23RF0010024 clauses.docx

Solicitation No. 33330223RF0010024 Smithsonian Institution Water Treatment Contract SI Clauses, Provisions, Terms and Conditions

Inspection and Acceptance 52.246-12 Inspection of Construction. (AUG 1996) 52.246-S0038 Smithsonian Institution Inspection and Acceptance (Jun 2000) Inspection and acceptance may be made on a daily basis on work performed at the job site, by the Contracting Officers Technical Representative. All work shall be coordinated through the COTR for acceptance of work, payrolls and invoice(s).

52.246-S0039 Final Inspection and Tests (Jun 2000) The requirements of the Inspection of Construction clause prescribed in FAR 52.246-12, are supplemented to provide that the Contractor shall give the Contracting Officer at least 10 calendar days advance written notice of the date the work will be fully completed and ready for final inspection and tests. Final inspection and tests will be started within 10 calendar days from the date specified in the aforesaid notice unless the Contracting Officer determines that the work is not ready for final inspection and so informs the Contractor.

52.246-S0057 Inspection

(a) Upon proper notice and during normal working hours, the Smithsonian Institution reserves the right to perform any inspections and tests as deemed necessary to assure that the Contractor is performing in accordance with the terms and specifications as set forth herein.

(b) Inspection may be at the Contractor's place of business or at any location where work is being performed in conjunction with this contract.

(c) Inspection by the Smithsonian Institution shall not relieve the Contractor of responsibility for any or all quality control aspects during the life of the contract. This shall include quality control for items covered by this contract that may be subcontracted.

52.246-S0058 Acceptance

(a) The supplies and services rendered under this contract will be accepted and approved by the Contracting Officer or a designated representative thereto. Such approval will indicate acceptability to the Smithsonian Institution of performance in accordance with the terms and conditions of this contract, and will be subject to applicable warranties. The Smithsonian Institution reserves the right to reject works not conforming to prescribed contract requirements.

(b) Neither the Smithsonian Institution's reviews, approval, or acceptance of services and/or supplies, nor payment for any of the services or supplies required under this contract shall be construed to operate as a waiver of action arising out of the performance of this contract. Furthermore, the Contractor shall be and remain liable to the Smithsonian Institution in accordance with applicable law for all damages to the Smithsonian Institution caused by the Contractor's negligent performance of any of the supplies or services furnished under this contract.

(c) Acceptance by the Smithsonian Institution does not relieve the Contractor of responsibility for correction of errors or omissions that may arise after such acceptance if the errors and omissions are clearly a fault in Contractor performance.

Deliveries or Performance 52.211-S0025 Commencement, Prosecution, and Completion of Work (Jun 2000)

(a) Definitions.

(1) The Contract Time is the period of time allotted in the Contract Documents for Final Completion of the Work as defined in this Construction Contract Clause, including authorized extensions thereto. The Contractor shall complete his Work within the Contract Time as stated in the SF 1442, or as modified.

(2) The date of commencement of the Work is the date established in the Notice To Proceed issued by the C.O. Submission by the Contractor of its Performance and Payment Bonds, Preliminary Schedule and all Certificates of Insurance and their approval by the S.I. are conditions precedent to the issuance of the Notice to Proceed. The Contractor shall not commence the Work or store materials or equipment on site until written Notice to Proceed is issued or until the Contractor otherwise receives the written consent of the C.O.

(3) The date of Substantial Completion of the Work or designated portion thereof is the date certified by the COTR when the Work or a designated portion thereof is sufficiently complete, in accordance with the Contract Documents, so the S.I. can fully occupy the Work or designated portion thereof for the use for which it is intended, with all of the Project's parts and systems operable as required by the Contract Documents. Only punch list work and any final cleaning beyond that needed for the S.I.'s full use may remain for Final Completion.

(4) The date of Final Completion of the Work is the date certified by the COTR when the Work is totally complete, to include punch list work and final clean up, in accordance with the Contract Documents and the S.I. may fully occupy and fully utilize the Work for the use for which it is intended.

(5) If a date or time of completion is included in the Contract, it shall be the Date of Final Completion as defined in this Construction Contract Clause, including authorized extensions thereto, unless otherwise provided.

(6) The term Day as used in the Contract Documents shall mean calendar day unless otherwise specifically designated. All dates shall mean midnight of the indicated day unless otherwise stipulated.

(b) Progress and Completion.

(1) All time limits stated in the Contract Documents are of the essence of the Contract.

(2) The Contractor shall prosecute the Work diligently to Final Completion.

(c) Delays and Extensions of Time.

(1) The time during which the Contractor is delayed in the performance of the Work, by the acts or omissions of the S.I., the Architect, or their employees or agents, acts of God, unusually severe and abnormal climatic conditions, fires, floods, epidemics, quarantine restrictions, strikes, riots, civil commotion or freight embargoes, or other conditions beyond the Contractor's control and which the Contractor could not reasonably have foreseen and provided against, shall be added to the Contract Time; provided, however, that no claim by the Contractor for an extension of time for delays will be considered unless made in compliance with the requirements of this Article and other provisions of the Contract Documents.

(2) Neither the S.I., nor the Architect shall be obligated or liable to the Contractor for, and the Contractor hereby expressly waives any claims against the S.I. and the Architect on account of any indirect or direct damages, costs or expenses of any nature which the Contractor, Subcontractors, of Suppliers or any other person may incur as a result of any delays, interference, changes in sequence or the like, which are reasonable, foreseeable, contemplated, or avoidable by the Contractor, arising from or out of any act or omission of the S.I. of the Architect, or their agents, employees, consultants, separate contractors or any governmental representative, it being understood and agreed that the Contractor's sole and exclusive remedy in any such events shall be an extension of the Contract Time, but only as determined in accordance with the provisions of the Contract Documents.

(3) The Contract Time shall be adjusted only for Change Orders pursuant to the Construction Contract Clause entitled "Changes", excusable delays pursuant to Construction Contract Clause entitled "Delays and Extensions of Time" and Construction Contract Clause entitled "Smithsonian Institution's Right to Stop or to Suspend the Work". In the event the Contractor requests an extension of the Contract Time, he shall furnish such justification and supporting evidence as the C.O. may deem necessary for a determination of whether the Contractor is entitled to an extension of time under the provisions of the Contract. The burden of proof to substantiate a claim for an extension of the Contract Time shall rest with the Contractor, including evidence that the cause was beyond his control. The C.O. shall base his findings of fact and decision on such justification and supporting evidence and shall advise the Contractor in writing thereof. If the C.O. finds that the Contractor is entitled to any extension of the Contract Time, the C.O.'s determination of the total number of days' extension shall be based upon the currently approved Progress Schedule and on all data relevant to the extension. Such data will be incorporated into the Progress Schedule in the form of a revision thereto, accomplished in a timely manner. The Contractor acknowledges and agrees that actual delays (due to said changes, suspensions of work or excusable delays) in activities which, according to the Progress Schedule, do not affect the Contract Time, do not have any effect upon the Contract Time and therefore will not be the basis for a change therein. The Contractor acknowledges and agrees that time extensions will be granted only to the extent that excusable delays exceed the available float in the Contractor's Progress Schedule.

(4) Subject to other provisions of the Contract, the Contractor may be entitled to an extension of the Contract Time (but no increase in the Contract Price) for delays arising from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, his Subcontractors or Suppliers as follows:

(i) Labor disputes and strikes (including strikes affecting transportation), that do, in fact, directly and critically affect the progress of the Work; however, an extension of Contract time on account of an individual labor strike shall not exceed the number of days of said strike;

(ii) Acts of God, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damage completed work or stored materials.

(iii) Abnormal inclement weather; however, the Contract Time will not be extended due to normal inclement weather. The time for performance of this Contract, as stated in the Contract Documents, includes an allowance for calendar days, which may not be available for construction out-of-doors; for the purposes of the Contract, the Contractor agrees that said number of calendar days per month are to be considered as normal inclement weather. Unless the Contractor can substantiate to the satisfaction of the S.I. that there was greater than normal inclement weather considering the full term of the Contract Time using a ten year average of accumulated record mean values from climatological data compiled by the U.S. Department of Commerce, National Oceanic and Atmospheric Administration for the locale of the Project and that such alleged greater than normal inclement weather actually delayed the Work or portions thereof which had an effect upon the Contract Time, the Contractor shall not be entitled to an extension of time. If the total accumulated number of calendar days lost due to inclement weather, from the start of Work until Final Completion, exceeds the total accumulated number to be expected for the same period from the aforesaid climatological data, time for completion will be extended by the number of calendar days needed to include the excess number of calendar days lost.

(iv) Acts of the public enemy, acts of the state, Federal or local government in its sovereign capacity, and acts of a separate contractor in the performance of its contract with the S.I. relating to the Project.

(5) The Contractor shall not be entitled to and hereby expressly waives any extension of time resulting from any conditions or cause unless said claim for extensions of time is made in writing to the C.O. within seven (7) days of the first instance of delay. Circumstances and activities leading to such claim shall be indicated or referenced in a daily field inspection report for the day(s) affected; otherwise, all such claims are waived by the Contractor. In every such written claim, the Contractor shall provide the following information:

(i) Nature of the delay;

(ii) Date (or anticipated date) of commencement of delay;

(iii) Activities on the Progress Schedule affected by the delay, and/or new activities created by the delay and their relationship with existing activities;

(iv) Identification of person(s) or organizations(s) or event(s) responsible for the delay;

(v) Anticipated extent of the delay;

(vi) Recommended action to avoid or minimize the delay.

(d) Responsibility for Completion.

(1) The Contractor shall furnish such manpower, materials, facilities and equipment and shall work such hours, including night shifts, overtime operations and Sundays and holidays, as may be necessary to insure the progress and completion of the Work in accordance with the approved and currently updated Progress Schedule. If Work actually in place falls behind the currently updated and approved Progress Schedule and it becomes apparent from the current Progress Schedule that the Work will not be completed within the Contract Time, the Contractor agrees that he will, as necessary, take some or all of the following actions at no additional cost to the S.I., as required to eliminate substantially the backlog of the Work:

(i) Increase manpower in quantities and crafts necessary

(ii) Increase the number of work hours per shift, shifts per working day, working days per week, the amount of equipment, or any combination of the foregoing; and/or

(iii) Re-schedule activities to achieve maximum practical concurrence.

(2) The COTR may require the Contractor to submit a Recovery Schedule in accordance with the Supplementary Construction Contract Clause, demonstrating his program and proposed plan to make up the lag in scheduled progress and to ensure completion of the Work within the Contract Time. If the COTR finds the proposed plan not acceptable, he may require the Contractor to submit a new plan. If the actions taken by the Contractor or the second plan proposed are not satisfactory, the COTR may require the contractor to take any of the actions set forth in this Construction Contract Clause without additional costs to the S.I., to make up the lag in scheduled progress.

(3) Failure of the Contractor to comply substantially with the requirements of this Construction Contract Clause may be considered grounds for a determination by the S.I., pursuant to the Construction Contract Clause entitled "Default", that the Contractor is failing to prosecute the Work with the sufficient diligence to ensure its completion with the Contract Time.

52.236-S0036 Smithsonian Institution's Right to Stop or to Suspend the Work (Jun 2000)

(a) If the Contractor fails to correct defective Work as required by the Construction Contract Clause entitled "Correction of Work", or fails to carry out the Work or supply labor and materials in accordance with the Contract Documents, the C.O. by a written order may order the Contractor to stop the Work, or any portion thereof, without monetary compensation to the Contractor until the cause for such order has been eliminated.

(b) The Contracting Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the Work for such period of time as he may determine to be appropriate for the convenience of the S.I.

(c) If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed, or interrupted by the S.I. or its authorized representatives in the administration of this Contract, or by failure of any one of them to act within the time specified in this Contract (or if no time is specified, within a reasonable time), an adjustment shall be made for an increase in the actual time required for performance of the Work by the Contractor, due solely to such unreasonable suspension, delay, or interruption and the Contract modified in writing accordingly. However, no claim for an extension of time shall be made under this Construction Contract Clause for any suspension, delay, or interruption pursuant to this Construction Contract Clause, or for which claim is provided or excluded under any other provision of this Contract. No claim under this Construction Contract Clause shall be allowed for any claim for an extension of time required for performance, unless within twenty (20) days after the act or failure to act involved, the Contractor submits to the COTR a written statement setting forth, as then practicable, the extent of such claimed time extension and unless the claim for an extension of time is asserted in writing as soon as practicable after the termination of such suspension, delay, or interruption. No claim shall be made for direct or indirect costs incurred by Contractor as a result of the events described in this Construction Contract Clause, a time extension being the Contractor's sole remedy.

(d) A claim under this clause shall not be allowed (1) for any costs incurred more than twenty (20) days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract.

(e) In the event of a suspension of work or delay or interruption of work, the Contractor will and will cause his subcontractors to protect carefully his, and their materials and work against damage or injury from the weather and maintain completed and uncompleted portions of the work as required by the Contract Documents. If, in the opinion of the COTR, any work or material shall have been damaged or injured by reason of failure on the part of the Contractor or any of his subcontractors to so protect same, such work and materials shall be removed and replaced at the expense of the Contractor.

(f) No claim by the Contractor for an equitable adjustment under the Construction Contract Clause entitled "Equitable Adjustments", shall be allowed if asserted after Final Payment under this Contract.

52.246-S0041 Additional Warranties and Guarantees (Jun 2000)

(a) The Contractor guarantees and warrants to the S.I. all work as follows:

(1) That all materials and equipment furnished under this Contract will be new and the best of its respective kind unless otherwise specified;

(2) That all Work will be first-class quality and free of omissions and faulty, poor quality, imperfect or defective material or workmanship;

(3) That where no standard is specified for such workmanship or materials, they shall be the best of their respective kinds;

(4) That the Work shall be entirely watertight and leakproof in accordance with all applicable industry customs and practices, and shall be free of shrinkage and settlement, (normal shrinkage inherent in the specified materials is acceptable);

(5) That the Work, including but not limited to, mechanical and electrical machines, devices and equipment shall be fit and fully usable for its intended and specified purpose and shall operate satisfactorily with ordinary care;

(6) That consistent with requirements of the Contract Documents the Work shall be installed and oriented in such a manner as to facilitate unrestricted access for the operation and maintenance of fixed equipment;

(7) That the Work will be free of abnormal or unusual deterioration which occurs because of poor quality materials, workmanship or unsuitable storage.

(b) All work not conforming to guarantees and warranties specified in the Contract Documents, including substitutions not properly approved and authorized, may be considered defective. If required by the COTR, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of the Construction Contract Clauses entitled "Uncovering of Work" and "Correction of Work".

(c) The warranties set forth in this Construction Contract Clause entitled "Additional Warranties and Guarantees" and elsewhere in the Contract Documents shall survive Final Completion of the Work under the Construction Contract Clause entitled "Payments and Completion".

(d) If, within one year after the Date of Final Completion of the Work or designated portion thereof or within one year after acceptance by the S.I. of designated equipment or within such longer period of time as may be prescribed by law or by the terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be defective, not in accordance with the Contract Documents, or not in accordance with the guarantees and warranties specified in the Contract Documents, the Contractor shall correct it within five (5) working days, or such other period as mutually agreed, after receipt of a written notice from the COTR to do so.

(e) Any materials or other portions of the Work, installed, furnished or stored on site which are not of the character or quality required by the specifications, or are otherwise not acceptable to the COTR, shall be immediately removed and replaced by the Contractor to the satisfaction of the COTR, when notified to do so by the COTR.

(f) If the Contractor fails to correct defective or nonconforming Work as required by the Construction Contract Clause entitled "Correction of Work", or if the Contractor fails to remove defective or nonconforming Work from the site, as required by the Construction Contract Clause entitled "Uncovering of Work", the S.I. may elect to either correct such work in accordance with the Construction Contract Clause entitled "Smithsonian Institution's Right to Carry Out The Work", or remove and store materials and equipment at the expense of the Contractor.

(g) The Contractor shall bear the cost of making good all work of the S.I., separate contractors or others, destroyed or damaged by such correction or removal required under this Construction Contract Clause or the Construction Contract Clauses entitled "Uncovering of Work" and "Correction of Work", or elsewhere in the Contract Documents.

Contract Administration Data 52.202-S0059 Contract Management Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Smithsonian and the Contractor. The following individuals will be the Smithsonian points of contact during the performance of the contract.

52.202-S0060 Contracting Officer All contract administration will be effected by the Contracting Officer. Communications pertaining to contractual administrative matters will be addressed to the Contracting Officer. No changes in or deviation from the scope of work shall be effected without a written modification to the contract executed by the Contracting Officer authorizing such changes.

52.202-S0061 Contracting Officer's Technical Representative (COTR) (Apr 1988)

(a) The Contracting Officer's Technical Representative (COTR), Smithsonian Facilities, or his authorized representative shall act for and on behalf of the Contracting Officer in the administration of any resultant contract with respect to:

1. Resolution of issues that may arise between the Contractor and the Smithsonian Institution in connection with such matters as acceptability of workmanship and other technical requirements;

2. Evaluation on an overall basis of the acceptability of workmanship and Contractor's compliance with technical requirements; and

3. The approval and acceptance of work performed under this contract.

(b) This delegation does not authorize the modification of any of the contract's provisions, terms or conditions. All authorities not herein delegated are reserved to the Contracting Officer.

(c) The Contractor shall make available such records, reports and facilities as may be required to carry out this assignment.

52.202-S0062 Authorities The Contractor is advised that only the Contracting Officer can change or modify the terms of this contract or take any other action which obligates the Smithsonian and then such action must be set forth in a formal modification to the Contract. The authority of the COTR is strictly limited to the specific duties set forth in her letter of appointment, a copy of which will be furnished the Contractor. Contractors who rely on direction from persons other than the Contracting Officer (or a COTR acting within the strict limits of his/her responsibilities as set forth in his/her letter of appointment) do so at their own risk and expense, as such actions do not bind the Smithsonian contractually. All questions concerning the authority of a Smithsonian employee to direct the Contractor contractually should be referred to the Contracting Officer.

52.213-S0094 Application for Payment The Contractor shall submit Application for Payment in triplicate copies and in accordance with the Construction Contract Clauses. All Applications for Payment shall identify the Contract Number and Project Title and shall be submitted to the COTR at the address specified by the Work Order.

Note: The Prompt Payment Act (31 U.S.C. Section 3901) is not applicable to the Smithsonian Institution. The Smithsonian Institution shall take all reasonable measures to ensure that payment for invoice(s) properly documented and submitted shall be paid within thirty (30) days from receipt of an approved proper invoice.

52.215-S0002 Authorized Negotiators (Apr 1984) The offeror or quoter represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposals or quotations: [list names, titles, and telephone numbers of the authorized negotiators].

52.215-S0063 Key Personnel

(a) The Contractor shall include the key personnel to be assigned under this contract those persons listed below:

NAME LABOR CATEGORY

Offerors shall also provide this information in their technical proposal.

(b) The persons named above are considered key personnel. The Contractor shall give at least 14 calendar days advance notice if any of these persons are to be removed or diverted from this contract, and shall supply written justification as part of this notice, and shall name the proposed substitute or replacement; but the Contractor will not remove or divert such persons unless authorized by written consent of the Contracting Officer.

(c) General Approval. All Contractor personnel assigned to this contract are subject to Smithsonian review in accordance with the defined labor categories herein. Contractor personnel found unacceptable by the Smithsonian at any time shall be removed from performing under this contract within 14 calendar days after notification. Such notification shall be delivered in writing by the Contracting Officer to the Contractor.

Special Contract Requirements 52.202-S0010 Use of Smithsonian Name (Jun 2000) It is recognized and acknowledged that Contractor shall have no right to use the name "Smithsonian" or "Smithsonian Institution", or the name of any Smithsonian Museum or part thereof, including the Facilities, in connection with any of its own advertising, marketing or promotion. However, any marketing or promotional programs concerning the Smithsonian or the Project shall be submitted to the Smithsonian for review and approval prior to any implementation thereof. The Smithsonian may withhold any approval required hereunder as it wishes.

The Prime Contractor shall be responsible for compliance by any subcontractor or supplier or lower tier subcontractor or lower tier supplier with this clause. After award of the contract and upon request of the Contracting Officer, the Prime Contractor shall deliver a written statement acknowledging that this clause has been included in contracts with all subcontractors and suppliers.

52.203-S0004 Advertising of Award Smithsonian Institution The Contractor shall not refer to the Smithsonian or to any of its museums, organizations, or facilities in any manner or through any medium, whether written, oral or visual, for any purpose whatsoever, including advertising, marketing, and promotion.

52.215-S0008 Contracting Officer's Technical Representative (Apr 1988) Contracting Officer's Technical Representative (herein referred to as the COTR) will be the Contracting Officer's (CO) exclusive representative to the Contractor with respect to the Project during construction and until Final Payment and Release of Claims. The term COTR is referred to throughout the Contract Documents as if singular in number and masculine in gender. The Smithsonian Institution's communications with the Contractor shall be exclusively through the COTR, who will have full authority to act on behalf of the C.O. with regard to all aspects of the Project except that the C.O. must approve all Modifications and payments to the Contractor and is the final authority for all disputes under any Clause of this Contract. All of the Contractor's communications to the S.I. shall be exclusively through the COTR. All of the COTR's actions with regard to this Project will be as the representative of the C.O.

52.215-S0009 Information, Services and Rights of the Smithsonian (Apr 1988)

(a) The S.I., through the C.O. and COTR, will provide administration of the contract as hereinafter described.

(b) The S.I. or its authorized representatives shall at all times have access to the Work whenever it is in preparation or progress. The Contractor shall provide safe facilities for such access.

(c) The S.I. or its authorized representatives shall not be responsible for or have control or charge of the construction means, methods, techniques, sequences, or procedures, or for safety precautions and program in connection with the Work, and will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents.

(d) The COTR shall have authority to reject Work when in his opinion, the Work does not conform to the Contract Documents.

(e) Whenever in the COTR's reasonable opinion it is considered necessary or advisable for the implementation of the intent of the Contract Documents, the COTR will have authority to require special inspection or testing of the Work in accordance with the provisions of the Contract Documents whether or not such Work be then fabricated, installed or completed.

(f) The COTR shall have the authority and discretion to call, schedule, and conduct job meetings to be attended by the Contractor, representatives of his Subcontractors, and the Architect to discuss such matters as procedures, progress, problems, payments and scheduling.

(g) The COTR will establish procedures to be followed for processing all Shop Drawings, catalogs, and other project reports and other documentation, test reports, and maintenance manuals.

(h) The COTR will review all requests for changes and shall implement the processing of Change Orders, including applications for extension of the Contract Time.

(1) The COTR will review and process all Progress Payments including the Final Payment.

(2) The Smithsonian Institution or its authorized representatives shall not be responsible or liable to the Contractor for the acts, errors or omissions of the Contractor, any separate Subcontractor, any separate contractor or any contractor's or subcontractor's agents or employees, or any other persons performing any of the Work.

(k) Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, ten copies of full size Drawings and Specifications reasonably necessary for the execution of the Work.

(l) The foregoing rights are in addition to other rights of the S.I. enumerated herein and those provided by law.

52.223-S0070 Dissemination of Information There shall be no dissemination or publication of information, except between the Contractor and any subcontractors, of information developed under this contract or any task orders awarded under the terms of this contract or contained in reports to be furnished pursuant to this contract without the prior written approval of the Contracting Officer.

52.236-S0030 Availability and Use of Utility Services (Jun 2000)

(a) The Government shall make all reasonably required amounts of utilities available to the Contractor from existing outlets and supplies, as specified in the contract. These services shall be furnished without charge to the Contractor. The Contractor shall carefully conserve any utilities furnished without charge.

(b) The Contractor, at its expense and in a workmanlike manner satisfactory to the Contracting Officer, shall install and maintain all necessary temporary connections and distribution lines. Before final acceptance of the work by the Government, the Contractor shall remove all the temporary connections, distribution lines, and associated paraphernalia.

52.236-S0031 Use of Site (Jun 2000) The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, easements, right-of-way agreements and the Contract Documents. The Contractor shall not unreasonably encumber the site, in the opinion of the COTR, with any materials, equipment or trailers nor shall he block the entrances or otherwise prevent reasonable access to the site, other working and parking areas, completed portions of the Work and/or other properties, storage areas, loading dock and other areas of the work site or areas that are adjacent to the work site. If the Contractor fails or refuses to move said materials, equipment or trailers within 24 hours of notification by the COTR to so do, the COTR shall have the right, without further notice, to remove, at the Contractor's expense, any material, equipment and/or trailers which the COTR deems are in violation of this Construction Contract Clause entitled "Use of Site".

52.242-S0020 Historic & Archeological Rights (Jun 2000)

(a) If during the excavation of the site items of historic and archeological significance are found, the contractor shall stop work and notify the COTR immediately. Subsequent excavation work shall proceed as directed by the COTR.

(b) All items considered by the Smithsonian Institution to have historic or archaeological significance are the property of the Smithsonian Institution.

Contract Clauses 52.203-3 Gratuities. (APR 1984) 52.203-5 Covenant Against Contingent Fees. (MAY 2014) 52.203-7 Anti-Kickback Procedures. (JUN 2020) 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (MAY 2014) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (MAY 2014) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (JUN 2020) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011) 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) 52.215-8 Order of Precedence - Uniform Contract Format. (OCT 1997) 52.219-28 Post-Award Small Business Program Rerepresentation. (NOV 2020)

(a) Definitions. As used in this clause- Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern-

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts-

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract.

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.

(h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

(1) The Contractor represents that it [ ] is,[ ] is not a small business concern under NAICS Code [ ] assigned to contract number [ ].

(2) (Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) (Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that it [ ] is, [ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program. (Complete only if the Contractor represented itself as a women-owned small business concern in paragraph (h)(3) of this clause.) The Contractor represents that-

(i) It [ ] is, [ ] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(4)(i) of this clause is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. [The Contractor shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture:] Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. (Complete only if the Contractor represented itself as a women-owned small business concern eligible under the WOSB Program in (h)(4) of this clause.) The Contractor represents that-

(i) It [ ] is, [ ] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(5)(i) of this clause is accurate for each EDWOSB concern participating in the joint venture. [The Contractor shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture:] Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

(6) (Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that it [ ] is, [ ] is not a veteran-owned small business concern.

(7) (Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.) The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(8) (Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.) The Contractor represents that-

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture:] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

[Contractor to sign and date and insert authorized signer's name and title.] (End of clause) 52.222-1 Notice to the Government of Labor Disputes. (FEB 1997) 52.222-3 Convict Labor. (JUN 2003) 52.222-4 Contract Work Hours and Safety Standards - Overtime Compensation. (MAY 2018) 52.222-6 Construction Wage Rate Requirements. (AUG 2018) 52.222-7 Withholding of Funds. (MAY 2014) 52.222-8 Payrolls and Basic Records. (AUG 2018) 52.222-9 Apprentices and Trainees. (JUL 2005) 52.222-10 Compliance With Copeland Act Requirements. (FEB 1988) 52.222-11 Subcontracts (Labor Standards). (MAY 2014) 52.222-12 Contract Termination - Debarment. (MAY 2014) 52.222-13 Compliance With Construction Wage Rate Requirements and Related Regulations. (MAY 2014) 52.222-14 Disputes Concerning Labor Standards. (FEB 1988) 52.222-15 Certification of Eligibility. (MAY 2014) 52.222-50 Combating Trafficking in Persons. (OCT 2020) 52.223-3 Hazardous Material Identification and Material Safety Data. (JAN 1997) - Alternate I (JUL 1995) 52.223-12 Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners. (JUN 2016) 52.225-13 Restrictions on Certain Foreign Purchases. (JUN 2008) 52.227-4 Patent Indemnity--Construction Contracts. (DEC 2007) 52.228-2 Additional Bond Security. (OCT 1997) 52.228-5 Insurance - Work on a Government Installation. (JAN 1997) 52.228-11 Pledges of Assets. (AUG 2018) 52.232-23 Assignment of Claims. (MAY 2014) 52.232-33 Payment by Electronic Funds Transfer - System for Award Management. (OCT 2018) 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004) 52.236-2 Differing Site Conditions. (APR 1984) 52.236-3 Site Investigation and Conditions Affecting the Work. (APR 1984) 52.236-5 Material and Workmanship. (APR 1984) 52.236-7 Permits and Responsibilities. (NOV 1991) 52.236-8 Other Contracts. (APR 1984) 52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements. (APR 1984) 52.236-10 Operations and Storage Areas. (APR 1984) 52.236-11 Use and Possession Prior to Completion. (APR 1984) 52.236-12 Cleaning Up. (APR 1984) 52.236-14 Availability and Use of Utility Services. (APR 1984) 52.236-15 Schedules for Construction Contracts. (APR 1984) 52.236-17 Layout of Work. (APR 1984) 52.236-26 Preconstruction Conference. (FEB 1995) 52.242-13 Bankruptcy. (JUL 1995) 52.242-14 Suspension of Work. (APR 1984) 52.243-4 Changes. (JUN 2007) 52.243-5 Changes and Changed Conditions. (APR 1984) 52.248-3 Value Engineering - Construction. (OCT 2020) 52.249-2 Termination for Convenience of the Government (Fixed-Price). (APR 2012) - Alternate I (SEP 1996) 52.249-10 Default (Fixed-Price Construction). (APR 1984) - Alternate I (APR 1984) 52.252-2 Clauses Incorporated by Reference. (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): [Insert one or more Internet addresses] (End of clause) 52.253-1 Computer Generated Forms. (JAN 1991) 52.202-S0003 Definitions (Apr 1988) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation or contract was issued, unless modified herein--

(a) "Head of the agency," means the Secretary of the Smithsonian Institution.

(b) "Contracting Officer" (C.O.) means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings and to settle all claims.

(c) "Government" means the Smithsonian Institution (S.I.). The Contracting Officer (C.O.) shall be deemed to be the authorized representative of the S.I. The Smithsonian Institution shall hereinafter be referred to by its initials, "S.I.", or as "the Government".

(d) "Contractor" means the person or persons, firm or company whose proposal has been accepted by S.I. and includes the Contractor's personal representatives, successors and assigns permitted by S.I.

(e) "Contracting Officer's Technical Representative" (COTR) means the Project Manager appointed by the Contracting Officer to act as COTR for the purpose of the Contract. Written notification of the appointment or recession of such appointment shall be promptly furnished to the Contractor.

52.202-S0012 Specialist (Jun 2000) The term "Specialist" as used in the contract specification shall mean an individual or firm of established reputation (or, if newly organized, whose personnel have previously established a reputation in the same field), which is regularly engaged in, and which maintains a regular force of workmen skilled in either (as applicable) manufacturing or fabricating items required by the contract, installing items required by the Contract or otherwise performing work required by the Contract. Where the contract specification requires installation by a specialist, that term shall also be deemed to mean either the manufacturer of the item, an individual or firm licensed by the manufacturer, or an individual or firm who will perform the work under the manufacturer's direct supervision.

52.209-S0042 Subcontractor Eligibility (Jun 2000)

a) In connection with the performance of work under this contract, the Contractor shall not subcontract with any subcontractor who, at the time of subcontract award, is listed on the current Excluded Parties List, unless otherwise authorized by the Government in accordance with Subpart 9.4 of the Federal Acquisition Regulations.

(b) Prior to award of the prime contract, the Excluded Parties List will be available for inspection at…