SolicitationRFP08-04ConductingastudyofartsfestivalsintheUSPDF.pd

February 1, 2008

Reference: Conduct a Study of Arts Festivals in the United States

Subject: Request for Proposal Solicitation Number RFP-08-04 100% Small Business Set-Aside

Dear Offeror:

The National Endowment for the Arts (NEA) invites contractors to submit a proposal for services described in the attached statement of work, under the authority of Part 12 of the Federal Acquisition Regulation.

Enclosed you will find a Statement of Work for conducting a study of arts festivals in the United States. Questions concerning this proposal shall be submitted via email to harrisl@arts.endow.gov by 2:00 pm (EST) February 8, 2008. Please submit your proposals by February 22, 2008 at 4:00 p.m. (EST). This RFP in no way obligates the U.S. Government to award a contract, nor does it commit the U.S. Government to pay any cost incurred in preparing and submitting your proposal.

The selection process will consist of a Best Value source selection based on organizational past performance, organizational experience, key personnel and price. Under a Best Value source selection, non-price evaluation factors, when combined are significantly more important than price. However, NEA will not select an offeror for award on the basis of a superior capability without consideration of the amount of its price. In order to select the winning proposal, NEA will rank each offeror by making a series of paired comparisons between them, trading off the marginal differences in capability with the marginal difference in price.

This procurement is a 100% Small Business Set Aside. The NAICS code for this solicitation is 541370. The Government’s estimate is $236,000.00. The actual period of performance will be determined at the time of award; however we anticipate awarding a 22 month contract.

Proposals submitted in response to this RFP will be received by mail, email or delivery.

Proposals may also be mailed to the attention of the undersigned at NEA.

Hand-Carried and Mailing Address:

National Endowment for the Arts 1100 Pennsylvania Ave., NW, Suite 618 Washington, DC 20506 Attention: Latonca M. Harris

E-Mail Address: harrisl@arts.endow.gov mailto:latonca.m.harris@usdoj.gov http://www.census.gov/eos/www/naics/htmls/5/541370.htm

Proposals that are faxed will not be accepted. Proposals must be received by the closing date and time stated above. Please refer any questions concerning this request to Latonca M. Harris at

(202) 682-5476 or by email at harrisl@arts.endow.gov.

Sincerely, Latonca M. Harris Contracting Officer Grants & Contracts Office

Enclosures:

Section B, Supplies/Service and Prices Section C, Description/Specifications/Statement of Work Section D, Preservation, Packaging and Marking Section E, Inspection and Acceptance Section F, Deliveries or Performance Section G, Contract Administration Data Section H, Special Contract Requirements Section I, Contract Clauses Section J, List of Attachments Section K, Representations, Certifications and Other Statements of Offerors Section L, Instructions, Conditions and Notices to Offerors Section M, Evaluation Factors for Award

SECTION B

SUPPLIES/SERVICES AND PRICES

B.1 General

(a) The contractor shall conduct a study of arts festivals in the United States for the National

Endowment for the Arts, Office of Research & Analysis, located in Washington, DC.

(b) All unit prices are firm fixed rates.

The position below is subject to the Department of Labor’s Wage Rates attached in Section J. It is incumbent upon the contractor to ensure full compliance with the appropriate Wage Determination.

B.3 Contract Type

Firm Fixed Price

Period of Performance: February 2008 through December 31, 2009

Task Cost Quantity Total Finalize survey instruments Complete, pilot and finalize survey instruments. Convert survey so it is web-based. Submit OMB package.

$ 1 Lump Sum

Finalize mailing list for national survey Coordinate, collect, clean and prepare mailing list for the national survey.

$ 1 Lump Sum

Conduct national survey and necessary follow-up Roughly 8,000 – 10,000 arts festivals will be asked screener questions; 2,000 – 3,000 festival organizers will take full survey.

$ 1 Lump Sum

Conduct 6 – 8 case studies Visit and conduct audience survey, focus group discussions and individual interviews at each case study site.

$ 1 Lump Sum

Analyze data Conduct quantitative and qualitative analyses of data from national survey and case studies.

$ 1 Lump Sum

Report writing Shorter reports: Work plan and interim report

$ 1 Lump Sum

Longer reports: National survey report, case study write-ups and final report with executive summary.

$ 1 Lump Sum

TOTAL $

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 BACKGROUND

The National Endowment for the Arts (NEA) is seeking a Contractor to conduct a study of outdoor arts festivals in the U.S. The NEA will be working with the Association for Performing Arts Presenters (APAP) throughout this project. Since fiscal year 2003, the NEA has awarded over $12 million in grants to 709 organizations with the institution type or activity type of

"fair/festival." However, there is no single, comprehensive research publication or database that describes the range and/or impact of arts festivals in this country.

Through a large-scale, national survey of festival organizers, the NEA aims to provide a snapshot of the festival community through aggregated data on the number, types, financing, staffing, regional distribution, artist employment patterns, and other characteristics of U.S. arts festivals. A handful of case studies will provide an in-depth look at specific arts festivals, serve as examples of the type of events that fall in the scope of the study, and provide a context for the discussion of national statistics. The case studies will showcase the range and diversity of events that are “arts festivals” and explore organizational structure, how festivals function, audience patterns, and the relationship with and impact on the local community. At these sites, a survey will be administered to event participants and focus-group discussions and individual interviews will occur with audience members, event organizers, local community members, and/or artists. While we anticipate that the number of arts festivals in the U.S. is quite large, we will focus our survey efforts on a subset of organizations that meet the criteria described below.

The research will focus on arts festivals that share the following characteristics:

• Programs that are held primarily outdoors, though there may be some indoor components.

• Arts are a demonstrated priority through programming or staffing (i.e., they have an arts director or curator on staff). The programming may be genre-specific or cross-disciplinary. Events featuring the art of a specific community or demographic subgroup are also of interest.

• Access is a priority, demonstrated through free admission or (relatively) low-cost ticket programs. These may include festivals for which a number of tickets have been set aside for free distribution to certain groups.

Festivals may be one-day or season-long programs. In order to understand the breadth of the funding structures for these events, the study cohort will include any model of sponsorship including non-profit and for-profit organizations. The study will examine multi-disciplinary events (e.g., festivals that stage a combination of performing arts, music, and visual arts events) as well as discipline-specific arts festivals.

C.2 SCOPE OF WORK

The Contractor will conduct a survey of arts festivals that will generate statistics on the number, type, structure and characteristics of festivals that occur each year in the U.S., as well as provide an in-depth look at 6-8 festivals that represent a cross-section of the different festival types. The Contractor will assist with the development, piloting and finalization of the national survey instrument and the case study protocol (audience survey, focus group discussion, and individual interview questionnaires); assist with the drafting and submission of an OMB package; compile and clean a list of festival organizers’ names and addresses for the national survey; conduct the national survey (no more than 10,000 organizations are expected to receive the screener questions, which will determine the organizations that are and are not surveyed); conduct 6-8 case studies including: site visits where needed, audience surveys, focus group discussions and individual interviews; analyze and report the national survey results; analyze and write up the case studies; and provide an executive summary and detailed report on the overall results, including recommendations for future areas of research.

C.3 DETAILED SPECIFICATIONS

The goal of this study is to provide a snapshot of the outdoor arts festival community in the U.S.

through aggregated statistics and characteristics of outdoor programming, and to provide an in-depth look at arts festivals through profiles of 6-8 events. The Contractor will perform the following tasks for this project:

C.3.1

Meet with the Director of NEA Research & Analysis to obtain the preliminary draft of the national survey instrument and case study protocol for further development, and the list of festival organizers’ names and addresses gathered to date. Provide and discuss the schedule for completing the project tasks.

See Addendum A and B for a list of the types of topics that will be addressed in the national survey and case studies, respectively. A more refined list of possible questions will be provided to the Contractor. Assistance with the development of questionnaires for the national survey and case study protocol will be required. The final instruments will be approved by the Endowment Project Director.

C.3.2

Prepare a brief work plan (1 or 2 pages) for accomplishing the tasks of the project.

C.3.3

Convert draft survey instruments to web-based questionnaire. Conduct a small pilot test of the draft survey instruments with fewer than 10 festivals. (Potential festivals for the pilot already have been identified by Endowment Project Director and sponsor approval has been granted.)

Finalize the survey instruments and case study protocol based on results from the pilot study.

Assist with the writing and submission of a clearance package for the instruments to OMB.

C.3.4

Coordinate, collect, clean and prepare the list of festival organizers’ names and addresses for use in the national survey (we anticipate roughly 10,000 organizations or fewer). (We are taking a broad stroke in collecting organizations’ names and believe that a portion will drop out after screening for outdoor, arts festivals. Furthermore, we will be surveying a representative sample of each arts festival discipline. Thus, in the end we expect roughly 2,000-3,000 festival organizers will take the full survey, though this range may vary.) This effort will entail the following steps:

a) De-duplication, checking (via web searches) and cleaning of an initial mailing list which already will have been compiled from grantee and member lists of more than 20 organizations, including the NEA, the National Assembly of State Arts Agencies (NASAA), Regional Arts Organizations, and discipline-specific arts service organizations as well as multi-discipline arts service organizations (e.g., APAP). This list will be of good quality, with approximately 5,000- 6,000 organization names, but it will have significant duplication.

b) In consultation with Endowment Project Director, identify, collect, and clean (via web searches) mailing list information from parks, recreational associations, and local municipal groups (e.g., Chamber of Commerce, Convention and Visitor Bureau, Land Use Permit Office) and other relevant data sources for the 10 largest metropolitan areas (expect approximately 4,000-5,000 organizations or fewer). The Contractor is not expected to incur any costs or fees for the use of these lists.

c) Compile and de-duplicate mailing list from a) and b) and prepare a master list for use in the national survey.

C.3.5

Compile a brief interim report describing the progress of the project to date, including the organizations captured through the mailing list compilation. Provide the final version of the list to Endowment Project Director for review.

C.3.6

Conduct the national survey using the mailing lists of festivals resulting from C.3.4. Festival organizers will be contacted by email (as well as regular mail and telephone as needed) and will be asked to complete the survey online. Approximately 8,000-10,000 arts festivals will be asked screener questions, and we expect that many of these festivals (e.g., a garlic festival) will not meet the criteria of “primarily outdoors, low cost and arts-focused festivals” and thereby will be eliminated with a question or two. Of the festival organizers that meet the criteria (roughly 6,000- 8,000 events), a representative sample by arts festival discipline (roughly 2,000-3,000 festival organizers) will be selected for the full instrument (8 -10 minutes). The rest will be bumped out after answering 4-5 questions.

The Contractor shall conduct the necessary follow-ups via email, regular mail and, in some cases, telephone, to ensure a good response to the survey. Should the survey yield a very low response rate, a non-respondent survey would be required to analyze respondent/non-respondent differences.

C.3.7

Prepare a draft report that summarizes the results of the national survey. The report should provide aggregate data from the national survey and describe the information gleaned about U.S.

arts festivals, such as arts discipline, funding, staffing, number of artists employed, number of events held, number of performances, number of days, expenditures, revenues including source, and patterns of different types of festivals (urban, rural, single-discipline, multi-discipline, ethnic, non-profit, for-profit, those with educational aspects, etc.).

C.3.8

Conduct 6-8 case studies including site visits, audience surveys (6 – 8 minute survey to a representative sample of audience members), focus group discussions (3-4), and interviews with key informants (4-6) at each site. (Audience surveys may be conducted by Contractor or by festival organizers under the supervision of the Contractor.) The case study sites will be geographically varied while showcasing the range and diversity of events that are “arts festivals,” and they will be chosen in consultation with the Endowment Project Director. (To allow for the best possible mix of case study sites, case studies may be conducted any time after OMB clearance has been received.)

C.3.9

Prepare write-ups of each of the case study visits and an overview of what was learned from examining information across the case study sites.

C.3.10

Prepare a draft final report, with an executive summary, that details the results of the national survey and the case studies. The report should include recommendations for future areas of research and lessons learned about factors that contribute to the success – and flaws or difficulties

– of arts festival programming.

C.3.11

Revise the final report based on the comments provided by the NEA and APAP.

SECTION D

PRESERVATION, PACKAGING AND MARKING

Not Applicable.

SECTION E

INSPECTION AND ACCEPTANCE

E.1 52.252-2 Clauses Incorporated by Reference (FEB 1998)

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

(END OF CLAUSE)

E.2 52.246-4 Inspection of Services—Fixed-Price (AUG 1996)

E.3 Inspection and Acceptance

FAR Clause 52.246-4 Inspection of Services – Fixed Price, will govern inspection and acceptance of all services performed by the Contractor. The Contractor is responsible for carrying out its obligations under this contract by controlling the quality of all services rendered and ensuring performance of all contract requirements.

http://www.arnet.gov/

SECTION F

DELIVERIES OR PERFORMANCE

Delivery Schedule:

NEA agrees to release payments to the contractor consistent with the submission of deliverables during the task order period. The contractor may invoice according to the following schedule:

Table - Payment Schedule for NEA

Deliverables

Amount

Completion and Approval of Task C.3.1 within 10 days of the award. $

Completion and Approval of Task C.3.2 within 14 days of the award. $

Completion and Approval of Task C.3.3 within 4 months of the award.

Completion and Approval of Task C.3.4 within 6 months of the award.

Completion and Approval of Task C.3.5 within 7 months of the award.

Completion and Approval of Task C.3.6 within 10 months of the award.

Completion and Approval of Task C.3.7 within 12 months of the award.

Completion and Approval of Task C.3.8 within 18 months of the award.

Completion and Approval of Task C.3.9 within 19 months of the award.

Completion and Approval of Task C.3.10 within 21 months of the award.

Completion and Approval of Task C.3.11 within 30 days of receipt of comments from NEA and APAP.

Reimbursable Travel Cost (Travel costs will be reimbursed in accordance with Federal Travel Regulations). To participate in the travel requirements under the resultant contract, must be pre-approved in writing by the Endowment Project Director.

Grand Total:

F.1 Term of Contract

The contract term is for 22 months from the date of award as shown in Section B.

F.2 Notice to the Government of Delays

In the event the Contractor encounters difficulty in meeting performance requirements, or when he anticipates difficulty in complying with the contract deliverables, completion date, or whenever the

Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the Contracting Officer and the Endowment Project Director, in writing, giving pertinent details; provided, however, that this data shall be informational only in character and that this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

F.3 Deliverables

The contractor shall provide information regarding the content and format for each deliverable.

Acceptance of all written documents and reports will be based upon the Endowment Project Director’s review and approval. The Contractor shall provide any additional reports that may be requested by the Endowment Project Director.

SECTION G

CONTRACT ADMINISTRATION DATA

G.1 Endowment Project Director

1.1.1 Upon award, an Endowment Project Director will be designated to coordinate the technical aspects of this contract and inspect items/services furnished hereunder; however, he shall not be authorized to change any terms and conditions of the resultant contract, including price.

1.1.2 The Endowment Project Director is authorized to certify (but not to reject or deny) invoices for payment in accordance with enclosed payment terms. The authority to reject or deny performance and associated invoice payment is expressly reserved for the Contracting Officer.

1.1.3 The Endowment Project Director for this contract is:

To be determined at time of award

National Endowment for the Arts 1100 Pennsylvania Ave., NW, Suite 616

Washington, DC 20506

1.1.4 The Contracting Officer for this contract is:

Latonca M. Harris

National Endowment for the Arts 1100 Pennsylvania Ave., NW, Suite 618

(202) 682-5476

Written communications shall make reference to the award contract number and shall be mailed to the above address.

G.2 Invoice Requirements

2.1.1 Payment for actual work and services rendered under this contract will be made. Payment will be made by the National Endowment for the Arts via Electronic Funds Transfer (EFT) and in accordance with the contract clause 52.212-4 Contract Terms and Conditions--Commercial Items

(FEB 2007), and 52.232-34 Payment by Electronic Funds Transfer--Other Than Central Contractor Registration (May 1999), upon submission of commercial invoices to the Endowment Finance Office, Room 624.

2.1.2 The office that will make the payments due under this contract (i.e., the designated payment office) is shown below.

National Endowment for the Arts Finance Office, Suite 624

1100 Pennsylvania Ave., NW

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 Contract Type

This is a Firm Fixed Price Indefinite-Delivery Commercial Item Contract with Fixed Labor rates.

H.2 Prohibition against Soliciting and Performing Personal Services

A. The performance of personal services under this contract is strictly prohibited.

B. Personal service contracting is described in Section 37.104 of the Federal Acquisition Regulations

(FAR). There are a number of factors, when taken individually or collectively, which may constitute personal services. Each contract arrangement must be judged in light of its own facts and circumstances, but the question relative to personal services is: Will the Government exercise relatively continuous supervision and control over the contractor personnel performing this contract?

C. The government and the Contractor understand and agree that the support services to be delivered under this contract are nonpersonal services in nature that is no employer-employee relationships exist or will exist under the contract between the government and the contractor or between the Government and the contractor’s employees.

D. Contractor personnel under this contract shall not:

1. Be placed in a position where they are appointed or employed by a Federal employee, or are under the supervision, direction, or evaluation of a Federal employee.

2. Be placed in a Federal staff or policy making position.

3. Be placed in a position of supervision, direction, or evaluation over NEA personnel, or personnel of other contractors, or become a part of a government organization.

E. Employee Relationship

1. The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment and discretion on behalf of the government.

2. Rules, regulations, direction, and requirements which are issued by NEA management under their responsibility for good order, administration, and security are applicable to all personnel who enter a Government installation. This is not to be construed or interpreted to establish any degree of Government control which is inconsistent with a non-personal services contract.

3. The Contractor shall immediately advise the Contracting Officer if the contractor or its employees are directed by any Government employee to perform work that the Contractor believes constitutes personal services.

H.3 Facility Access

A. Rights of Egress and Ingress

During the life of this contract, the rights of ingress to and egress from the National Endowment for the Arts facility for the Contractor's representatives shall be made available as required.

During all operations on Government premises, the Contractor's personnel shall comply with the rules and regulations governing the conduct of personnel and the operation of the facility. The Government reserves the right to require Contractor personnel to "sign-in" upon entry and "sign-out" upon departure from the National Endowment for the Arts facility.

B. Building Access Passes

1. When any Contractor personnel enter a NEA building for the first time, the Contractor must notify the Endowment Project Director in advance and provide the full name and purpose of visit in order to obtain approval for escorted access.

H.4 Security Requirements

Compliance with Homeland Security Presidential Directive-12 (HSPD-12) and Federal Information Processing Standard Publication 201 (FIPS 201)1 entitled "Personal Identification Verification (PIV) for Federal Employees and Contractors," Phase I.

In accordance with FAR 52.204-9, Personal Identity Verification of Contractor Personnel (January 2006), all contractor personnel assigned to work at the NEA or who will have access to NEA information systems are subject to the NEA “Identity Proofing and Registration Process,” established in compliance with “Homeland Security Presidential Directive 12 (HSPD-12)” and subsequent guidance provided in, e.g., “Federal Information Processing Standards Publication 201” (FIPS PUB 201) and Office of Management and Budget “Memorandum M-05-24” (August 5, 2005).

At least ten working days before a contractor employee will begin work at the NEA or need access to NEA information systems, the contractor shall contact the COTR to arrange an appointment for the purpose of initiating the process. All contractor personnel shall appear in person to verify their identity, provide fingerprints, and be photographed, prior to issuance of an NEA identification credential.

If a Federal agency has previously performed a background investigation of a contractor employee proposed to work on this contract, the contractor shall submit information to the COTR to enable the NEA Office of Human Resources (OHR) to verify any previous successfully adjudicated background investigation performed by a Federal agency that meets the requirements of HSPD-12 and subsequent related Personal Identify Verification (PIV) guidance.

If a prior background investigation has not been performed and successfully adjudicated, or cannot be verified by the NEA, the contractor employee shall complete and submit the appropriate background investigation application form (in most cases SF-85: Questionnaire for Non-Sensitive Positions) to the NEA’s OHR. The OHR will – in accordance with current PIV guidance – initiate a background investigation. A credential will be issued only in accordance with the above-referenced guidance.

If the NEA receives disqualifying information on a contractor employee at any time, the NEA, at its sole discretion, may suspend or terminate access to and/or use of any or all NEA facilities and systems, and bar the contract employee from unescorted access to NEA facilities.

At the end of a contractor employee’s performance at the NEA, the contractor employee shall turn in his/her NEA identification credential to OHR prior to departure.

The denial of an agency identification credential to individual contractor employees by the NEA shall not be cause for extension of the period of performance of this contract or any contractor claim against the NEA.

H.5 Contractor Employee Residency Requirement

All contractor employees assigned to this contract and working within the United States shall meet the Federal Regulation Residency Requirement. The Residency Requirement states that, for three of the five years immediately prior to applying for a position, the individual must have: 1) resided in the United States; 2) worked for the United States overseas in a Federal or military capacity; or 3) be a dependent of a Federal or military employee serving overseas.

SECTION I

CONTRACT CLAUSES

I.1 52.252-2 Clauses Incorporated By Reference, (FEB 1998)

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

http://www.arnet.gov.

I.2 52.204-9 Personal Identity Verification of Contractor Personnel. (Jan 2006)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have physical access to a federally-controlled facility or access to a Federal information system.

(End of clause)

I.3 52.212-4 Contract Terms and Conditions – Commercial Items (FEB 2007)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601- 613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—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 the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment

Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 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; 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 order:

(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 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) 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 Government’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 Officer. 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 information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(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 http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause) http://www.ccr.gov/

Alternate I (Feb 2007). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i) and (l) for those in the basic clause.

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

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

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

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

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

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

(B) Terminate this contract for cause.

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

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

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

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

As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments. (1) Services accepted. Payment shall be made for services accepted by the Government that have been delivered to the delivery destination(s) set forth in this contract. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at

FAR 2.101, the price to be paid for such materials shall be the contractor's established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B)…