracts that will be funded with Recov-ery Act funds. Contracting officers shall ensure that this clause is included in any existing contract or order that will be funded with Recovery Act funds. Contracting officers may not use Recovery Act funds on existing contracts and orders if this clause is not incor-porated.)

_X_ (4) 52.222-3, Convict Labor (June 2003)(E.O. 11755). (Check this clause if the solicitations and contracts above the micro-purchase threshold, when the contract will be performed in the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands; Unless - (i) The supplies or services are to be purchased from Federal Prison Industries, Inc. (see FAR Subpart 8.6); or (ii) The acquisition involves the purchase, from any State prison, of finished supplies that may be se-cured in the open market or from existing stocks, as distinguished from supplies requiring special fabrication.)

_X_ (5) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126). (Check this clause if the so-licitations and contracts for the acquisition of supplies are expected to exceed the micro-purchase threshold.)

_X_ (6) 52.222-21, Prohibition of Segregated Facilities (Feb 1999). (Check this clause if the solicitations and contracts will include the clause at FAR 52.222-26, Equal Opportunity.)

_X_ (7) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246). (Check this clause if the solicitations and contracts (see FAR 22.802) unless the contract is exempt from all of the requirements of E.O. 11246 (see FAR 22.807(a)).

_X_ (8) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212). (Insert this clause in solicitations and contracts if the expected value is $100,000, or more, except when_ (i) Work is performed outside the United States by employees recruited outside the United States; or (ii)The Deputy Assistant Secretary of Labor has waived , in accordance with FAR 22.1305(a) or the Agency Head has waived, in accordance with FAR 22.1305(b)all the terms of this clause.)

_X_ (9) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793). Insert this clause in solicitations and contracts that exceed or are expected to exceed $10,000, except when- (i)Both the performance of the work and the recruitment of workers will occur outside the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, and Wake Island; or (ii) The agency head has waived, in accordance with FAR 22.1403(a) or FAR 22.1403(b) all the terms of the clause.. If the Agency Head waives one or more (but not all) of the terms and conditions of the clause, use the basic clause with it s Alternate 1.

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_X_ (10) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212). Insert this clause in solicitations and contracts containing the clause at FAR 52.222-35, Equal Opportun-ity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans.

___ (11) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).