Loan Agreement - Encoders.doc

TESTING AGREEMENT

Between [business name] And the Library of Congress This Agreement is made this_______ day of __________________, 2022 by and between ____ (henceforth known as “Offeror”), located at _________, and the Library of Congress (henceforth known as “Library”), located at 101 Independence Avenue SE, Washington, DC, 20540 (as well as the NAVCC campus located at 19053 Mt Pony Rd, Culpeper, VA, 22701).

1. Pursuant to request for information (RFI) # LSM20210008, as well as a Public Notice (Entitled as: Audiovisual Encoders - Test Program) the Library requires digital encoders (as well as all ancillary parts if required) capable of integrating with the NAVCC’s existing robotic workflow and producing files that conform to the archive file format (AFF) and viewing file format (VFF). The Library has determined that it is in its interest, as the national library with broad and diverse film and audiovisual collections, to assess the availability of commercial products to accomplish the Library’s requirements and to determine the qualifications of potential offerors to provide encoders and parts meeting the necessary technical capabilities. Likewise, if entering into this agreement, the Offeror has determined that it is in its interest to lend its commercially available items to the Library for testing.

2. For the above-stated purposes, the Offeror agrees to loan to the Library at no cost (including all potential and unforeseen costs that might be incurred) the following equipment (hereinafter “equipment”). The full list of equipment being loaned is as follows: [description of equipment, including serial numbers, make and model number, full list of all parts, and the total dollar value of all equipment loaned].

3. The term of the loan shall be from the date of the last signature of this agreement for up to 120 days, unless otherwise terminated pursuant to Paragraph 9 below. Upon mutual agreement, the term may be extended for an additional 120 days.

4. By signing up for this loan agreement, the Offeror agrees to wholly release all liability or obligation to pay for damages to the equipment. Should the Offeror choose to have Library employees unpack and install equipment once it is shipped, as well as uninstall and repack the equipment upon completion of the loan program, the Library shall not be responsible for damage to the equipment incurred during this process. Moreover, the Offeror agrees to whole release all liability or obligation to pay for damages to the equipment while in the Library’s care in general. This includes damage as a result of improper handling or negligence while in the Library’s possession, damage done during shipping, as a result of malfunctions or issues arising during use or testing of the equipment or while integrated to Library systems, from a failure to meet the stated functional requirements, for damage resulting to the equipment as a result of inaccurate statements submitted regarding the technical capabilities of the equipment, or any other potential reason not explicitly listed herein.

5. The Offeror agrees to pay for damages to the Library’s systems should damages arrive from inaccurate statements submitted regarding the technical capabilities of the equipment.

6. In consideration for the loan of equipment, the Library will provide Offeror with the results of the tests and a report that details against the provided test plan. The Library shall only provide the test results on the loaned equipment from the Offeror, and shall not provide the testing results of any other loaned equipment from other businesses (if any).

7. The parties acknowledge that the present condition of the equipment is of good, functioning, quality. The purpose of this Agreement is to facilitate the testing of the product to ensure compatibility with Library systems and accomplishment of the capabilities identified by the Offeror. The Library’s mission includes preserving archival records and items of historical import. Loan of the Offeror’s equipment is necessary to ensure compatibility with Library systems to continue this mission. It is intended that the equipment will remain under the control of the Library during the entire period of this Agreement, except for when shipped by a third party vendor.

8. Offeror represents and warrants that it has rights, licenses and permissions necessary to loan the equipment as contemplated herein and that such loan shall not infringe upon the rights of any third parties. The loaned equipment shall also not become the legal property of the Library under any circumstances resulting from this Agreement.

9. Offeror must pay the costs of shipping the equipment to the Library facilities at 19053 Mount Pony Road, Culpeper, VA and must pay for return shipping of the equipment to the Offeror’s facility. The Library does not assume any responsibility for loss or damage due to improper handling or negligence, including during transport, including those as a result from the third part shipping vendors.

10. Should either party choose to terminate this agreement, they may do so by giving the other party 30 days written notice. In such a case the Offeror is still responsible for return shipping.

11. The Library will notify Offeror after completion of the testing to coordinate return shipping of the equipment as well as providing the test results as consideration.

12. This Agreement and all rights and obligations are limited to the Library and the Offeror and may not be assigned without the Library’s prior written consent.

13. Any notices or technical inquiries shall be directed to the following:

To the Library:

To Offeror:

James Snyder

[TBD]

Library of Congress

National Audio Visual Conservation Center 19053 Mount Pony Rd.

Culpeper, VA, 22701-7551 Ph. 202-707-7097 E-mail: jsny@loc.gov

14. This agreement constitutes the entire agreement between the parties, supersedes any prior agreements on the same subject, and may not be modified except by a written agreement signed by both parties. This Agreement may be signed in counterparts.

Facsimile or copied signatures are to be deemed originals.

15. The following signatures bind this Agreement:

The Library of Congress:

By:

_____________________________________ Date: _____________________

James Robinson Contracting Officer _____________________________________ Date: _____________________

James Snyder

Senior Systems Administrator [Offeror]:

By:

_____________________________________ Date________________________

[Name]

[Title]

Attachment to Agreement: Test Plan for Loaned Equipment