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


5. DATE ISSUED 03/14/2013


7. ISSUED BY The Library requires invoices to be emailed Washington, DC 20540



NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder". SOLICITATION 9. Sealed offers in original and ____________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in item 8, or if Fed Biz Opps handcarried, in the depository located in ______________________________________________________ until ________________ local time _________________ (Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions



















OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period. 12. In compliance with the above, the undersigned agrees, if this offer is accepted within _______________________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule. 13. DISCOUNT FOR PROMPT PAYMENT (See Section 1,
Clause No. 52.232-8)




acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):










AWARD (To be completed by Government) 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified) 10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( ) 24. ADMINISTERED BY (if other than Item 7)
Office of Contracts Management Library of Congress 101 Independence Av SE LA 325 Washington, DC 20540-9411




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


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


28. DATE

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

AUTHORIZED FOR LOCAL REPRODUCTION Previous edition is unusable


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

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Table of Contents Section CS Description Page Number

Continuation Sheet ..........................................................................................................................................3 B Supplies or Services and Prices .............................................................................................................3 C Descriptions and Specifications.............................................................................................................3 D Packaging and Marking.........................................................................................................................7 E Inspection and Acceptance ....................................................................................................................8 F Deliveries or Performance......................................................................................................................8 H Special Contract Requirements ...........................................................................................................11 I Contract Clauses ...................................................................................................................................14 K Representations....................................................................................................................................15 L Instructions...........................................................................................................................................17 M Evaluation Factors for Award.............................................................................................................21

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Section B - Continuation Sheet

B Supplies or Services and Prices SECTION B. B.1 COST This contract is for the procurement of digitization services for the Library of Congress (Library) at no cost to the Government. The Contractor shall furnish the necessary personnel, material, equipment, services, and facilities (except as otherwise specified) to perform the statement of work included in section C. The Contractors technical proposal, entitled _____ dated _____, is made a part of this contract. In the event of any inconsistency between the provisions of this contract and the Contractors technical proposal, the contract provisions take precedence. Item 1 Description Price

2 3 4 5 6 7 8 9 10

Project management (including, but not lim- No cost ited to: development of project plan, reporting on project status, oversight of contract work) Shipping of material to the contractor and No cost return to the Library (if off-site digitization to be performed) Preparation of materials for digitization No cost Digital conversion No cost Quality assurance review and necessary cor- No cost rective action Cataloging/metadata No cost Delivery of files to the Library No cost Production of derivatives (as applicable) No cost Production of OCR for text retrieval (as ap- No cost plicable) Rights clearance (as necessary) No cost

Note: The Library is seeking contractors at no cost to digitize collection materials on a project basis in a format agreed upon between the Library and the contractor. The contractor agrees to digitize the materials and provide the deliverables noted in the other sections of this contract. In return for access to the Librarys materials, the contractor may market and resell access to the digitized collection. The objective of this contract is to provide the Library with high quality digital copies of physical originals that ultimately can be made accessible to the public. The Library is seeking innovative solutions for the digitization of its materials and is receptive to all no-cost alternatives.

Section C - Continuation Sheet C Descriptions and Specifications SECTION C. STATEMENT OF WORK C.1 BACKGROUND The Librarys collections materials include millions of items in formats such as monographs, serials, bound newspapers, pamphlets, manuscripts, sound recordings, films, videos, sheet music, photographs, posters, microfilm, and maps. Its collections enable the Library in its mission to support the Congress in fulfilling its constitutional duties and to further the progress of knowledge and creativity for the benefit of the American people. One means of accomplishing this mission is to make collections materials available, not only

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on-site at the Library, but through digital copies of the materials on the Librarys web site. Moreover, the digitization of Library materials assists in preserving the collections for future generations. In order to respond to increasing expectations for collections materials and related items to be made available on the Librarys web site, the Library seeks to supplement its existing digitization programs by entering into no-cost contracts for the scanning or digitization of Library materials for the mutual benefit of the contractor and the Library in accordance with the attached principles (see Section J, Attachment 1). C.1.1 Scope C.1.1.1. Regardless of the specific material identified, at a minimum, and as described further herein, the Contractors responsibilities will include: A. digitizing the materials at the Contractors expense, including providing its own equipment and personnel to perform the digitization; B. providing the Library with a copy of the digitized materials in the format designated for the individual project materials, as agreed upon between the Library and the Contractor, which the Library shall be permitted to make immediately available on-site; C. providing the Library with core metadata for the digitized materials in the format designated for the individual project materials, as agreed upon between the Library and the Contractor; and D. providing the Library with free or discounted access to the Contractors products resulting from the digitization irrespective of and during any period of delay in public access that is granted to the Contractor in exchange for recouping first copy costs for noncommercial uses by on-site patrons and Library employees. C.1.1.2. In exchange for the no-cost digitization of the Librarys materials, the Library will provide the Contractor with access to Library materials. The Library also may provide the Contractor with: A. space in the Librarys buildings for the Contractors equipment and other in-kind resources necessary to support the functions identified in each digitization contract, as appropriate (see C.3 and C.6, below); and B. a period of time during which the Library will not make the digitized material available online (i.e., allow the vendor an opportunity to recoup first copy costs through commercial use of the digitized materials); however, in no case will the delay period be greater than three (3) years. In most cases, the delay period mentioned in C.1.1.2.B will start on the date the digitized materials are delivered to the Library. A start date for the delay period should be proposed by the Contractor, see L.4.3, may be subject to negotiation, and will be specified in the Project Plan, see F.3.1. C.2 DESCRIPTION OF MATERIALS The Contractor shall convert original materials in support of projects at the Library of Congress. The Library will initiate all work by issuing an award to a Contractor for a specific project, which will specify: the materials to be digitized, technical requirements, material handling requirements, schedule of key events, key personnel, and deliverables. C.2.1 CONTENT SPECIFICS The content to be digitized falls into two broad categories still image materials and audio-visual materials. The Library may provide under this contract unbound and/or bound materials whose physical condition will vary widely. A. Still image content includes materials such as: i. photographic negatives and transparencies; generally of continuous tone, either grayscale or color. Viewed by transmitted light. ii. visual/pictorial items (photographs, prints, drawings, maps), many with continuous tone images (and occasional halftones). Viewed by reflected light. iii. Textual and illustrated printed matter (books, journals, manuscripts, maps, catalog cards). Textual materials may include documents on microfilm or microfiche. B. Audio-visual materials include sound and visual recordings on a variety of media. C.2.2 PROJECT CATEGORIES C.2.2.1 Library-Identified Projects The Library may identify projects with specific materials relating to Library priorities or general interest by a service unit for digitization. In such cases, the Library will post the list of projects at Note: This list may be updated on a continuing basis as a result of contracts awarded or completed or changes in Library prioritization of projects.

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C.2.2.2 Contractor-Identified Projects The Contractor may propose content not pre-identified by the Library. The Contractor shall provide a description of the specific materials, the scope of the project, and the estimated quantity of the collection within the Library. If a Contractor proposes a project involving materials that are under current copyright, the Contractor must supply a plan for obtaining the necessary rights clearances for such material along with the Contractors proposal. The Library will not be responsible for obtaining any rights clearances; therefore, proposals for the scanning of copyrighted materials that do not include a rights clearance plan will not be accepted. C.3 LOCATION OF DIGITIZATION Digitization of materials may be required to be performed on-site at the Library, due to the nature of the materials in the Librarys collections. The Librarys on-site locations include the main Library buildings on Capitol Hill in Washington, D.C. and the Librarys Packard Campus in Culpeper, Virginia. In certain circumstances, digitization may be permitted to be performed off-site. Location requirements will be determined on a project-specific basis. C.3.1 Contractor Facilities If digitization is performed off-site, the Contractor shall ensure that the facility where the materials will be housed or scanned has adequate security against theft, any physical damage, damage to data, vandalism, fire, flood, excessive heat, mold, rodent and insect infestation, and other environmental hazards. C.4 CONSERVATION TRAINING Prior to on-site and off-site scanning, the contractor must provide the Library with written assurance that its personnel have had training or prior experience in the appropriate handling and storage of original materials pertaining to all phases of the capture workflow. In all cases, staff members from the Library will provide further training to contractor scanning personnel. The contractor must provide supplemental assurances of training for any new contractor staff assigned during the course of a project, including obtaining training by Library staff prior to any handling of Library collections. C.5 HANDLING The Contractor must take great care in handling Library materials. No food or drink should be stored or ingested in areas designated for the scanning workflow where original Library material is being prepared for scanning, imaged or stored. C.6. GOVERNMENT FURNISHED EQUIPMENT/LIBRARY SPACE FOR ON-SITE DIGITIZATION For digitization projects performed on-site at the Library, the Library will provide adequate space for the required equipment, the safe scanning of Library material and operators on a project-specific basis. There will be access to a sufficient number of electrical outlets. All scanning equipment or equipment necessary to perform the digitization will be provided by the contractor. If special equipment is required for a Library-identified project, such equipment will be identified on the Librarys list of projects. Please note that contractor equipment cannot be connected to Library servers or networks. The Library will provide access to the collections materials identified for the project. The amount and type of other Library resources to be allocated to a specific project will be based on availability of resources. C.7 PREPARATION OF MATERIALS FOR SCANNING

C.7.1 The Library does not allow disbinding or destructive scanning of materials. The Library reserves the right to withdraw from a project any items that are found to be too fragile or otherwise unsuited for safe digitization. C.7.2. The Contractor is responsible for preparing materials and equipment for scanning. Preparation includes: A. reviewing bound volumes prior to scanning to i. determine whether there are missing/damaged pages and anomalies (e.g., foldouts, incorrect pagination) and report such information to the Library; ii. iii. ensure correct order; determine the presence and nature of illustrations, the page dimensions, and their physical condition; and

iv. determine if the binding is too restrictive for satisfactory image-capture, and report such information to the Library to determine further action. B. selecting appropriate scanning equipment that will not damage the physical volume or item while maintaining the guidelines for image capture (see D below); C. calibrating and maintaining systems to ensure accuracy and quality of digitization; maintain consistency of output; ensuring that scanning system is free of dust and other distorting particles; maintaining calibration through each shift; using appropriate tech-

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nical targets and procedures; D. selecting scanning settings (resolution, threshold, bit depth, filters, screens, halftone treatments, page trim) for best image capture and recording these settings on an accompanying worksheet; E. i. ii. scanning material and accompanying technical targets following guidelines for image capture or digital conversion, such as -rendering the complete page (image should fill the scan area); maintaining proper image orientation (landscape, portrait);

iii. aligning page on scanner plate to ensure little or no skew and to preserve front to back registration for printing of paper copies from digital files (specify misregistration and skew tolerance); iv. reproducing the polarity of the original item (typically positive polarity; for photographic or micrographic negatives the polarity will be reversed to produce a positive image); v. checking for aliasing or other distortions, including moir and applying special treatments to eliminate or minimize their effects; vi. utilizing special handling methods when necessary (e.g., no use of auto document handlers, no face-down scanning of bound volumes, etc.); vii. viii. ix. reporting and discussing any problem images or files that cannot be captured to meet benchmark specifications; inspecting film intermediates for quality and consistency; and post-processing digital images (cropping, deskewing, despeckling, image rotation) or files.

C.8 DIGITIZATION STANDARDS While the technical requirements may vary for projects involving unusual materials, digitization requirements will be driven by the most current version of the information capture (sampling rate, tone/amplitude resolution, encoding, etc.), quality guidelines, and content categories and digitization objectives recommended by the Still Image and Audio-Visual Working Groups of the Federal Agencies Digitization Guidelines Initiative (FADGI). The most current guidelines are available at the following web site: All projects must meet appropriate minimum levels for information capture and digital conversion quality for collections being digitized. For all still images projects, at a minimum, digital scanners or cameras shall meet imagining performance specifications at the two-star performance level as defined by FADGI. C.9 METADATA REQUIREMENTS The Contractor shall coherently and logically name and number all files to be delivered to the Library. The Contractor shall provide core metadata sufficient to identify and retrieve digitized materials, which always includes image-level metadata and may include technical level metadata. In addition, the Contractor shall provide information such as creation date and size of digitized files. (Guidelines pertaining to embedded metadata are available at Machine-readable metadata shall be delivered in the format appropriate to the items converted. C.10 PROJECT PLAN AND WORKFLOW The Contractor will supply a project plan for the conversion of the materials within two weeks of the contract award and in accordance with section F. To track data and file integrity, the Library will require the Contractor to create checksums as part of the conversion workflow. Checksums may be required at the bitstream, file, or batch level. The checksum algorithm and application of checksums will be specified by the Library on a project basis. Digitized content and associated metadata will be delivered as agreed to by the Contractor and the Library. C.11 ACCESS COPIES In addition to the required digital copy suitable for the Librarys archival purposes, the Library prefers to receive an additional copy in an alternate digital format for purposes of providing access to Library patrons. C.12 QUALITY REVIEW The Contractor shall propose a full quality management plan, addressing quality assurance and quality control for both digital copies and metadata being produced. The Contractor will perform quality review of the digitized content to ensure that for digital images each page is fully rendered, properly aligned and ordered, and for all digital content that it is free of distortions and named to reflect

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the correct sequence of the original material. The Contractor will perform quality review of the metadata corresponding to the content to ensure that information is complete and accurate. The Contractor guarantees that the image or file quality will meet the agreed upon specifications or will be corrected. C.13 PROJECT MANAGEMENT The Contractor shall designate a Project Manager to oversee the management and execution of this contract. The Project Manager will serve as the Contractors point of contact with the Library in coordinating required conversion efforts, managing resources, researching and engaging appropriate subcontractors and vendors, verifying deliverables, status reporting, problem resolution and reporting on periodic progress.

Section D - Continuation Sheet D Packaging and Marking SECTION D: PACKAGING AND MARKING D.1 SHIPMENT OF MATERIALS D.1.1 Packing and Control of Library Materials for Off-site Projects For off-site scanning projects, the Contractor is responsible for pick-up of materials from the Library. Library materials shipped offsite shall be placed in appropriate containers or housings that will not be physically or chemically damaging to the Librarys collection material. The Library will provide the contractor with container or housing specifications. The Contractor will be responsible for sorting and packing materials as agreed upon with the Library. The responsible party will create an item-level manifest of each box. Because Library materials require care in shipping and handling, Contractor staff may be instructed by Library staff regarding packing procedures. Work may be spot checked for accuracy and appropriateness. For each shipment of Library materials the Contractor delivers to its own or leased facilities and which are redelivered to the Library, the Contractor shall submit the item-level manifest to the Library prior to shipment and prior to return of the materials. All packing materials should be stored in a clean and dry environment if they are going to be used to return materials to the Library. D.1.2 Shipment of Original Library Materials for Off-site Projects The Contractor is responsible for shipping the materials to and from the off-site location where they will be digitized by the Contractor and all shipping costs under this contract. Library materials are covered by the Government Losses in Shipment Act, 40 U.S.C. 17301, et seq., during transit to and from the Library. The contractor will be responsible for insuring Library materials in accordance with section H. during the period the materials are off-site and not in transit. Shipments to and from the Library shall be made via carriers and conveyances approved by the Library. During transportation the material shall remain in the custody of Contractor staff or a representative of the Contractor. Depending on the value of the items(s) to be scanned offsite, a Library staff member may be assigned to accompany the material to and from the Contractor facility. Library staff may spot check items for problems prior to return to avoid introducing insects, vermin, mold or other contaminants into the Library. D.1.3 Contractor Receipt of Materials The Contractor is responsible for communicating to the Library any discrepancies in the packing manifests or condition of the originals before proceeding with digitization. D.2 SHIPMENT/DELIVERY OF CONTRACT DELIVERABLES The Contractor is responsible for transferring the digital files, metadata, and any access copies of the digitized materials to the Library as well as for all costs associated with the delivery. The Contractor may transfer the digital content and accompanying metadata to the Library through an electronic process (as outlined in a project plan workflow) or, when content and metadata cannot be electronically transferred, through the delivery of physical disks or drives containing the digital content and metadata. When deliverables cannot be electronically transferred or hand carried to the Library, the physical delivery media containing the digital content shall be packed in labeled cartons in accordance with the Librarys instructions in section D.1. Physical disks or drives delivered to the Library will be returned to the Contractor at the Contractors expense. The Library reserves the right to specify the length of time that materials can be held offsite. The Contractor shall adhere to a regular and orderly return schedule for all Library collection materials. Normally the return of collections will follow deliveries of corresponding digital content that have been accepted by the Library.

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In the event that the Library requires access to original collection material held at the Contractors facility, the Contractor will arrange for its immediate safe return through a mechanism acceptable to the Library. The Contractor will be responsible for those special return costs. All deliveries of digital files need to be made in accordance with the schedule in section F. D.3. SHIPPING IDENTIFICATION All shipments, including drop shipments, must be identified with shipping vendors name, address and vendor identification number of business concern and the Library of Congress contract number, if applicable.

Section E - Continuation Sheet E Inspection and Acceptance SECTION E: INSPECTION AND ACCEPTANCE E.1 INSPECTION OF CONTRACTOR FACILITIES The Library reserves the right to have authorized Library staff inspect the Contractors facilities prior to or during digitization. Areas that may be inspected include work and storage areas, whether these areas are located at the Contractor site or on Library premises. Inspection issues include but are not limited to temperature, relative humidity, insects, vermin, mold, light levels of the overhead lights and scanning equipment, storage equipment, levels of particulates or volatile organic compounds, food services, security, fire protection, and equivalent issues. E.2 QUALITY REVIEW OF DELIVERABLES The Contracting Officer Representative will perform inspection and acceptance of materials and services to be performed under this contract. The services performed and deliverables provided shall be of the professional level and reflect expertise commensurate with standard commercial or industrial practice for activities of those required under this contract and shall be suitable for their intended purposes. Acceptance will be measured against fulfillment of the contract requirements. The Library will require thirty (30) days to perform inspections and confirm acceptance. The thirty day period will begin the day deliverables are received by the Library. In the event of rejection of any deliverable, the Contractor shall be notified in writing and shall have ten (10) working days from the date of notification to correct the deficiencies and resubmit the deliverable. E.3 INSPECTION OF ORIGINAL MATERIALS Additionally, the Library will inspect the physical condition of original Library collection materials after scanning on a schedule to be determined by the Library. E.4 CONTRACTOR INSPECTION The Contractor will be responsible for day-to-day inspection and monitoring of work performed to ensure compliance with the contract requirements.

Section F - Continuation Sheet F Deliveries or Performance SECTION F: DELIVERIES OR PERFORMANCE F.1 PERIOD OF PERFORMANCE The Contractor shall provide a project plan that details the performance and delivery schedule in accordance with the requirements listed in the Statement of Work (section C) and F.3.1. The schedule for performance of the digitization and final delivery is incorporated into this section. The period of performance for this contract is _____ (to be determined at time of award). F.2 PLACE OF PERFORMANCE

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Place of performance may be the Library or the Contractors facility. Work performed on-site at the Library, will normally be done at one of the following locations: Library of Congress 101 Independence Avenue, SE Washington, DC 20540 Packard Campus for Audio Visual Conservation Library of Congress Packard Campus 19053 Mount Pony Road Culpeper, VA 22701-7551 F.3 DELIVERABLES

F.3.1 Project Plan. In accordance with C.10, the Contractor will provide a project plan to the COR that identifies the project schedule and workflow, including: (a) a schedule for retrieval and return of materials, if on-site, or delivery and return of the materials, if off-site; (b) a plan and schedule for digitization; (c) a plan and schedule for delivery of the digitized copies and associated metadata; (d) a schedule for delivery of access copies of the digitized materials, if necessary; and (e) a plan for any service (e.g., database or subscription services) that will result from the Contractors use of the digitization project. F.3.2. Reporting. On a monthly basis, the Contractor will provide status updates to the COR containing information on the project status, including the number of images or works digitized during the month and cumulatively since the start of the contract and listing any problems encountered during the month. Information will also include any issues related to the physical condition of the original materials. F.3.3 plan. Copy of the Digitized Materials. The Contractor will provide copies of the digitized materials in accordance with the project

F.3.4 Metadata. The Contractor will provide associated metadata for the digitized materials to the Library in accordance with the project plan. F.3.5 Access Copies of Digitized Materials. The Contractor may provide access copies of the digitized materials to the Library.

F.3.6 Access to database or system utilizing digitized content. At the conclusion of the project, the Contractor agrees to provide the Library with free or discounted access to the database or (subscription-based) system incorporating the digitized content of the Librarys materials. F.3.7 Attribution. The Contractor must provide the following notice prominently displayed in connection with the presentation of the digitized content: From the collections of the Library of Congress, Washington, D.C. F.4. FAR CONTRACT CLAUSES INCORPORATED BY REFERENCE The following contract clause from the Federal Acquisition Regulation (48 C.F.R. chapter 1) is pertinent to this section and hereby included by reference: FAR 52.242-15 AUG 1989 Stop Work Order

Section G - Continuation Sheet G Contract Administration Data SECTION G: CONTRACT ADMINISTRATION G.1 CONTRACTING OFFICER (CO) G.1.1 The CO for this contract is Vidya Vish. The CO is the only person authorized to issue amendments and modifications to the solicitation/contract or approve changes in any of the requirements under the solicitation/contract. Notwithstanding any clause/provision contained elsewhere in this contract, the authority to modify the contract remains solely with the CO. If the Contractor makes any contract changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract. The CO (or his designee) has the authority to perform any and all post-award

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functions in administering and enforcing the contract in accordance with its terms and conditions. G.1.2 The Contractor shall submit any requests for modification of this contract to the CO with a copy of the request to the appointed Contracting Officer Representative. G.1.3 Contracting problems of any nature that may arise during the life of the contract must be handled in conformance with very specific public laws and regulations. Only the CO is authorized to formally resolve such problems. Therefore, the Contractor shall bring unresolved contractual problems to the immediate attention of the CO. G.2 CONTRACTING OFFICER REPRESENTATIVE (COR) G.2.1 The COR for this contract is _________ (to be provided upon award). The COR will be responsible for technical administration of the contract. The responsibilities of the COR include, but are not limited to: (a) Developing the technical requirements; (b) Evaluating Contractor submissions and deliverables for technical sufficiency; (c) Providing technical direction to the Contractor during the performance of this contract to assist in accomplishing the SOW; (d) Monitoring the Contractors performance under the contract to ensure compliance with the contract terms and conditions; (e) Inspecting and accepting all deliverables; and (f) Advising the CO of any factors that may cause delay in performance of the work. G.2.2 Technical direction must be within the scope of the contracts SOW. The COR does not have the authority to issue technical direction which: (a) Institutes additional work outside the scope of the contract; (b) Constitutes a change; (c) Alters the period of performance; or (d) Changes any of the other express terms or conditions of the contract. G.2.3 Technical direction will be issued in writing by the COR or confirmed by him/her in writing within five (5) calendar days after verbal issuance. G.2.4 The COR shall provide no supervisory or technical instructional direction to the Contractors personnel. G.3 FAR CLAUSES INCORPORATED BY REFERENCE The following contract clause from the Federal Acquisition Regulation (48 C.F.R. chapter 1) is pertinent to this section and hereby included by reference: FAR 52.243-1 AUG 1987 Changes -- Fixed-Price, Alternate 1 (APR 1984)

G.4 NOTIFICATION OF CHANGES (a) Definitions. Contracting Officer, as used in this clause, does not include any representative of the Contracting Officer. (b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers constitutes a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Contracting Officer in writing promptly, within fifteen (15) calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state -(1) The date, nature, and circumstances of the conduct regarded as a change; (2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct; (3) The identification of any documents and the substance of any oral communication involved in such conduct; (4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; and (5) The Contractors estimate of the time by which the Government must respond to the Contractors notice to minimize delay or disruption of performance. (c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. (d) Government response. The Contracting Officer shall promptly, within fifteen (15) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either (1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

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(2) Countermand any communication regarded as a change; (3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or (4) In the event the Contractors notice information is inadequate to make a decision under (1), (2), or (3) above, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond. G.5 SUBCONTRACT CONSENT Notice and consent of the Contracting Officer is required for subcontracting both prior to and after award. No subcontracts shall be entered into until it has been determined by the Contracting Officer that the proposed subcontracted deliverable meets all of the requirements of this contract.

Section H - Continuation Sheet H Special Contract Requirements SECTION H: SPECIAL CONTRACT REQUIREMENTS H.1 INTERPRETATION OF CONTRACT REQUIREMENTS No interpretation of any provisions of this contract, including applicable specifications, shall be binding on the Library unless furnished or agreed to in writing by the CO. H.2 CONTRACTOR COMMITMENTS, WARRANTIES, REPRESENTATIONS Any written commitment by the Contractor within the scope of this contract shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall be cause for the Library to render the Contractor liable under the default provisions for damages due to the Library, under the terms of this contract. For the purpose of this contract, a written commitment by the Contractor is limited to the proposal submitted by the Contractor, and to specific written amendments to its proposal. Written commitments by the Contractor are further defined as including: (1) any warranty or representation made by the Contractor in a proposal as to performance and (2) any warranty or representation made by the Contractor described in (1) above, made in any literature descriptions, drawings, or specifications accompanying or referred to in a proposal. H3. USE OF THE LIBRARY OF CONGRESS NAME OR CONTRACTUAL RELATIONSHIP IN ADVERTISING

The Contractor shall have the right to commercialize and market access to their copy of the Library materials. However, the Contractor agrees not to refer to awards from or contracts with the Library of Congress in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Library or is superior to other products or services. The Contractor also agrees not to distribute or release any information that states or implies that the Library of Congress endorses the Contractors product or service. In addition, no news releases pertaining to this contract shall be made without prior agency approval by the CO, COR and the Librarys Director of Communications. H.4 PERSONNEL REQUIREMENTS H.4.1 General (A) The personnel employed by the Contractor shall be capable employees qualified in this type of work. The Contractor shall be responsible for all damage to Library property by the activities of his employees resulting from these operations. The CO may require removal from work on this contract any employee(s) that may be deemed incompetent, careless, insubordinate, unsuitable, or otherwise objectionable, or whose continued employment is deemed contrary to the public interest or inconsistent with the best interest of or the security of the Library. (B) Personnel provided under this contract shall not be under pending charges, shall not have been convicted of any felony within the last 10 years, or any misdemeanor within 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 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 conviction would include a disposition of probation or probation before judgment. (C) 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 from the contract performance any individual under pending charges for any felony or misdemeanor with the exceptions noted above until such time as the final disposition is known.

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(D) Upon request of the Library, the Contractor shall identify personnel to be assigned to work under the contract and submit a FD258 (contractor fingerprint chart) and any other necessary administrative forms provided by the Library so that a background check may be conducted. The Contractor agrees that the Library has final authority to determine the suitability of Contractor personnel who perform work under this contract. The fact that the Library may conduct background checks on assigned contractor personnel in accordance with section H.5. does not relieve the Contractor of the responsibility to provide qualified, reliable personnel of sound character and conduct. H.4.2 Key Personnel (A) Certain skilled professional and/or technical personnel are essential for successful contractor accomplishment of the work to be performed under this contract. These are defined as Key Personnel and the Contractor shall provide rsums for such persons, which will be used in the evaluation of the proposal. The Contractor shall take necessary steps to ensure that the Contractor personnel selected to work under this contract are professionally and personally reliable, of reputable background and sound character, and possess the training and experience necessary to perform the contract requirements. The Contractor agrees that key personnel shall not be removed from the contract work or replaced without compliance with paragraphs (B) and (C) hereof. (B) If one or more of the key personnel for whatever reason becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding thirty (30) work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall immediately notify the CO or the COR and shall, subject to the concurrence of the CO or COR, promptly replace such personnel with personnel of at least substantially equal ability and qualifications. (C) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. They must contain a complete rsum for the proposed substitute, and any other information requested by the CO or needed by him to approve or disapprove the proposed substitution. The CO or COR will evaluate such requests and promptly notify the contractor of his approval or disapproval thereof in writing. (D) If the CO determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair the successful completion of the contract or the services ordered, the contract may be terminated by the Library for default or for the convenience of the Government, as appropriate. H.4.3 Conflict of Interest As a necessary condition for entering into this agreement, the Contractor is hereby assuring the Library that to the best of its knowledge and judgment, there are no real or apparent conflicts of interest (associational, financial, or otherwise) which affect the Contractors ability to perform this assignment in an objective, unbiased manner. H.5 SECURITY REQUIREMENTS H.5.1 Adherence to Library Security Procedures All Contractor personnel on-site at the Library shall fully comply with established building security procedures, including use of designated entrances and display of an identification pass, which will be provided by the Library. Additional arrangements for contractor access to workspace will be provided by the Library. The Library identification pass, any Library keys, and other Library property must be returned when Contractor personnel cease working under this contract and/or leave the employment of the Contractor. H.5.2 Background Checks for On-site Contractors Contractor personnel working on-site at the Library may be required to complete the Library background check. The background check will be conducted once the Contractor personnel have begun work and will not delay the starting date. Any Contractor personnel who fail the background check must immediately be removed from the contract. H.5.3 Collections Security. The Library is a public institution responsible for making its resources (collections and staff) available to the Congress and the American people. To achieve a balance between access and security, the Library requires everyone (staff, visitors, interns, contractors, etc.), to always use due diligence and protect its assets during use. Physical access to Library collections generally is limited to staff and/or determined by the custodial Library office; however, access to the materials identified in the SOW will be provided to the Contractor as detailed in section C. Under special circumstances, the Contractor shall return specific works or materials in its possession for digitizing purposes, as identified on a case by case basis, to the Library within forty-eight (48) hours, when needed for essential research purposes. H.5.4 Physical Security. Access to Library buildings and grounds is governed by the provisions of Library of Congress Regulations, Series 1800. Employees and non-employees must comply with these and any other requirements and restrictions which the Library, or a sub-element of it, may impose. All internal loans of Library property for the purposes of completing this contract must be approved by the host Library office. H.6 TITLE AND RISK /INSURANCE REQUIREMENTS H.6.1 Liability for Library Property Use or loan of all Library property and signature on this contract means that the Contractor acknowledges and agrees to: (a) return all U.S. Government items and property issued in the same condition as borrowed; (b) accept responsibility and liability for the negligent

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loss or damage of issued or borrowed Library property; and (c) use the loaned property for Library purposes and not loan such property to any other person. Risk of loss or damage shall remain with the Contractor during the entire period of the Contractors custody of the materials. However, the Contractor shall not be liable for damage to or loss of Library materials while they are in the custody of Contractor personnel on Library premises if such damage or loss is due to circumstances that are clearly out of the Contractors control, such as a fire or a water leak in a Library building or acts of God. For all work under this contract, the Contractor is liable for up to and not to exceed either the value of the collection or $1 million aggregate, whichever is less. For contractor proposed projects, the Library will provide the contractor with the applicable value of the collection prior to award. If additional insurance or special risk coverage is required for a specific project, the Library will provide an estimate of the value of the proposed items to be scanned. If the Contractor damages or loses Library materials under this contract, the Library will assess the value of the damaged goods and will coordinate with the Contractor for compensation. After replacement or repair has been completed, the Library may or may not allow the material(s) to be scanned. The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, the necessary insurance required to cover such liability. Before commencing work under this contract, the Contractor shall notify the CO in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Governments interest shall not be effective (1) for such period as the laws of the State in which this contract is to be performed prescribe or (2) until thirty days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer. H.6.2 Special Circumstances Loss and Damage H.6.2.1 Loss of Materials in Whole or in Part The following apply during off-site and on-site scanning, while materials are being transported and are otherwise in Contractor custody. H. Items That Are Unique The Library may charge the Contractor full replacement value, up to the limits specified in H.6.1, by determining the value of the item and then agreeing that the Contractor purchase for the Librarys collections a like-kind item equivalent in value and importance. The Contractor must identify for the Library the item(s) proposed for purchase including its cost and provenance. The Library must then approve the purchase and subsequent actions. H. Items for Which Another Copy Can be Purchased The Contractor shall identify copies that can be acquired and provide such information about the item(s) to the Library. The Library must approve the purchase, but the Contractor will acquire the material and reimburse the Library in-kind. H. Items That Can Be Replaced Through Reproduction If the copy furnished to the Contractor is lost or destroyed, and if another copy is held by the Library or when a copy can be borrowed from another institution, that copy will be used to produce a replacement. The Contractor shall pay for the cost of creating a new copy to Library specifications. H.6.2.2 Damage to Materials in Part or in Whole. Library staff will provide training, guidance, and oversight during scanning, to preclude damage to Library materials in part or in whole. When damage to materials occurs during scanning, or at any time when materials are held by the Contractor, the Contractor shall be liable for the damage and the cost of repair or replacement. When damage occurs to materials, the Library will determine whether repair shall be executed by Library staff or by the Contractor through a Library-approved conservation contractor. If the Library elects to execute the repair itself, then the Contractor will be responsible for the costs of repair. If the Library elects to have the Contractor repair the materials, the Library must approve the individual and/or company that will perform the repairs and the remediation plan prior to any work being done. After the Library reviews the information and approves the individual and/or company, the Contractor shall be responsible for engaging the individual and/or company and shall be responsible directly to the subcontractor for all costs associated with such repairs. H.7 HANDLING SPECIAL ISSUES Under exceptional circumstances, the Library may consider making available materials that are fragile, which will require the Contractor to observe special handling requirements. In such situations, the Contractor shall perform the digital conversion with experts who specialize in the digitization of various types of cultural heritage originals such as bound and unbound paper documents, still and moving images, microfilmed documents, and sound recordings and who have experience handling and digitizing rare and fragile materials. The final outcome shall be digital object files that encode the specified aspects of the original item without damage to the original. If a project involves cellulose nitrate, then special handling is required, because cellulose nitrate is defined as a Class 4.1 Flammable Solid, a hazardous material. The Contractor shall handle cellulose nitrate materials in accordance with all prevailing federal, state, and local laws and regulations that govern the handling, packaging, and transporting of hazardous materials referred to by the hazardous materials table (172.101) within the Code of Federal Regulations (CFR) at title 48 as Film, nitrocellulose base, gelatin coated (except scrap), Hazard Class 4.1 flammable solid, identification number UN1324.

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H.8 DATA RIGHTS The Contractor shall not claim copyright in the digitized copies of the original Library materials. The Contractor may assert copyright in independent, creative elements that it may add to the original materials. Nothing in this contract constrains or otherwise affects the Librarys right to apply copyright exceptions or limitations to the use of the materials, including but not limited to fair use (17 U.S.C. 107). With respect to the core metadata and other data produced under this contract, FAR clause 52.227-17, Data Rights Special Works (DEC 2007), applies. H.9 NOTIFICATION OF DISBARMENT/SUSPENSION STATUS The Contractor shall provide immediate notice to the Contracting Officer in the event of being suspended, debarred, or declared ineligible by any Department or other Federal Agency or upon receipt of a notice of proposed debarment from another Government Agency during performance of this contract. H.10 FAR CLAUSES INCORPORATED BY REFERENCE The following contract clauses from the Federal Acquisition Regulation (48 C.F.R. chapter 1) are pertinent to this section and hereby included by reference: FAR 52.245-1 FAR 52.245-9 FAR 52.227-17 AUG 2010 APR 2012 DEC 2007 Government Property, Alternate I Uses and Charges Data Rights Special Works

Section I - Continuation Sheet I Contract Clauses SECTION I. CONTRACT CLAUSES I.1 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. 8701-8707, Anti-Kickback Act of 1986; 41 U.S.C. 4705 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; 41 U.S.C. 2101-2107 relating to procurement integrity; and applicable Library of Congress regulations implementing such provisions. I.2. FAR CLAUSES INCORPORATED BY REFERENCE The following clauses from the Federal Acquisition Regulation (48 C.F.R. Chapter 1) are hereby incorporated by reference. The full text of a clause may be accessed electronically at Upon request, the CO may make their full text available. 52.233-3 52.233-4 52.242-13 AUG 1996 OCT 2004 JUL 1995 Protest After Award Applicable Law for Breach of Contract Claim Bankruptcy

I.3 LOC. 52.233-1 DISPUTES (FEB 2008) (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, 121 Stat 2249 (2008). (B) All disputes arising under or relating to this contract shall be resolved under this 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.

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(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 $50,000 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 $50,000, 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 Officers 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: (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. I.4 AVAILABILITY OF FUNDS The Library is seeking contractors at no-cost to digitize Library collection materials; therefore, funds will not be made available for this contract. Although the Library may allocate resources to facilitate certain aspects of this contract, the Government assumes no legal liability for direct payments to the Contractor. I.5 TERMINATION FOR CONVENIENCE OR CAUSE I.5.1 Termination for Government Convenience. The Library reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall stop all work hereunder and shall immediately cause any and all its suppliers and subcontractors to cease work and agrees to return all property provided by the Government within ten (10) days of notification by the Contracting Officer. Due to the no-cost nature of the contract vehicle, the government does not owe the contractor any amounts due if the contract is terminated for either convenience or cause. I.5.2 Termination for Cause. The Library 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.

Section K - Continuation Sheet K Representations SECTION K. REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS K.1 52.204-3 OCT 1998 Taxpayer Identification (a) Definitions. Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer

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Identification Number. (b) All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offerors relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offerors TIN. (d) Taxpayer Identification Number (TIN). ( ) TIN: _____________________ ( ) TIN has been applied for. ( ) TIN is not required because: ( ) Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; ( ) Offeror is an agency or instrumentality of a foreign government; ( )Offeror is an agency or instrumentality of the Federal Government. (e) Type of organization. ( )Sole proprietorship; ( ) Partnership; ( ) Corporate entity (not tax-exempt); ( ) Corporate entity (tax-exempt); ( ) Government entity (Federal, State, or local); ( ) Foreign government; ( ) International organization per 26 CFR 1.60494; ( ) Other (f) Common parent. ( ) Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. ( ) Name and TIN of common parent: Name____________________ TIN____________________ K.2 Data Universal Numbering System (DUNS) Number. Offerors DUNS identification number is: ___________________. (Insert number if registered with Dun and Bradstreet.) K.3 52.209-5 APR 2010 Certification Regarding Responsibility Matters (a)(1) The Offeror certifies, to the best of its knowledge and belief, that (i) The Offeror and/or any of its Principals (A) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks have, the offeror shall also see 52.2097, if included in this solicitation); (C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision; and (D) Have ( ), have not ( ) ,within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied. (1) Federal taxes are considered delinquent if both of the following criteria apply: (i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted. (ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further ap-

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peal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code). (ii) The Offeror has ( ) has not ( ), within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

Section L - Continuation Sheet L Instructions SECTION L. INSTRUCTION, CONDITIONS AND NOTICES TO OFFERORS L.1 FAR CLAUSES INCORPORATED BY REFERENCE. This solicitation incorporates by reference, the following FAR clauses: 52.215-1 JAN 2004 Instructions to Offerors Competitive Acquisition

This solicitation #LCLBN13R0031 is for the no-cost procurement of digitization services for the Library of Congress (Library). The Library seeks proposals from commercial and non-commercial entities in the digital content community, such as e-book publishers or distributors, educational institutions, libraries, archives, and others involved in the development of digital collections and dissemination of digital materials, to digitize Library materials in an effort to increase accessibility to the Librarys collections. L.2 PROPOSAL ACCEPTANCE PERIOD This is a standing solicitation, continuously open for offers. Offers will be reviewed twice a year in May and November. To be considered eligible for an upcoming review, all proposal documents must be received by the Library no later than 5:00 p.m., Eastern Standard Time (EST), on the last day of the month preceding the review schedule (i.e., April 30 or October 31). The preferred mode of submission in response to this soliciation is through the Fed Biz Opps website via electronic copy. In compliance with the Solicitation, the Offeror agrees, if this offer is accepted within 180 calendar days from the date specified in the Solicitation for receipt of proposals, to furnish any or all services provided in the proposal. L.3 PROPOSAL SUBMISSION REQUIREMENTS All offers shall be submitted in the English language. Offerors shall return the complete solicitation package with a signed digital copy via e-mail. Any offer received at the address designated for receipt of offers after the date and time specified in this solicitation for receipt of of-

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fers shall be processed in accordance with the late offers provision of FAR 52.215-1. Packages shall be sent to: and the subject line designated as follows: Proposal to RFP #LCLBN13R0031 enclosed. Submission of proposals, modifications or withdrawals of proposals will not be accepted by mail or facsimile. The technical proposal must not contain references to cost or pricing details except to the extent that resource information, such as data concerning labor hours and categories, materials, etc., are necessary in order to demonstrate technical understanding of the requirements in section C. Documents shall be sent as a single package. Failure to submit proposals in compliance with these requirements may result in a determination that the proposal is non-compliant, which may eliminate the proposal from further consideration. L.4 INSTRUCTIONS FOR THE PREPARATION OF PROPOSALS Offerors should submit separate proposals for each set of materials constituting a single project. (For example, if an Offeror wishes to propose three different sets of content to be digitized, the Offeror should submit three proposals.) EACH PROPOSAL SHOULD CONTAIN ALL OF THE ELEMENTS IDENTIFIED IN SECTIONS L.4.1 THROUGH L.5, LABELED WITH THE APPROPRIATE L REFERENCE NUMBER. A Word document template appears in Section J, Attachment 2 for your convenience. L. 4.1 Materials to be Digitized/Project Scope Offeror should identify and describe the materials proposed for digitization. In addition to any collection designation, include a narrative description of the materials, and estimated quantities based on collection information readily available to the public. The Offeror should also address any special issues relating to the proposed materials, if known. L.4.2 Technical Approach Descriptions provided in response to the following should be specific, detailed, and complete. Proposals that rephrase the requirements or use phrases such as standard procedures will be employed or well-known techniques will be used are not considered adequate and will not be eligible for award. L.4.2.1 Digital Copies. The Offeror should describe the digital content to be furnished to the Library. At a minimum, the Offeror should address the following: (a) The type and technical quality of the digitized content to be furnished to the Library; (b) The master, derivatives (e.g., PDFs), and OCR (if appropriate) files that will be supplied; (c) The format(s) and specifications of the files to be furnished to the Library; (d) The FADGI information capture and quality guidelines objectives and capture device performance star rating that will be met (; and (e) The digitization equipment that is proposed to be used, including manufacturer and model number. L.4.2.2 Metadata. The Offeror should describe the metadata to be furnished to the Library. At a minimum, the Offeror should address the metadata elements described in C.9. L.4.2.3 Project Management Plan. The Offeror should describe its proposed plan for execution of the project. The plan should address: (a) The proposed location for digitization facility (i.e., the Librarys or Offerors facility). If at the Offerors facility, the Offeror should describe Temperature, relative humidity, and light level controls at the facility; Physical security at the facility (e.g., theft, vandalism, background checks of staff); and Facility safeguards against environmental hazards (e.g., fire, water leaks, vermin, insects, mold, particulates, air pollution and hazardous fumes, etc.). (b) The proposed workflow and rate of scanning for the identified materials; (c) Quality assurance and quality control measures for ensuring that digitized content, metadata, and handling of materials conform to the contract requirements; (d) The Offerors approach to transport and storage of materials digitized offsite; (e) The Offerors approach to mitigating potential damage to collection materials before, during, and after digitization; (f) The proposed method for delivering the digital content and metadata to the Library; and (g) A rights clearance plan, if applicable. L.4.2.4 Staffing. The Offeror should describe: (a) Qualifications and experience of proposed project management staff; and (b) Qualifications and experience of technical staff proposed for the project. The Offeror should indicate which of the staff described above are considered key personnel.

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Additionally, the Offeror should indicate its intention to use subcontractors in the execution of the proposed project, and identify them, their qualifications, and experience, if known. L.4.3 L.4.3.1 Business Terms Allocation of Resources to Digitization Support Activities

For activities applicable to the proposed project, the Offeror should place an X in the appropriate cell of the following chart to indicate whether the Offeror or the Library is proposed to assume the responsibility for the activity. *NOTE: #1 and #2 in the chart need not be completed, but rather just the sub-lines. # 1 1.1 1.2 1.3 1.4 1.6 1.7 1.8 1.9 1.10 2 2.1 2.2 2.3 2.4 2.5 Activity Contractor Responsibility Material Identification and hand- N/A ling Identify individual items for digitization Pull material from stacks Check out (if applicable) Pack materials (if applicable) Inventory/Barcode (if applicable) Perform inventory quality review (if applicable) Resolve Inventory problems (if applicable) Check in (if applicable) Reshelve Preservation assessment and sta- N/A bilization treatment Assess material condition for handling during and after scanning Treat materials to stabilize them for handling during scanning Treat materials to stabilize them post- scanning House items pre- or postscanning, as appropriate Review the proposed scanning facility, staff, and equipment for appropriateness for the material to be scanned in terms of environment (i.e., temperature, RH, and light levels), fire protection, emergency protection, handling training of staff, scanning workflow and equipment to be used, and transport procedures as per Library protocols and standards. Library Responsibility N/A


Reference the appropriate number from the chart above to furnish additional details about activities for which the Contractor assumes responsibility. L.4.3.2 (a) (b) (c) 1) 2) 3) 4) The Offeror should describe the following: Proposed embargo period; Proposed period of performance; and Planned product or service, including -Description of the product in which Library content will be included; Subscription or other price for the product; Proposed discount to the Library of Congress for the product, and time period for which the discount would be applied; and Level of access to the product, if any, at no or reduced charge to the general public or segments thereof (e.g., free searching,

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access to sample or portion of product, reduced costs for educators/students, etc.). L.4.4 Corporate or Institutional Capabilities and Experience L.4.4.1 The Offeror should describe: (a) its business and/or mission; (b) its organizational structure; and (c) how the proposed digitization projects fits within its business strategy. L.4.4.3 The Offeror should describe its experience executing a minimum of two and a maximum of five relevant digitization projects, such as those with similar size, scope and complexity as the proposed project, within the past five years. For each project, the Offerors description should include: (a) the name and summary of the organization that supplied the materials; (b) name/description of the materials digitized; (c) physical condition information about the materials digitized; (d) the time period for the project; (e) whether digitization was done on or off-site; (f) problems encountered and mitigation strategies used (if applicable); and (g) information (name, email, phone number) for primary contact at the organization regarding the project. If the Offeror proposes subcontractors for major portions of the work, the subcontractors qualifications and experience must be included. L.4.4.4 Past Performance The Offeror should request that the agencies or institutions identified in L.4.4.3 fill out and submit the past performance questionnaire found in Section J, Attachment 3 by the due date for proposal submission. L.5 ASSUMPTIONS, CONDITIONS, OR EXCEPTIONS The Offeror should submit all general assumptions, conditions, or exceptions (if any) on which the Technical Proposal is based. Any assumptions, conditions, or exceptions to specific requirements should cite the relevant RFP section and paragraph number. The Library reserves the right to reject any or all assumptions and conditions/exceptions that alter the Librarys requirements. L.6 TYPE OF CONTRACT The Library contemplates a multiple award of no-cost contracts for digitization of original Library materials. However, the Library reserves the right to award no contracts if that is deemed in the best interest of the Government. L.7 INCURRING COSTS The Library shall not be obligated to pay any cost incurred by the Offeror in the preparation and submission of a proposal in response to the solicitation. L.8 AMENDMENTS TO PROPOSALS Amendments to proposals shall be submitted prior to the solicitation closing date as a complete revised proposal and labeled Revised Proposal. Change pages will not be accepted. L.9 ANTICIPATED AWARD DATE The Library anticipates awards twice a year approximately two (2) to four (4) months after submissions are due. L.10 SERVICE OF PROTEST (A) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from Vidya Vish, Contracting Officer, 101 Independence Ave. S.E. Washington, DC 20540. (B) The copy of any protests shall be received in the office designated above within one day of filing a protest with the GAO. L.11 COPIES OF THE SOLICITATION AND TECHNICAL QUESTIONS Copies of the Solicitation may be obtained from Offerors must submit all technical questions concerning this solicitation in writing to The Library must receive the questions no later than 12:00 Noon EST by the 15th of each month prior to the next due date (see L.2) to ensure that the question be answered before the next cycle of review. The Library will answer questions which may affect offers in an amendment to the solicitation. The Library will not reference the source of the questions. L.12 ORDER OF PRECEDENCE Any inconsistencies in the solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of

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supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs; (3) addenda to the solicitation or contract, including any license agreements for computer software; and (4) other documents, exhibits, and attachments, including the technical proposal.

Section M - Continuation Sheet M Evaluation Factors for Award SECTION M: EVALUATION FACTORS FOR AWARD M.1 EVALUATION PROCESS The Library may award multiple contracts resulting from this solicitation to the responsible Offerors whose offers conforming to the solicitation will be most advantageous to the Government. Although the Library may engage in discussions, the Offerors initial proposal should contain the Offerors best terms from a technical and resource allocation standpoint. Detailed descriptions of the evaluation factors are provided below. Materials supplied by the Offeror in accordance with the instructions in Section L will constitute the primary basis for the evaluation. M.2 EVALUATION FACTORS FOR AWARD The following factors will be used to evaluate offers: Factor 1 Materials to be Digitized The Library will consider the following subfactors under Factor 1: 1.1 Overall value and benefits of digitizing the content. Proposals will be assessed based on the Librarys determination of the overall value and benefits of making the identified content available more broadly. The Library will also evaluate the long-term benefits of having digital surrogates to lessen reduce wear and tear on the material proposed to be digitized. 1.2 Suitability for third party scanning. The Library will evaluate the suitability of materials for contractor digitization based on the condition of the material, susceptibility to damage, rights clearance, etc. Library-identified projects are assumed to be feasible, provided that the Offeror proposes appropriate handling and rights clearance measures if applicable. For Offeror-identified projects, the Library will evaluate the feasibility of the project and its value to the Library. The Library reserves the right to reject proposals when a determination is made that contractoridentified material is not suitable for scanning (e.g., is too fragile or rare). Factor 2 - Technical Approach and Understanding of the Requirements The Offeror must provide a sound and feasible technical approach that clearly identifies how the Offeror plans to meet the requirements stated in the solicitation and successfully perform the project. Any proposal that is unrealistic in terms of technical commitment or unrealistically low in resource allocation will be considered to demonstrate an inherent lack of technical competence or to indicate failure to comprehend the complexity and risk of contract requirements, and may be grounds for rejection of the proposal. The Library will consider the following subfactors under Factor 2: 2.1 Technical quality of digital copies. An Offerors proposal must satisfy the minimum standards identified in C.8 for the resulting digital copies. However, proposals that provide for outputs of a superior technical nature will be weighted more heavily. 2.2 Ability of the proposed equipment to deliver the proposed output. An Offerors proposal must show that the specifications of the proposed equipment to be used are sufficient to meet the digital file output specified in 2.1 (Technical quality of digital copies).

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2.3 Suitability of the proposed equipment from a conservation perspective. An Offerors proposal will be evaluated based on whether the equipment to be used is suitable from a conservation perspective and/or poses a risk to the conservation of the materials to be digitized. 2.4 Breadth and quality of metadata. An Offerors proposal must satisfy the minimum standards identified for the metadata associated with digital copies. However, proposals that provide enhanced metadata (i.e., fields and information in addition to the minimum) will be weighted more heavily. 2.5 Project management approach, including proposed location, workflows and materials handling procedures, and staffing (key personnel & subcontractors). The following will be taken into account under this subfactor: The viability of the proposed timeframe for the project; The proposed workflow and rate of scanning for the identified materials; Quality control measures for ensuring that digitized content, metadata, and handling of materials conform to the contract requirements; The Offerors approach to transport and storage of materials digitized offsite; The Offerors approach to mitigating potential damage to collection materials before, during, and after digitization; and The proposed method for delivering the digital content and metadata to the Library. The rights clearance plan for copyrighted materials, if applicable Qualifications and experience of proposed project management staff; and Qualifications and experience of technical staff proposed for the project. Factor 3 Business Terms The Library will consider the proposed allocation of resources to digitization support activities, and the value to the Library of any proposed price reduction for products or services. Additionally, the Library will evaluate the duration and potential negative impact of any embargo period on the Government and the public. Proposals that will make materials immediately publicly available online at no cost will be considered more favorable; proposals that include delays greater than three years will not be considered. The Library will consider the following subfactors under Factor 3: 3.1 Resources allocated to support activities The Library will evaluate whether an Offeror proposes allocating any additional resources to associated Library support or digitization activities. 3.2 Proposed Embargo period The Library will evaluate the length and impact of the proposed embargo period. More weight will be given to proposals with no, or short, embargo periods. Significant preference will be given to those proposals that make materials immediately and freely available online. 3.3 Proposed period of performance The Library will evaluate whether the proposed period of performance is flexible and conforms to the Librarys priorities for making content available to the public. 3.4 Added value to the Library The Library will evaluate any added value to the Library (beyond received files and metadata) of Offeror's product or service, including any proposed royalties or product discount to the Library or key constituencies. Factor 4 Corporate or Institutional Capabilities and Experience The Offeror must clearly demonstrate that it possesses experience, capabilities, and a successful record of past performance in projects in similar scope, size, and complexity involving the digitization of similar collections materials. Evaluation of past performance will allow the Government to determine whether the Offeror consistently delivered quality services for comparable work in a timely manner. The Library will consider the following subfactors under Factor 4: 4.1 Relevance of past experience Past performance on contracts that are more technically relevant to the Librarys performance requirements and similar in size, scope and complexity will receive greater consideration than performance on contracts that are less relevant. 4.2 Evaluations from past partners/clients The Library will evaluate a minimum of two (2) and a maximum of five (5) projects executed by the Offeror during the last five (5) years for consistency with the size, scope and complexity of the proposed project. The Library may contact references cited in proposals as well as other relevant individuals. The Library may obtain additional information on past performance from other sources such as Government past performance databases, Inspector General reports, and the Government Accountability Office reports.

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In general, past performance will be evaluated on the extent of client satisfaction with the previous performance of the Offeror; the Offerors effectiveness in managing and directing resources; the Offerors demonstration of reasonable and cooperative behavior in dealing with clients; the Offerors quality of previously performed services; the Offerors ability to manage project activities; and the Offerors effectiveness in meeting schedules. 4.3 Corporate and institutional strengths Offerors shall be judged on corporate or institutional strengths and the ability to provide professional oversight, leadership, and resources required to assure satisfactory execution of the project. Significant emphasis shall be placed on the degree to which and the manner in which technical support from organizational resources can be provided for the proposed project. M.3 OTHER CONSIDERATIONS Proposals shall be prepared in accordance with the instructions in Section L. If a proposal is not prepared in accordance with Section L, it will be determined to be non-responsive. M.4 EVALUATION SUPPORT The Offeror is advised that the Library may utilize outside contractors and/or consultants to assist in the evaluation of proposals. These outside contractors will have access to any and all information contained in the Offerors proposal, and will be subject to appropriate conflict of interest, standards of conduct, and confidentiality restrictions.