(a)     Security Clearances:  The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract.  All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b)     Travel:  The Contractor may be required to travel in performance of orders issued under this contract.  Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule.  The Industrial Funding Fee does NOT apply to travel and per diem charges.

NOTE:  Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain to official company business travel in regards to this contract.

(c)     Certifications, Licenses and Accreditations:  As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered.  All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d)     Insurance:  As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered.  All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e)     Personnel:  The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract.  Ordering activities may require agency approval of additions or replacements to key personnel.

(f)      Organizational Conflicts of Interest:  Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor s participation in such order may be restricted in accordance with FAR Part 9.5.

(g)     Documentation/Standards:  The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency s order.

(h)     Data/Deliverable Requirements:  Any required data/deliverables at the ordering level will be as specified or negotiated in the agency s order.

(i)      Government-Furnished Property:  As specified by the agency s order, the Government may provide property, equipment, materials or resources as necessary.

(j)            Availability of Funds:  Many Government agencies operating funds are appropriated for a specific fiscal year.  Funds may not be presently available for any orders placed under the contract or any option year.  The Government s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made.  No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

15.           CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:  Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity s convenience, and (m) Termination for Cause (See C.1.)

16.           GSA Advantage!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information.  GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1)           Manufacturer;
(2)           Manufacturer's Part Number; and
(3)           Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape).  The Internet address is http://www.fss.gsa.gov/.

17.           PURCHASE OF OPEN MARKET ITEMS

NOTE:  Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract.  ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases.  Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1)           All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2)           The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3)           The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4)           All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18.           CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a.             For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1)           Time of delivery/installation quotations for individual orders;

(2)           Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3)           Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b.             The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19.           OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia , except as indicated below:

N/A                                                                                                                                                                                                       

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations.  Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20.          BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable.  BPAs may be established with one or more schedule contractors.  The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s).  Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21.          CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts.  This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22.                INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor.  The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services.  For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract.  However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act.  The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8.

23.          SECTION 508 COMPLIANCE.

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following:

                www.megatrax.com

The EIT standard can be found at:  www.Section508.gov/.

24.          PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order

(a)           A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b)           The following statement:

This order is placed under written authorization from _______ dated _______.  In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25.          INSURANCE WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) 28.310

(a)           The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b)           Before commencing work under this contract, the Contractor shall notify the Contracting Officer 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 Government's 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 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c)           The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract.  The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26.          SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability.  An item s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.  Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27.          ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered.  Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)

Megatrax Production Music, Inc.

Promotion and Public Service Announcement Packages:

Our Promo Collection CD package sets the standard in the industry for the most effective

Promotion and PSA packages for Radio & Television & Internet - National and Worldwide.  Annual blanket licenses are available for local TV and radio broadcasters. Annual licenses may also be available for foreign broadcasters operating outside the U.S. and Canada . All other companies are subject to our standard per use (needledrop) rate schedule but blanket fees are available for specific productions.

Our Promo Collection CD package sets the standard in the industry for the most effective music for promotion and advertising. Featuring :60s, :30s, stingers and production elements, our CDs are specially designed for broadcast applications but can be used in a variety of film and multimedia productions as well.

It is the responsibility of broadcasters to hold valid performing rights licenses with ASCAP or BMI (in the U.S. ) or with their affiliated societies (outside the U.S. ). Broadcasters not licensed for performing rights through such societies are subject to clearance of performance rights directly from Megatrax.

Program Non-Broadcasting Packages:

Non-Broadcasting packages are for Intranet, In-house, Internet and Distribution up to 10,000 pre-production copies (Production Not for Sale ).

Megatrax Production Music, Inc.  Price List

Promotion and Public Service Announcement Packages for Radio, Television, Internet National and Worldwide

SIN: 132-33  Perpetual License

Megatrax Production Music, Inc. Price List

Non-Broadcasting Packages for Intranet, In-house, Internet and Distribution

SIN: 132-33  Perpetual License

USA COMMITMENT TO PROMOTE
SMALL BUSINESS PARTICIPATION
PROCUREMENT PROGRAMS

PREAMBLE

Megatrax Production Music, Inc. provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts.  We pledge to provide opportunities to the small business community through reselling opportunities, mentor-prot g programs, joint ventures, teaming arrangements, and subcontracting.

COMMITMENT

To actively seek and partner with small businesses.

To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical.

To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns.

To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small business to supply products and services to our company.

To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.

To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner.

To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities.

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact Leisa Korn, Director of Business Affairs, Telephone:  (818) 255-7100 ext. 109, E-mail: lkorn@megatrax.com

BEST VALUE
BLANKET PURCHASE AGREEMENT
FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act   (ordering activity) and Megatrax Production Music, Inc. enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) ____________________.

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers.  Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6.

This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract.  The end result is to create a purchasing mechanism for the ordering activity that works better and costs less.

Signatures

                          &nb sp;                                           &nb sp;                                                                          &n bsp;                                           &n bsp; 
Ordering Activity                                 Date                                    Contractor                                    & nbsp;    Date

BPA NUMBER_____________

(CUSTOMER NAME)
BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Schedule Contract Number(s)____________, Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity):

(1)           The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below:

MODEL NUMBER/PART NUMBER                                *SPECIAL BPA DISCOUNT/PRICE

                                      &nb sp;                                                                                              &n bsp;                             
                                                                                                                                      &n bsp;                             
                                                                                                                                      &n bsp;                             

(2)           Delivery: 

DESTINATION                        &nbs p;                                           DELIVERY SCHEDULES / DATES

                                      &nb sp;                                                                                              &n bsp;                             
                                                                                                                                      &n bsp;                             
                                                                                                                                      &n bsp;                             

(3)           The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be _________________________.

(4)           This BPA does not obligate any funds.

(5)           This BPA expires on _________________ or at the end of the contract period, whichever is earlier.

(6)           The following office(s) is hereby authorized to place orders under this BPA:

OFFICE                         &nb sp;                                           &nb sp;            POINT OF CONTACT

                                      &nb sp;                                                                                              &n bsp;                             
                                                                                                                                      &n bsp;                             
                                                                                                                                      &n bsp;                             

(7)           Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper.    

(8)           Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum:

(a)           Name of Contractor;

(b)           Contract Number;

(c)           BPA Number;

(d)           Model Number or National Stock Number (NSN);

(e)           Purchase Order Number;

(f)            Date of Purchase;

(g)           Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and

(h)           Date of Shipment.

(9)           The requirements of a proper invoice are specified in the Federal Supply Schedule contract.  Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA.

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

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BASIC GUIDELINES FOR USING
CONTRACTOR TEAM ARRANGEMENTS

Federal Supply Schedule Contractors may use Contractor Team Arrangements (see FAR 9.6) to provide solutions when responding to a ordering activity requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA).  BPAs are permitted under all Federal Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:

            & nbsp;        The customer identifies their requirements.

            & nbsp;        Federal Supply Schedule Contractors may individually meet the customers needs, or -

            & nbsp;        Federal Supply Schedule Contractors may individually submit a Schedules Team Solution to meet the customer s requirement.

            &n bsp;        Customers make a best value selection.