Library of Congress
Office of Contracts & Grants Management - Vendor Information

LIBRARY OF CONGRESS – MODIFIED SOLICITATION PROVISIONS AND CONTRACT CLAUSES

 

 

LOC 52.204-0001 Annual Representations and Certifications (Jun 2009)  

LOC 52.209-7 Security Requirements for On-Site Contractor Personnel (Jun 2009)

LOC 52.212-0001 Offeror Annual Representations and Certifications – Commercial Items (Jun 2009)

LOC 52.212-4  Contract Terms and Conditions—Commercial Items (Jun 2009)

LOC 52.212-4 Alt I Contract Terms and Conditions - Commercial Items (Jun 2009)

LOC 52.212-5  Contract Terms and Conditions Required to Implement Statutes or Executive Orders --Commercial Items (Jun 2009)

LOC 52.213-4 -Terms and Conditions - Simplified Acquisitions (Other Than Commercial Items) (Jun 2009)

LOC 52.217-8  Option to Extend Services (Jun 2009)  

LOC 52.217-9  Option to Extend the Term of the Contract (Jun 2009) 

LOC 52.222-3 Convict Labor (Jun 2009)

LOC 52.227-0001 Indemnification (Jun 2009)

LOC 52.227-0002 Infringement (Jun 2009)

LOC 52.229-0001 Federal, State, or Local Taxes (Jun 2009)

LOC 52.232-25  Prompt Payment (Jun 2009)

LOC 52.233-1  Disputes (Feb 2008)

LOC 52.246-0001 Acceptance (Jun 2009)
LOC 52.246.0002 Endorsements (Jun 2009)
LOC 52.246-17 Warranty of Supplies of a Noncomplex Nature(Jun 2009)  

LOC 52.247-0001 Shipping (Jun 2009)

LOC 52.247-0002 Receiving (Jun 2009)      

LOC 52.247-0003 Freight Charges (Jun 2009)

LOC 52.247-9004  Deliveries (Nov 2007)

 

 

LOC 52.204-0001 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for non-commercial items.]  

 

The prospective contractor shall complete the electronic annual representations and certifications, FAR 52.204-8 Annual Representations and Certifications (Jan 2006) at http://orca.bpn.gov in conjunction with required registration in the Central Contractor Registration (CCR) database (see FAR 4.1102).  The Offeror shall submit to the Contracting Officer a copy of the completed representations and certifications with its offer. The prospective contractor shall update the representations and certifications submitted to ORCA as necessary, but at least annually, to ensure they are kept current, accurate, and complete. The representations and certifications are effective until one year from date of submission or update to ORCA.

                                                  

(End of Clause)

 

 

LOC 52.209-7 Security Requirements for On-Site Contractor Personnel (Jun 2009).

 

[Prescription:  Include this clause in solicitations and contracts that require on-site contractor personnel; otherwise, do not include.]

 

 (a) Personnel provided under this contract shall not be under pending charges and shall have not been convicted of any felony within the last 10 years, or any misdemeanor within the last 5 years (excepting minor motor vehicle infractions for which the individual paid a fine or posted collateral in the amount of $300 or less), which would indicate violent or disruptive conduct, dishonest conduct, untrustworthiness or unreliability which could reasonably affect performance on the contract or pose a security concern with respect to access to Library buildings or grounds, property or collections.  Note that the term "convicted" would include a disposition of "probation" or "probation before judgment." 

 

(b) Should any person employed by the contractor to perform work under this contract be convicted of any of the aforesaid offenses, the contractor agrees to remove the individual from the contract performance and return all Library building and stack passes issued to the individual.  The contractor also agrees to remove any individual under pending charges for any felony or misdemeanor with the exceptions noted above until such time as the final disposition is known. 

 

(c) Upon request of the Library, the contractor will identify personnel to be assigned to work under the contract and submit a FD-258 (contractor fingerprint chart) and any other necessary administrative forms provided by the Library so that a background check may be conducted.  The parties agree that the Library has final authority to determine the suitability of contractor personnel who perform work under this contract.  Nevertheless, the fact that the Library may conduct background checks on assigned contractor personnel does not relieve the contractor of the responsibility to provide qualified, reliable personnel of sound character and conduct.

 

(End of Clause)

 

LOC 52.212-0001 OFFEROR ANNUAL REPRESENTATIONS AND CERTIFICATIONS - COMMERCIAL ITEMS (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items.]

 

The prospective contractor shall complete the electronic annual representations and certifications, FAR 52.212-3 Offeror Representations and Certifications –Commercial Items (Feb 2009) at http://orca.bpn.gov in conjunction with required registration in the Central Contractor Registration (CCR) database (see FAR 4.1102).  The Offeror shall submit to the Contracting Officer a copy of the completed representations and certifications with their offer.  The prospective contractor shall update the representations and certifications submitted to ORCA as necessary, but at least annually, to ensure they are kept current, accurate, and complete. The representations and certifications are effective until one year from date of submission or update to ORCA.

(End of Clause)

 

 

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

 

[Prescription:  This LOC clause includes terms and conditions which are, to the maximum extent practicable, consistent with customary commercial practices and should be included in solicitations and contracts for the acquisition of commercial items, including acquisition of commercial items using simplified acquisition procedures in accordance with FAR 13.5.]  

 

(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, and latent defects 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 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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

 

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

 

(d) Disputes.  This contract is subject to 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 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 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;

(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 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 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, 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 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 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, 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;  Section 1553 of the American Recovery and Reinvestment Act of 2009, relating 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 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 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 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)

 

LOC 52.212-4 Contract Terms and Conditions - Commercial Items (Mar 2009) - Alternate 1 (Oct 2008) —As Modified by the Library of Congress (Jun 2009)

 

[Prescription:  Use this clause with its Alternate 1 when a Time and Materials or Labor Hour contract will be awarded.] 

 (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.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

 

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

 

(d) Disputes.  This contract is subject to LOC 52.233-1, Disputes (Jul 2002) - As Modified by the Library of Congress (Feb 2008).

 

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions (Jul 2004), is incorporated herein by reference.  As used in this clause—

(i) Direct materials mean 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.

(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 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;

(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 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 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, 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) 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) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’.”]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost—

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an 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. 

(i)  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)

(ii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

 

(8) 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 (June 2009).

 

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

 

(10) 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.

 

(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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that 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, 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;  Section 1553 of the American Recovery and Reinvestment Act of 2009, relating 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 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 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 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)

 

 

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

 

[Prescription: This clause incorporates by reference only those clauses required to implement provisions of law or executive orders applicable to the acquisition of commercial items.  Include this clause in solicitations and contracts for commercial items and using the appropriate clause prescription, indicate which, if any, of the additional clauses cited in 52.212-5 (b) or (c) are applicable to the specific acquisition.]    

 

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract 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). (This clause applies to all solicitations and contracts.)

            _ Alternate 1 (Aug 2007) of 52.222.50 (22 U.S.C. 7104(g).  (Use the basic clause with its Alternate 1when the contract will be performed outside the United States (as defined at FAR 25.003) and the contracting officer has been notified of specific directives or notices regarding combating trafficking in persons (such as general orders or military listing of “off limits” local establishments) that apply to contractor employees at the contract place of performance.)

            (2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).  (This clause applies to all solicitations and contracts.)

            (3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78).  (This clause applies to all solicitations and contracts.) 

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

 

[Contracting Officer shall check as appropriate.]

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate 1 (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).  (Include this clause in solicitations and contracts exceeding 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).  (Include this clause in all solicitations and contracts 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).  (Include this clause in all solicitations and contracts funded in whole or in part with Recovery Act funds, except classified solicitations and contracts. 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 Recovery 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 the clause at 52.204-11 is not incorporated.)

___ (4) LOC 52.222-3, Convict Labor (Jun 2003) (E.O. 11755) – As Modified by the Library of Congress (Jun 2009). (Include this clause in 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 secured in the open market or from existing stocks, as distinguished from supplies requiring special fabrication.)

 

___ (5) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).  (Include this clause in all solicitations and contracts for the acquisition of supplies that are expected to exceed the micro-purchase threshold.)

 

___ (6) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).  (Include this clause in the solicitations and contracts that will include the clause at FAR 52.222-26, Equal Opportunity.)

 

___ (7) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).  (Include this clause in 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).)

 

___ (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).  (Include 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.)

 

___ (9) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793).  (Include 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.)  

 

___ (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).  (Include this clause in solicitations and contracts containing the clause at FAR 52.222-35, Equal Opportunity 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).  (Include this clause in all solicitations and contracts, except— (i) Acquisitions that do not exceed the simplified acquisition threshold. For indefinite quantity contracts, include the clause only if the value of orders in any calendar year of the contract is expected to  exceed the simplified acquisition threshold; or (ii) Contracts covered by an exemption granted by the Secretary of Labor. A contracting agency may modify the clause at FAR 52.222-39, if necessary, to reflect an exemption granted by the Secretary (see FAR 22.1603(a).)   

 

___ (12) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (May 2008)(42 U.S.C. 6962(c)(3)(A)(ii)). (Include this clause in solicitations and contracts exceeding $100,000 that include the provision at FAR 52.223-4 Recovered Material Certification.  Not applicable to the acquisition of commercially available off the shelf items.) 

 

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).  (If technical personnel advise that estimates can be verified, use the clause with its Alternate I.  Not applicable to the acquisition of commercially available off the shelf items.) 

 

___ (13) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).  (Unless exempt pursuant to FAR 23.204, include this clause in solicitations and contracts when energy-consuming products listed in the ENERGY STAR [reg]Program or FEMP will be--(a) Delivered; (b) Acquired by the contractor for use in performing services at a Federally-controlled facility; (c) Furnished by the contractor for use by the Government; or (d) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance.)  

 

___ (14) 52.225-1, Buy American Act--Supplies (Feb 2009) (41 U.S.C. 10a-10d).  (Include this clause in solicitations and contracts with a value exceeding the micro-purchase threshold but not exceeding $25,000; and in solicitations and contracts with a value exceeding $25,000, if none of the clauses prescribed in paragraphs (b) and (c) of this section apply, except if—( i) The solicitation is restricted to domestic end products in accordance with Subpart 6.3;(ii) The acquisition is for supplies for use within the United States and an exception to the Buy American Act applies (e.g., nonavailability, public interest, or information technology that is a commercial item); or (iii) The acquisition is for supplies for use outside the United States.)

 

___ (15) (i) 52.225-3, Buy American Act –Free Trade Agreements – Israeli Trade Act (Feb 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286, and 109-169).  (Insert this clause if — (A) The acquisition is for supplies, or for services involving the furnishing of supplies, for use within the United States, and the acquisition value is $25,000 or more, but is less than $194,000; (B) The acquisition is not for information technology that is a commercial item, using fiscal year 2004 or subsequent fiscal year funds; and (C) No exception in FAR 25.401 applies. For acquisitions of agencies not subject to the Israeli Trade Act (see 25.406), see agency regulations.)

 

___ (ii) Alternate I (Jan 2004) of 52.225-3.  (If the acquisition value is $25,000 or more but is less than $50,000, use the clause with its Alternate I.)

 

___ (iii) Alternate II (Jan 2004) of 52.225-3.  (If the acquisition value is $50,000 or more but is less than $67,826, use the clause with its Alternate II.)

 

___ (17) 52.225-5, Trade Agreements (Mar 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).  (Include this clause in solicitations and contracts valued at $194,000 or more, if the acquisition is covered by the WTO GPA (see Subpart 25.4) and the agency has determined that the restrictions of the Buy American Act are not applicable to U.S.-made end products. If the agency has not made such a determination, the contracting officer must follow agency procedures.)   

 

___ (18) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).  (Include this clause in solicitations and contracts, unless an exception applies.)

 

___ (19) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). (Include this provision in solicitations and contracts for acquisitions that are set-aside for a Disaster or Emergency Area under FAR 26.203(a).)  
 

___ (20) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).  (Include this clause in solicitations and contracts for the acquisition of commercial items when the contracting officer specifies the terms of commercial contract financing.  Insert this clause in contracts for the acquisition of commercial items when the solicitation invited offerors to propose financing terms and the successful offeror proposed financing terms.)

 

___ (21) 52.232.30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).  (Contracting officers may insert this clause in solicitations and contracts in lieu of constructing a specific clause in accordance with FAR 32.206(b) through (e), if the contract action qualifies under the criteria at FAR 32.202-1(b) and installment payments for the item are either customary or are authorized in accordance with agency procedures.)

 

___ (22) 52.232-33, Payment by Electronic Funds Transfer - Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).  (Include this clause in solicitations and contracts that include the clause at FAR 52.204-7 or an agency clause that requires a contractor to be registered in the CCR database and maintain registration until final payment, unless—(i) Payment will be made through a third party arrangement (see FAR 13.301 and FAR 32.1110(d)); or (ii) An exception listed in FAR 32.1103(a) through (i) applies.)

 

 ___ (23) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999)(31 U.S.C. 3332).  (Include this clause in solicitations and contracts that require EFT as the method for payment but do not include the clause at FAR 52.204-7, Central Contractor Registration, or a similar agency clause that requires the contractor to be registered in the CCR database.)

 

___ (24) 52.232-36, Payment by Third Party (May 1999)(31 U.S.C. 3332).  (If payment under a written contract will be made by a charge to a Government account with a third party such as a Governmentwide commercial purchase card, then the contracting officer shall insert this clause in solicitations and contracts.)

 

___ (25) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a).  (The contracting officer shall insert a clause substantially the same as this clause in solicitations and contracts for information technology which require security of information technology, and/or are for the design, development, or operation of a system of records using commercial information technology services or support services.  The contracting officer may incorporate by reference the unaltered text of the clause by checking the corresponding line in the body of the clause at FAR 52.212-5.  However, if the contracting officer alters the text of the clause, this clause shall not be incorporated by reference and the full text of the altered clause shall be included in the addendum to FAR 52.212-4.)  

 

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

 

[Contracting Officer shall check as appropriate.]

 

___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007)(41 U.S.C. 351, et seq.).  (The contracting officer shall insert this clause in solicitations and contracts if the contract is subject to the Service Contract Act of 1965 and is—(i) For over $2,500; or (ii) For an indefinite dollar amount and the contracting officer does not know in advance that the contract amount will be $2,500 or less.)         

 

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).  (The contracting officer shall insert this clause in solicitations and contracts if the contract amount is expected to be over $2,500 and the Service Contract Act of 1965 is applicable.)

 

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act – Price Adjustment (Multiple Year and Option Contracts) (Nov 2006)(29 U.S.C.206 and 41 U.S.C. 351, et seq.).  (The contracting officer shall insert this clause or another clause which accomplishes the same purpose, in solicitations and contracts if the contract is expected to be a fixed-price service contract containing the clause at FAR 52.222-41, Service Contract Act of 1965, as amended, and is a multiple year contract or is a contract with options to renew which exceeds the simplified acquisition threshold. The clause may be used in contracts that do not exceed the simplified acquisition threshold. The contracting officer may incorporate by reference the unaltered text of the clause by checking the corresponding line in the body of the clause at FAR 52.212-5. However, if the contracting officer alters the text of the clause, this clause shall not be incorporated by reference and the full text of the altered clause shall be included in the addendum to FAR 52.212-4.)

 

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act – Price Adjustment (multiple Year and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).  (The contracting officer shall insert this clause in solicitations and contracts if the contract is expected to be a fixed-price service contract containing the clause at FAR 52.222-41, Service Contract Act of 1965, as amended, exceeds the simplified acquisition threshold, and is not a multiple year contract or is not a contract with options to renew. The clause may be used in contracts that do not exceed the simplified acquisition threshold.)

 

____ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 U.S.C. 351 et seq.).   (If the contracting officer has made the determination, in accordance with paragraphs (c)(3) or (d)(3) of subsection 22.1003-4, that the Service Contract Act does not apply to the contract. (In such case, insert the clause at 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements, or 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements, in the contract, in accordance with the prescription at paragraph (e)(2)(ii) or (e)(4)(ii) of this subsection).

 

___ (5) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351 et seq.)  (If the contracting officer has made the determination, in accordance with paragraphs (c)(3) or (d)(3) of subsection 22.1003-4, that the Service Contract Act does not apply to the contract. (In such case, insert the clause at 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements, or 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements, in the contract, in accordance with the prescription at paragraph (e)(2)(ii) or (e)(4)(ii) of this subsection).

 

___ (5) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). (Insert this clause in solicitations and contracts greater than $25,000 for the provision, service, or sale of food in the United States.)

 

___ (6) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)). (Insert this clause in solicitations and contracts for the provision of services that involve business operations conducted in U.S. coins and currency, including vending machines, on any premises owned by the United States or under the control of any agency or instrumentality of the United States.)

 

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

 

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

 

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

 

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

 

 

(End of Clause)

 

 

LOC 52.213-4 -Terms and Conditions - Simplified Acquisitions (Other Than Commercial Items) (Mar 2009) - As Modified by the Library of Congress (Jun 2009).

 

[Prescription:  Include this clause in solicitations and contracts for simplified acquisitions exceeding the micro-purchase threshold that are for non-commercial items. (Currently, the micro-purchase threshold is $3,000, except for acquisitions subject to the Service Contract Act; the micro-purchase threshold is $2,500.]

 

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses that are incorporated by reference: 

 

(1)  LOC 52.222-3, Convict Labor (Jun 2003) (E.O. 11755) –As Modified by the Library of Congress (Jun 2009) 

 

(2)  52.222-21, Prohibition of Segregated Facilities (Feb 1999) (E.O.11246)

 

(3)  52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246)

 

(4)  52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C.

                  7104(g))

 

(5)  52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.Os,

                   proclamations, and statutes administered by the Office of Foreign Assets

                  Control of the Department of the Treasury)

 

(6)  52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553)

 

(7)  52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub.

                    L.108-77, 108-78)

 

(8)  52.232-1, Payments (Apr 1984)

 

(9)  52.232-11, Extras (Apr 1984)

 

(10)  LOC 52.232-25, Prompt Payment (Oct 2008) – As Modified by the Library of Congress (Jun 2009)             

 

(11)  LOC 52.233-1, Disputes (Jul 2002) – As Modified by the Library of Congress

(Feb 2008)

 

(12)  52.244-6, Subcontracts for Commercial Items (Mar 2009)

 

(13)  52.253-1, Computer Generated Forms (Jan 1991)

 

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference,

      unless the circumstances do not apply: 

 

            (1)  52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb

                  2008) (E.O. 13126). (Applies to contracts for supplies exceeding the micro-

                  purchase threshold)

 

(2)  52.222-20, Walsh-Healey Public Contracts Act (Dec 1996) (41 U.S.C. 35-

                   45) (Applies to supply contracts over $10,000 in the United States, Puerto

                  Rico, or the U.S. Virgin Islands)

 

(3)   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) (Applies to

 contracts of $100,000 or more)

 

(4)   52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29

                   U.S.C. 793) (Applies to contracts over $10,000, unless the work is to be

                   performed outside the United States by employees recruited outside the

                   United States.) (For purposes of this clause, United States includes the 50

                   States, the District of Columbia, Puerto Rico, the Northern Mariana Islands,

                   American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.)

 

(5)  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)

                  (Applies to contracts of $100,000 or more)

 

(6)   52.222-41, Service Contract Act of 1965, As Amended (Nov 2007) (41

                   U.S.C. 351, et seq.) (Applies to service contracts over $2,500 that are subject

                   to the Service Contract Act and will be performed in the United States,

                  District of Columbia, Puerto Rico, the Northern Mariana Islands, American

                  Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wade Island, or the

                  outer continental shelf lands)

 

(7)  52.223-5, Pollution Prevention and Right-to-Know Information (Aug 2003)

                  (E.O. 13148) (Applies to services performed on Federal facilities)

 

(8)  52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d)

                  (Applies to contracts for supplies, and to contracts for services involving the

                  furnishing of supplies, for use within the United States or its outlying areas, if

                  the value of the supply contract or supply portion of a service contract exceeds

                  the micro-purchase threshold and the acquisition—

 

(A) Is set aside for small business concerns; or

 

(B) Cannot be set aside for small business concerns (see 19.502-2), and

                              does not exceed $25,000.)

 

(9)  52.232-33, Payment by Electronic Funds Transfer—Central Contractor

                  Registration (Oct 2003). (Applies when the payment will be made by

                  electronic funds transfer (EFT) and the payment office uses the Central

                  Contractor Registration (CCR) database as its source of EFT information.)

 

(10)  52.232-34, Payment by Electronic Funds Transfer—Other than Central

                    Contractor Registration (May 1999). (Applies when the payment will be

                    made by EFT and the payment office does not use the CCR database as its

                    source of EFT information.)

 

Listed below are additional clauses that may apply:

 

(11)  52.211-17, Delivery of Excess Quantities (Sep 1989).  (Applies to fixed-price

                    supplies)

 

(12)  52.247-29, F.o.b. Origin (Feb 2006). (Applies to supplies if delivery is f.o.b.

                    origin)

 

(13)  52.247-34, F.o.b. Destination (Nov 1991).  (Applies to supplies if delivery is

                      f.o.b. destination).

 

(c) FAR 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 these addresses:
http/
www.arnet.gov/far or http//acquisition.gov/far/index.html.

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only 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. The Government must exercise its post acceptance rights –

 

(1) Within a reasonable period of 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.

 

(e) 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.

 

(f) 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 that 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 that reasonably could have been avoided.

 

(g) 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.

 

(h) 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.

 

(i)  Invoice Processing. 

(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;

(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 $500.

(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 LOC 52.232-25 Prompt Payment (Oct 2008) -As Modified by the Library of Congress (Jun 2009). 

 

 

(End of Clause)

 

LOC 52.217-8  Option to Extend Services (Nov 1999) –As Modified by the Library of Congress (Jun 2009) 

 

The Government may require continued performance of any services within the limits and at the rates specified in the contract.  These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor.  The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed six (6) months.  The Contracting Officer may exercise the option by written notice to the Contractor within 15 days of expiration of this contract.

 

(End of Clause)

 

 

LOC 52.217-9  Option to Extend the Term of the Contract (Mar 2000) – As Modified by the Library of Congress (Jun 2009)  

 

[Prescription:  Include this clause in solicitations and contracts when inclusion of option periods is in the best interest of the Government.  See FAR 17.200, 17.202, and 37.111.]

 

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of the expiration date; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

 

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

 

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

 

(End of Clause)

 

 

LOC 52.222-3 Convict Labor (Jun 2003) – As Modified by the Library of Congress (Jun 2009)

The Contractor agrees not to employ in the performance of this contract any person undergoing a sentence of imprisonment imposed by any court of a State, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands.    

 

(End of Clause)

 

 

LOC 52.227-0001 INDEMNIFICATION (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

 

The Contractor will indemnify, defend and hold harmless the LOC or owner, from any and all damages and claims for damages which the LOC may sustain by reason of injury or death to persons or damage to property, including but not limited to LOC employees and their property, arising from the use of the article(s) comprising this shipment or from any latent or hidden defects in such article(s) or the dangerous conditions thereof.

 

(End of Clause)

 

 

LOC 52.227-0002 INFRINGEMENT (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

 

None of the items shipped or services provided hereunder infringe any patent, trademark, label, copyright, or other rights; and the Contractor agrees to defend, protect, indemnify and save the LOC, its assigns, subsidiaries, affiliates & customers from all loss, claims, costs, suits, damages, fines, penalties, expenses and counsel fees incurred or suffered by reason of any breach of the foregoing.  If the LOC is enjoined from using the goods/services hereby sold, the Contractor  shall repurchase item from the LOC at the original purchase price and the transportation, installation (if any), and all other costs relating to the purchase thereof.

 

(End of Clause)

 

 

LOC 52.229-0001 FEDERAL, STATE, OR LOCAL TAXES (Jun 2009).  

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

 

Except as may be otherwise provided in this contract, the contract price includes all applicable Federal, State and local taxes and duties in effect on the date of this contract, but does not include any taxes from which the Government, the Contractor or this transaction is exempt.  Upon request of the Contractor, the Government shall furnish a tax exemption certificate or similar evidence of exemption with respect to any such tax not included in the contract's price pursuant to this clause. For the purpose of this clause, the term date of this contract means the date of the Contractor's quotation or, if no quotation, the date of this purchase order. The Library's tax exemption is authorized under § 107(a) Title 4 U.S. Code; Tax ID.# 53-600-2532.

 

(End of Clause)

 

 

LOC 52.232-25  Prompt Payment (Oct 2008) – As Modified by the Library of Congress

(Jun 2009)

 

Prescription:  Include this clause in solicitations and contracts for the acquisition of commercial items or non-commercial items. 

 

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and conditions specified in this clause.  The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer (EFT).  Definitions of pertinent terms are set forth in sections 2.101, 32.001 and 32.902 of the Federal Acquisition Regulation.  All days referred to in this clause are calendar days, unless otherwise specified. 

 

(a)  Invoice payments--

 

(1)  Due date. 

 

(i)         The due date for making invoice payments by the designated payment office is the later of the following two events:

 

(A) The 30th day after the designated billing office receives a proper invoice from the Contractor (except as provided in paragraph (a)(1)(ii) of this clause).

 

(B) The 30th day after Government acceptance of supplies delivered or services performed.  For a final invoice, when the payment amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

 

(ii)                If the designated billing office fails to annotate the invoice with

the actual date of receipt at the time of receipt, the invoice payment due date is the 30th day after the date of the Contractor’s invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

 

(2)     Reserved.

 

(3)     Contractor’s invoice. The Contractor shall prepare and submit

invoices to:  accountspayable@loc.gov.  A proper invoice must include the items listed in paragraphs (a)(3)(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt with the reasons why it is not a proper invoice.

                                    (i)         Name and address of the Contractor.

(ii)        Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of the mailing or transmission.)

(iii)       Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number).

(iv)       Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(v)        Shipping and payment terms (e.g., shipment number and date of shipment, discount for prompt payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

(vi)       Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(vii)      Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

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

(ix)       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 (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), 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.

(x) Any other information or documentation required by the contract (e.g. evidence of shipment.)

(b)  Contract financing payments.  If this contract provides for contract financing,

the Government will make contract financing payments in accordance with the applicable contract financing clause.

 

(c)  Fast payment procedure due dates.  If this contract contains the clause at

52.213-1, Fast Payment Procedure, payments will be made within 15 days   after the date of receipt of the invoice.

 

(d)     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:

 

(1) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(i) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(ii) Affected contract number and delivery order number if applicable;

(iii) Affected contract line item or subline item, if applicable; and

(iv) Contractor point of contact.

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

(e)  Interest Penalty. 

(1)     In general, the Library will not pay interest, and contracts and purchase orders will not provide for an interest penalty. The Contracting Officer, in consultation with the appropriate service unit, shall determine if it is in the best interest of the Library to include an interest penalty clause in a specific contract. The service unit and Office of Contracts shall advise Financial Services when a specific contract or class of contracts contains an interest penalty clause.

(2)    An interest penalty shall be paid when all of the following conditions are  met:

a.       There is a contract or purchase order with a business concern under which the terms of the contract call for an interest penalty for past due payments.

b.       The Library has accepted the property or service and there is no disagreement over quantity, quality, or other contract provisions.

c.       A proper invoice (see LCR 1530, Section 9.D.(2)) has been received (except where no invoice is required, for example, some periodic lease payments) or notice was not given that the invoice was not proper within 7 days of receipt of the invoice.

d.       Payment is made to the business concern after the due date and/or a discount is taken after the discount period has expired and the underpayment is not corrected before the payment due date.

 

(End of Clause)

 

LOC 52.233-1  Disputes (Jul 2002) - As Modified by the Library of Congress (Feb 2008)

 

[Prescription:  Include this clause in all solicitations and contracts, unless the conditions in FAR 33.203(b) apply (i.e. it does not apply to contracts with foreign government or agency of that government or an international organization or a subsidiary body of that organization.]

 

 

(a)     This contract is subject to the Contract Disputes Act of 1978 as modified by Section 1501 of Title I of Division H of the Consolidated Appropriations Act, 2008, Pub. L. No. 110-161, _____Stat____(2008).

 

(b)     All disputes arising under or relating to this contract shall be resolved under subject clause.

 

(c)  “Claim,” as used in this clause, means a written demand or written assertion by

one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract.  However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $50,000 is not a claim until certified.  A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

      (d)

(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision.  A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)

(i) The contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $50,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The decision of the Contracting Officer shall be final and conclusive unless, the Contractor appeals, within 90 days of receipt of a Contracting Officer’s decision, to the Government Accountability Office Contract Appeals Board, 441 G Street N.W., Room 7182, Washington, D.C. 20548.  Facsimile:  202-512-9749;   E-Mail:  CAB@gao.gov.

(g) Interest Penalty.  Claims shall not be assessed interest penalty. 

 (h)  The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

(End of Clause)

LOC 52.246-0001 ACCEPTANCE (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

 

The Contracting Officer may designate a Contracting Officer's Technical Representative (COTR) to perform acceptance or other contract related duties; however, the COTR has no authority to change prices, terms, conditions, delivery schedule, etc.

 

(End of Clause)

 

LOC 52.246.0002 ENDORSEMENTS (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

The Contractor  shall not, without prior written authorization of the Contracting Officer, in any manner advertise or publish the fact that the Contractor has contracted to furnish the Library the goods or services herein mentioned.

(End of Clause)

 

LOC 52.246-17 Warranty of Supplies of a Noncomplex Nature (Jun 2003) – As Modified by the Library of Congress (Jun 2009) 

[Prescription:  Include this clause in solicitations and contracts for noncomplex items when a fixed price supply contract is contemplated and the use of a warranty clause has been approved under agency procedures.  If the contractor’s design rather than the Government’s design will be used, insert the word “design” before “material” in paragraph (b)(1)(i).]  

 

(a) Definitions. As used in this clause—

“Acceptance” means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing supplies, or approves specific services as partial or complete performance of the contract.

“Supplies” means the end items furnished by the Contractor and related services required under this contract. The word does not include “data.”

(b) Contractor’s obligations.

(1) Notwithstanding inspection and acceptance by the Government of supplies furnished under this contract, or any condition of this contract concerning the conclusiveness thereof, the Contractor warrants that for 180 days of final payment:

(i) All supplies furnished under this contract will be free from defects in material or workmanship and will conform with all requirements of this contract; and

(ii) The preservation, packaging, packing, and marking, and the preparation for, and method of, shipment of such supplies will conform to the requirements of this contract.

(2) When return, correction, or replacement is required, transportation charges and responsibility for the supplies while in transit shall be borne by the Contractor. However, the Contractor’s liability for the transportation charges shall not exceed an amount equal to the cost of transportation by the usual commercial method of shipment between the place of delivery specified in this contract and the Contractor’s plant, and return.

(3) Any supplies or parts thereof, corrected or furnished in replacement under this clause, shall also be subject to the terms of this clause to the same extent as supplies initially delivered. The warranty, with respect to supplies or parts thereof, shall be equal in duration to that in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies.

(4) All implied warranties of merchantability and “fitness for a particular purpose” are excluded from any obligation contained in this contract.

(c) Remedies available to the Government.

(1) The Contracting Officer shall give written notice to the Contractor of any breach of warranties in paragraph (b)(1) of this clause within 180 days of final payment.

(2) Within a reasonable time after the notice, the Contracting Officer may either—

(i) Require, by written notice, the prompt correction or replacement of any supplies or parts thereof (including preservation, packaging, packing, and marking) that do not conform with the requirements of this contract within the meaning of paragraph (b)(1) of this clause; or

(ii) Retain such supplies and reduce the contract price by an amount equitable under the circumstances.

(3)(i) If the contract provides for inspection of supplies by sampling procedures, conformance of supplies or components subject to warranty action shall be determined by the applicable sampling procedures in the contract. The Contracting Officer—

(A) May, for sampling purposes, group any supplies delivered under this contract;

(B) Shall require the size of the sample to be that required by sampling procedures specified in the contract for the quantity of supplies on which warranty action is proposed;

(C) May project warranty sampling results over supplies in the same shipment or other supplies contained in other shipments even though all of such supplies are not present at the point of reinspection; provided, that the supplies remaining are reasonably representative of the quantity on which warranty action is proposed; and

(D) Need not use the same lot size as on original inspection or reconstitute the original inspection lots.

(ii) Within a reasonable time after notice of any breach of the warranties specified in paragraph (b)(1) of this clause, the Contracting Officer may exercise one or more of the following options:

(A) Require an equitable adjustment in the contract price for any group of supplies.

(B) Screen the supplies grouped for warranty action under this clause at the Contractor’s expense and return all nonconforming supplies to the Contractor for correction or replacement.

(C) Require the Contractor to screen the supplies at locations designated by the Government within the contiguous United States and to correct or replace all nonconforming supplies.

(D) Return the supplies grouped for warranty action under this clause to the Contractor (irrespective of the f.o.b. point or the point of acceptance) for screening and correction or replacement.

(4)(i) The Contracting Officer may, by contract or otherwise, correct or replace the nonconforming supplies with similar supplies from another source and charge to the Contractor the cost occasioned to the Government thereby if the Contractor—

(A) Fails to make redelivery of the corrected or replaced supplies within the time established for their return; or

(B) Fails either to accept return of the nonconforming supplies or fails to make progress after their return to correct or replace them so as to endanger performance of the delivery schedule, and in either of these circumstances does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.

(ii) Instead of correction or replacement by the Government, the Contracting Officer may require an equitable adjustment of the contract price. In addition, if the Contractor fails to furnish timely disposition instructions, the Contracting Officer may dispose of the nonconforming supplies for the Contractor’s account in a reasonable manner. The Government is entitled to reimbursement from the Contractor, or from the proceeds of such disposal, for the reasonable expenses of the care and disposition of the nonconforming supplies, as well as for excess costs incurred or to be incurred.

(5) The rights and remedies of the Government provided in this clause are in addition to and do not limit any rights afforded to the Government by any other clause of this contract.

(End of Clause)

LOC 52.247-0001 SHIPPING (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

 

All shipments, including drop shipments, must be identified with shipping vendor's name, address and vendor identification number of business concern and the Library of Congress (LOC) purchase order number and/or contract number, if applicable.

 

(End of Clause)

 

 

LOC 52.247-0002 RECEIVING (Jun 2009). 

 

[Prescription:  Include this clause in Purchase Orders for commercial items or noncommercial items.]

 

Delivery times and locations are identified in the Delivery Clause, LOC 52.247-9004, which is hereby incorporated by reference.

 

(End of Clause)

 

 

LOC 52.247-0003 FREIGHT CHARGES (Jun 2009).  Freight charges, if authorized, will be shown as separate line items.  Invoices for freight charges of $500 or more must be accompanied by a copy of the common carrier’s freight bill, or if shipped by company truck, an itemized bill of lading (apportioned for less than truck load shipments).  The Library will not be liable for freight charges unless authorized by the Contracting Officer in advance of shipment.

 

(End of Clause)

 

 

LOC 52.247-9004  Deliveries (Nov 2007)

 

[Prescription:  Insert this clause into all solicitations and contracts that require delivery to the Library of Congress.] 

 

(a)  Effective October 01, 2006, all non-mail deliveries (Freight Companies, Bulk Shipment, etc.) to the Madison Library Loading Dock must follow the following three security steps,

which were verified by the Capitol Police on October 13, 2006.   

 

            (1)  First security screening at the Off-Site Delivery Center located at:

 

                        4700 Shepard Parkway SW, Washington, DC

                        Phone:  202-226-0905

                        5:00am to 2:00 pm, Monday through Friday

 

(A)  Required Letter.  Prior to making a delivery, the contractor must first

       fax a letter to the US Capitol Police. The letter must be on company

       letterhead and be signed by the owner, president, or manager. The

       letter must contain, in print, the names of persons requesting access

       to the Madison Library loading dock. Names must be listed in

       alphabetical order. The letter must contain the following

                                 information for each person:

 

                                                (i)  Name of the Company

                                                (ii)  Name of the Drivers (person requiring access)

                                                (iii) Social Security Number

                                                (iv)  Date of Birth

                                                (v)   Building to be accessed (Madison)

                                                (vi)  Company contact person and telephone number

 

(B)  Requests for access to the facility must be renewed annually.

      Contractors shall fax the required letter to:

 

            US Capitol Police                      and                   Library of Congress Police

            Off-Site Delivery Center                                    101 Independence Avenue SE

4700 Shepard Parkway SW                               Washington, DC 20540

            Washington, DC 20032                                      Attn: Sgt. Marcella

            FAX #: 202-226-0571                                        FAX#. 202-707-0130

 

(C)    Other required items.  The following two items must be provided to the US Capitol Police when arriving at the Off-Site Delivery Center:

 

(i)  Bill of lading with Library of Congress point of contact and

telephone number

 

                               (ii)  Picture ID for Driver(s) and other occupants of the vehicle

 

(2)  Second security screening at the Capitol Hill Access Entrance located at:

 

                                    Delaware Avenue and D Street, SW

                                    4:45 am to 3:00 pm, Monday through Friday

 

           

 

(3)  Final delivery at the Madison Library Loading Dock located at:

 

                                    C Street between 2nd and 3rd Streets, SE

                                    6:30 am to 3:00 pm, Monday through Friday

 

(b) Shipment through the mailing system (i.e. UPS, FEDEX, DHL, etc.) must have the

      following address:

                                    101 Independence Ave., SE

                                    Washington, DC  20540

 

(c)  If the vendor makes a partial shipment and then changes the mode of shipment (from

      the off-site to the Madison Loading Dock) for the final delivery, the address and

      location of the shipment should change to coincide with the mode of shipment. 

 

(d)  The contractor shall be responsible for ensuring these requirements are met. Should

       the contractor fail to meet these requirements and delivery must be rescheduled, the

       contractor shall assume full responsibility for repeated delivery attempts, at no

       additional cost to the Library.

 

(End of Clause)

 

 

Updated as of 1/15/2010

 

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