F09SOL00031-NZP Bridge RepairPKG.pdf

SOLICITATION, OFFER,

AND AWARD

2. TYPE OF SOLICITATION

6. PROJECT NO. 4. CONTRACT NO. 5. REQUISITION/PURCHASE REQUEST NO.

PAGE OF PAGES

7. ISSUED BY CODE 8. ADDRESS OFFER TO

SOLICITATION

(Construction, Alteration, or Repair)

1. SOLICITATION NO. 3. DATE ISSUED

IMPORTANT -- The "offer" section on the reverse must be fully completed by offeror.

9.

INFORMATION

a. NAME b. TELEPHONE NO. (Include area code) (NO COLLECT CALLS)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder."

CALL:

FOR

SEALED BID (IFB)

NEGOTIATED (RFP)

0000034207

SMITHSONIAN INSTITUTION

P.O. BOX 37012

MRC 1200

Washington DC 20013-7012

OCON

Vincent Blackwell 202-633-7278

0933108 x 06/29/2009

F09SOL00031

10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE DOCUMENTS (Title, identifying no., date)

This is an open Request for Proposal (RFP) Solicitation for construction services required by the Smithsonian Institution. This RFP solicitation has been assigned a unique number F09SOL00031 as displayed in block # 2 of the Standard Form 1442, Award

Contract. The Contractor shall refer to the contract number F09SOL00031 on all correspondence. All terms and conditions outlined in F09SOL00031 shall apply to this

RFP.

Statement of Work: The contractor shall submit a proposal outlining all the material, work, and supervision required to complete Bridge Repairs at the National

Zoological Park, 3001 Connecticut Ave, NW Washington, DC 20008 as outlined in the SI

Scope of Work dated June 12, 2009.

This short description, however, shall not in any way be construed to limit the contractor¿s obligations for compliance with the contract specifications.

11. The Contractor shall begin performance

12a. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?

award, notice to proceed. The performance period is mandatory negotiable. (See ________________________________________________.)

13. ADDITIONAL SOLICITATION REQUIREMENTS:

a. Sealed offers in original and is not required.is, b. An offer guarantee

c. All offers are subject to the (1) work requirements, and (2) other provisions and clauses incorporated in the solicitation in full text or by reference.

(date). If this is a sealed bid solicitation, offers will be publicly opened at that time. Sealed envelopes containing offers shall be marked to show the offeror's name and address, the solicitation number, and the date and time offers are due.

d. Offers providing less than

12b. CALENDAR DAYSYES NO

(If "YES", indicate within how many calendar days after award in Item 12b.)

7 180 calendar days and complete it within ________________ ________________ calendar days after receiving

08/07/2009

NSN 7540-01-155-3212

x x x x copies to perform the work required are due at the place specified in Item 8 by _____________ ___________________ (hour) local time calendar days for Government acceptance after the date offers are due will not be considered and will be rejected. _________________

STANDARD FORM 1442 (Rev. 4-85)

Prescribed by GSA

FAR(48 CFR) 53.236-1(d)

17. The offeror agrees to perform the work required at the prices specified below in strict accordance with the terms of this solicitation, if this offer is accepted by the Government in writing within ____________________ calendar days after the date offers are due. (Insert any number equal to or greater than the minimum requirement stated in item 13d. Failure to insert any number means the offeror accepts the minimum in item 13d.)

14. NAME AND ADDRESS OF OFFEROR (Include ZIP Code) 15. TELEPHONE NO. (Include area code)

16. REMITTANCE ADDRESS (Include only if different than item 14.)

CODE FACILITY CODE

AMOUNTS

18. The offeror agrees to furnish any required performance and payment bonds.

19. ACKNOWLEDGEMENT OF AMENDMENTS

OFFER (Must be fully completed by offeror)

(The offeror acknowledges receipt of amendments to the solicitation -- give number and date of each)

AMENDMENT NO.

DATE.

20a. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or print) 20b. SIGNATURE 20c. OFFER DATE

AWARD (To be completed by Government)

21. ITEMS ACCEPTED:

22. AMOUNT 23. ACCOUNTING AND APPROPRIATION DATA

24. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM 25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO

26. ADMINISTERED BY CODE 27. PAYMENT WILL BE MADE BY

CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE

(Contractor is required to sign this document and return (Contractor is not required to sign this document.)

Your offer on this solicitation is hereby accepted as to the items listed. This award consummates the contract, which consists of (a) the Government solicitation and your offer, and (b) this contract award.

No further contractual document is necessary.

30a. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED TO SIGN (Type or print) 31a. NAME OF CONTRACTING OFFICER (Type or print)

30b. SIGNATURE 30c. DATE 31b. UNITED STATES OF AMERICA 31c. DATE

BY

2PAGE OF

OCON

P.O. BOX 37012

MRC 1200

Washington DC 20013-7012

OCON

Robert Fraga

28. NEGOTIATED AGREEMENT 29. AWARD

Contractor agrees to furnish and deliver all items or perform all work requirements identified on this form and any continuation sheets for the consideration stated in this contract. The rights and obligations of the parties to this contract shall be governed by (a) this contract award, (b) the solicitation, and (c) the clauses, representations, copies to issuing office.)

10 U.S.C. 2304(c) 41 U.S.C. 253(c)

STANDARD FORM 1442 (REV. 4-85) BACK

Continued...

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

NAME OF OFFEROR OR CONTRACTOR

3 96

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

F09SOL00031

Maintenance, Rehabilitation, and Reconstruction-

Provide repairs to spalling and delaminated concrete, epoxy inject concrete, paint bearing devices, remove vegetations, side walk repair, remove, graval bar in creek, asphalt replacement, riprap in creek, traffic control, permits and independent inspection inspections. All work shall completed while bridge remains under limited operation and outlined in the scope of work dated June 12, 2009.

FOB: Destination

Period of Performance: 08/31/2009 to 03/02/2010

00001 Repair rock creek bridge.

Product/Service Code: Z191

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

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Smithsonian Institution Solicitation F09SOL00031-NZP Bridge Repairs

Table of Contents Section A-Solicitation/Contract Form SI-0084 Solicitation/Contract Section B- Supplies or Services/Prices SI-0086 Pricing Section C-Description/Specifications SI-0087 Specifications Section D-Packaging and Marking SI-0088 Packaging and Marking Inspection and Acceptance SI-0057 Inspection SI-0058 Acceptance Deliveries or Performance SI-0080 Period of Performance-NTP SI-0081 Period of Performance-Bonds & Insurance-Construction SI-0082 Period of Performance-Options SI-0083 Delivery Point Contract Administration Data SI-0059 Contract Management SI-0060 Contracting Officer SI-0061 Contracting Officer's Technical Representative (COTR) (Apr 1988) SI-0062 Authorities SI-0063 Key Personnel SI-0064 Incorporation of Contractor's Proposal SI-0065 Progress Payments SI-0066 Invoices Special Contract Requirements SI-0001 Order of Precedence SI-0007 Rights-in-Data SI-0010 Use of Smithsonian Name (Jun 2000) SI-0067 Responsibility of the Contractor SI-0068 Restriction Against Disclosure SI-0069 Contractor's Authorized Representative SI-0070 Dissemination of Information SI-0071 Responsibility for Smithsonian Property SI-0072 Nonpayment for Additional Work SI-0073 Indemnification SI-0074 Specific Insurance Requirements Section I- Contract Clauses 52.225-10 Notice of Buy American Act Requirement - Construction Materials. (FEB 2009) 52.225-13 Restrictions on Certain Foreign Purchases. (June 2008) 52.227-1 Authorization and Consent. (DEC 2007) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement. (DEC 2007) 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. (FEB 1992) 52.229-3 Federal, State, and Local Taxes. (APR 2003) 52.229-4 Federal, State, and Local Taxes (State and Local Adjustments). (APR 2003) 52.230-3 Disclosure and Consistency of Cost Accounting Practices. (October 2008) 52.230-4 Disclosure and Consistency of Cost Accounting Practices for Contracts Awarded to Foreign

Concerns. (October 2008) 52.230-6 Administration of Cost Accounting Standards. (March 2008) 52.232-5 Payments under Fixed-Price Construction Contracts. (SEP 2002) 52.232-17 Interest. (October 2008)

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52.232-23 Assignment of Claims. (JAN 1986) 52.232-34 Payment by Electronic Funds Transfer - Other than Central Contractor Registration.

(MAY 1999)

52.233-3 Protest after Award. (AUG 1996) SI-0003 Definitions (Apr 1988) SI-0005 Interest on Payments SI-0006 Disputes SI-0008 Contracting Officer's Technical Representative (Apr 1988) SI-0009 Information, Services and Rights of the Smithsonian (Apr 1988) SI-0011 Notice of Deviation in Clauses (Jun 2000) SI-0012 Specialist (Jun 2000) SI-0013 Subcontractors (Jun 2000) SI-0015 Contractor's Liability Insurance (Jun 2000) SI-0016 Contractor's Property Insurance (Jun 2000) SI-0017 Insurance (Jun 2000) SI-0018 Calculation of Equitable Adjustment for Differing Site Conditions (Jun 2000) SI-0019 Asbestos-Containing Materials (Jun 2000) SI-0020 Historic & Archeological Rights (Jun 2000) SI-0021 Execution, Correlation and Intent (Jun 2000) SI-0022 Ownership and Use of Documents (Jun 2000) SI-0023 Shop Drawings, Coordination Drawings and Schedules (Jun 2000) SI-0024 Project Schedules (Jun 2000) SI-0025 Commencement, Prosecution, and Completion of Work (Jun 2000) SI-0026 Supervision and Construction Procedures (Jun 2000) SI-0027 Superintendent (Jun 2000) SI-0028 Coordination of the Work (Jun 2000) SI-0029 Construction Procedures (Jun 2000) SI-0030 Availability and Use of Utility Services (Jun 2000) SI-0031 Use of Site (Jun 2000) SI-0032 Protection of Existing Vegetation, Structures, Equipment, Utilities and Improvements (Jun

2000) SI-0033 Smithsonian Institution's Right to Clean Up (Jun 2000) SI-0034 Conditions Affecting the Work (Jun 2000) SI-0035 Work by the Smithsonian Institution or by Separate Contractors (Jun 2000) SI-0036 Smithsonian Institution's Right to Stop or to Suspend the Work (Jun 2000) SI-0037 Smithsonian Institution's Right to Carry Out the Work (Jun 2000) SI-0038 Smithsonian Institution Inspection and Acceptance (Jun 2000) SI-0039 Final Inspection and Tests (Jun 2000) SI-0040 Warranty Definitions SI-0041 Additional Warranties and Guarantees (Jun 2000) SI-0042 Subcontractor Eligibility (Jun 2000) SI-0043 Taxes (Jun 2000) SI-0044 Equitable Adjustments (Jun 2000) SI-0045 Pricing of Adjustments (Jun 2000) SI-0046 Right to Audit and Preservation of Records (Jun 2000) SI-0047 Payments and Completion (Jun 2000) SI-0048 Delays and Extensions of Time (Jun 2000) SI-0049 Non-Compliance with Contract Requirements (Jun 2000) SI-0050 Termination for Convenience of the Smithsonian Institution (Jun 2000) SI-0051 Uncovering of Work (Jun 2000) SI-0052 Correction of Work (Jun 2000) SI-0075 Termination-Erroneous Representation Concerning Crimes, Debarments, Suspensions and

Defaults (Apr 1984) SI-0076 Brand Name or Equal SI-0077 Furnishing Information and Records SI-0079 Certification of Requests for Adjustment or Relief Exceeding $100,000

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552.211-71 Standard References (Sep 1999) 552.236-76 Measurements (Apr 1984) 552.236-80 Heat (Apr 1984) Section J

SI-0089 List of Attachments Section K

52.203-2 Certificate of Independent Price Determination. (APR 1985) 52.204-3 Taxpayer Identification. (OCT 1998) 52.204-8 Annual Representations and Certifications. (FEB 2009) 52.209-5 Certification Regarding Responsibility Matters. (DEC 2008) 52.215-6 Place of Performance. (OCT 1997) 52.219-1 Small Business Program Representations. (MAY 2004) 52.222-22 Previous Contracts and Compliance Reports. (FEB 1999) 52.222-25 Affirmative Action Compliance. (APR 1984) 52.223-13 Certification of Toxic Chemical Release Reporting. (AUG 2003) 52.225-9 Buy American Act - Construction Materials. (FEB 2009) 52.230-1 Cost Accounting Standards Notices and Certification. (OCT 2008) SI-0002 Authorized Negotiators (Apr 1984) SI-0055 Bidder/Offeror Information SI-0056 Bidder/Offeror Certification Energy Consumption Data for Life Cycle Cost Evaluation (Apr 1998)

L.1 INTRODUCTION

L.8 LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF PROPOSALS

Section M-Evaluation Factors for Award SI-0090 Evaluation Factors

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Section A-Solicitation/Contract Form

SI-0084 Solicitation/Contract

The Smithsonian Institution is seeking offers for the Bridge Repairs (Road/Walkway

Improvements) at the National Zoological Park located at 3001 Connecticut Avenue, NW, Washington DC 20008 as described herein and in the Construction Documents and Specifications dated June 12, 2009.

All of the requirements which the successful Offeror shall meet concerning this project are set forth in detail in the solicitation Documents included with this Request for Proposal. Upon the receipt of Technical and Cost Proposals and the selection of a successful Offeror, the Smithsonian

Institution will execute a Fixed Price construction contract.

The schedule for final completion of this project is 180 calendar days from the Notice to Proceed for the Base Bid and all Options. Contractors may propose an alternate schedule which illustrates the completion of the project in advance of the completion date.

This Request for Proposal (RFP) is intended to provide all Offerors with sufficient information to enable them to prepare and submit offers for technical and cost review and consideration by the

Smithsonian Institution. Bidders may at their own expense obtain drawings, specifications and solicitation documents from LEET – Melbrook Reprographic Technologies.

This solicitation neither commits the Smithsonian Institution to pay any proposal preparation costs nor obligates the Smithsonian to procure or contract for construction or any other services. It shall not be construed as authorization to proceed with or be reimbursed for any of the costs for any of the work specified herein.

The Smithsonian may cancel this RFP without prior notice.

TOUR OF THE SITE:

Offerors may attend a pre-proposal meeting to be conducted at the site on July 21, 2009. The pre-proposal meeting will be scheduled and announced by the Contracting Officer. Offerors should make arrangements to visit the site to familiarize themselves with the conditions as specified in the drawings and specifications. Offerors are encouraged to inspect the site prior to submitting a proposal, as information concerning the site may be useful in preparing offers.

Failure to visit the site will not constitute a basis for a claim for change in or differing site conditions, when visiting the site would have provided the Offeror an opportunity to compare the physical site against the drawings and specifications.

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Section B- Supplies or Services/Prices

SI-0086 Pricing

Description Quantity Unit of Measure Amount

BASE BID

All costs in connection with NZP Bridge

Repair Project # 0933108 IAW Scope of

Work and drawing dated June 12, 2009

Div. 1 General Conditions 1

Div. 2 Site Construction 1

Div. 3 Concrete 1

Div. 4 Masonry 1

Div. 5 Metals 1

Div. 6 Wood and Plastics 1

Div. 7 Thermal and Moisture Prot. 1

Div. 8 Doors and Windows 1

Div. 9 Finishes 1

Div. 10 Specialties 1

Div. 11. Equipment 1

Div. 12 Furnishings 1

Div. 13 Special Construction 1

Div. 14 Conveying Systems 1

Div. 15 Mechanical 1

Div. 16 Electrical 1

Overhead and Profit 1

Performance Bond 1

Total Base Bid

Section C-Description/Specifications

SI-0087 Specifications

Provide all materials, equipment, labor and supervision necessary to complete the following work at the National Zoological Park located at 3001 Connecticut Avenue, NW, Washington DC 20008.

General Description of the Work

This project is comprised of 100% specifications and construction documents dated June 12 th, 2009, and Concrete Core Testing and Soil Test Boring Findings dated May 20 th , 2009. The work will be done on three (3) bridges that provide access on and/or adjacent to the Zoo Property. The bridges are Rock Creek Bridge # 1 located off Valley Trail, Rock Creek Bridge # 2 Beach Drive bridge adjacent to Parking Lot E, and Rock Creek Bridge # 3 Harvard Street Bridge.

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Section D-Packaging and Marking

SI-0088 Packaging and Marking

Not Applicable

Inspection and Acceptance

SI-0057 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.

SI-0058 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

SI-0080 Period of Performance-NTP

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The contract shall become effective upon execution of the contract and upon the Smithsonian

Institution Contracting Officer's Notice to Proceed. The selected contractor will begin the project with seven (7) days after notice to proceed and the project will be completed within 180 from notice to proceed.

SI-0081 Period of Performance-Bonds & Insurance-Construction

Contractor must submit approved Certificate of Insurance and Performance/Payment Bonds within ten (10) days of contract award.

SI-0082 Period of Performance-Options

Optional Services: Smithsonian Institution reserves the sole right to exercise option(s).

SI-0083 Delivery Point

National Zoological Park, #001 Connecticut Ave., NW, Washington, DC 20008

Contract Administration Data

SI-0059 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.

SI-0060 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.

SI-0061 Contracting Officer's Technical Representative (COTR) (Apr 1988)

(a) The Contracting Officer's Technical Representative (COTR) Marc Muller

Smithsonian Institution, ((202) 633-4410), National Zoological Park (NZP), or her 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

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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.

SI-0062 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.

SI-0063 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

12 | P a g e within 14 calendar days after notification. Such notification shall be delivered in writing by the

Contracting Officer to the Contractor.

SI-0064 Incorporation of Contractor's Proposal

It is understood and agreed that the Contractor shall, in meeting the requirements of the contract, perform the work in accordance with his/her proposal to the Smithsonian Institution for services, dated June 12, 2009 OCON; however, to the extent that any provisions of the articles set forth herein are in conflict or inconsistent with any provisions of said proposal, the provisions of the articles of this contract shall be controlling and shall supersede the provisions of said proposal.

SI-0065 Progress Payments

The Contractor may submit invoice(s) to the Contracting Officer's Technical Representative, Smithsonian Institution, not more frequently than monthly for work performed and accepted.

Progress payments, when applicable, shall be based on a percentage of completion less 10% retainage. The Contractor shall submit a separate monthly invoice when requesting payment. The ten percent retainage will be held until the final acceptance of all effort within each Phase.

SI-0066 Invoices

Contractor shall submit all invoices in One ORIGINAL and One COPY to the COTR clearly indicating the contract number ([insert Contract No.]), and providing detail as to percentage of completion to:

[insert COTR]

[insert MRC]

[insert Museum or Department]

[insert PO Box]

[insert City, State and Zip Code]

Note: The Prompt Payment Act, P.L. 97 177, (31 U.S.C. Section 1801) is not applicable to the

Smithsonian Institution.

Special Contract Requirements

SI-0001 Order of Precedence

In the event of an inconsistency between provisions of the Solicitation, the inconsistency shall be resolved by giving precedence in the following order:

1. The Schedule.

2. Solicitation, Instructions, and Conditions.

3. Amendments to the Solicitation.

4. Contract Clauses.

5. Specifications.

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6. The Drawings: large scale details, small-scale details, standard size plans, sections and elevation drawings.

7. Other Documents, Exhibits, and Attachments.

8. Other Provisions of the Solicitation, whether incorporated by reference or otherwise inferred by standard practice.

9. The Offeror's Proposal.

SI-0007 Rights-in-Data

As used herein, the term "Subject Data" includes, but is not limited to, literary works; musical works, including any accompanying words; dramatic works, including any accompanying music;

pantomimes and choreographic works; pictorial, graphic, and sculptural works; motion pictures and other audiovisual works; sound recordings; and architectural works, as each of those terms are used and defined by the Copyright Act of the United States (17 U.S.C. 101, et. seq.) (the "Copyright

Act") and works of any similar nature (whether or not copyrighted) which are included in the material to be delivered under this contract.

(a) Work for Hire. All Subject Data first produced, composed, or created in the performance of this contract, where such Subject Data consists of a work (i) specially ordered or commissioned for use as a contribution to a collective work; (ii) as part of a motion picture or other audiovisual work;

(iii) as a translation; (iv) as a supplementary work; (v) as a compilation; (vi) as an instructional text;

(vii) as a test; (viii) as answer material for a test; or (ix) as an atlas, as each of the those terms are used and defined by the Copyright Act, shall be considered a "work made-for-hire," as that term is defined under the Copyright Act. The copyright to such Subject Data shall be the exclusive property of Smithsonian and may be registered by the Smithsonian Institution in its own name.

(b) Other Copyrightable Works. All Subject Data first produced in the performance of this contract, where such Subject Data consists of copyrightable materials that do not fall within the enumerated categories for work for hire, shall become the property of Smithsonian. Contractor hereby transfers to Smithsonian full legal title and all right, title and interest in the copyright to all such Subject Data including, without limitation, all preliminary renditions of the Subject Data whether or not such renditions are actually delivered to Smithsonian. The copyright to such

Subject Data shall be the exclusive property of Smithsonian and may be registered by the

Smithsonian Institution in its own name.

(c) Except as expressly specified herein, no Subject Data first produced in the performance of this

Agreement may be published or reproduced by Contractor in whole or in part, in any manner or form, without Smithsonian's prior written consent. Contractor agrees that no right at common law or in equity shall be asserted, and no claim to copyright by statute shall be established by Contractor in any Subject Data without Smithsonian's prior written consent. Contractor shall secure

Smithsonian's legal title and interests in and to all Subject Data this is produced for Contractor by third parties pursuant to this Agreement.

(d) License for Other Subject Data. Excluding the Subject Data which Smithsonian owns or has already obtained a license for, Contractor hereby grants to Smithsonian a royalty-free, non-exclusive, perpetual and irrevocable license in all copyrighted or copyrightable Subject Data not first produced, composed, or created in the performance of this Agreement, but which is

14 | P a g e incorporated in the material furnished under this Agreement. Such license includes, without limitation, the rights to reproduce, publish, translate, broadcast, transmit, distribute, exploit, display, use, sell, and/or dispose of such Subject Data in any manner, and to authorize others to do

so. In the event that Contractor does not have the right to grant such a license with respect to any such Subject Data, Contractor shall immediately notify the Smithsonian of this fact and obtain

Smithsonian's prior, written permission to incorporate such Subject Data in the Work. Without this notification, Smithsonian will be acting in reliance on this contract and will presume that it possesses all necessary rights and is free to make whatever use of the Subject Data that Smithsonian determines is in its best interests.

(e) The Contractor hereby warrants that the Subject Data delivered to Smithsonian pursuant to this contract does not infringe statutory copyrights or common law literary rights of Contractor or others and contains no matter that is libelous or otherwise unlawful. Contractor agrees to indemnify the Smithsonian Institution, its Board of Regents, officers, agents, and employees against any liability, including costs and expenses (i) for violations of copyright or any other property rights arising out of the use, reproduction, or disposition of any Subject Data furnished under this contract; or (ii) based upon any libelous or other unlawful matter contained in said

Subject Data.

(f) Contractor agrees to report in writing to the Smithsonian Office of General Counsel, promptly and in reasonable detail, any notice of claims of copyright infringement received by Contractor with respect to any Subject Data or other material delivered under this contract.

SI-0010 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.

SI-0067 Responsibility of the Contractor

(a) The Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Contractor under this contract. The Contractor shall without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications and other services.

(b) Neither the Smithsonian's review, approval or acceptance of nor payment for, the services required under this contract shall be construed to operate as a waiver of any rights under this contract or of any cause of action arising out of the performance of this contract and the Contractor shall be and remain liable to the Smithsonian caused by the Contractor's performance of any of the services furnished under this contract.

(c) The rights and remedies of the Smithsonian provided for under this contract are in addition to

15 | P a g e any other rights and remedies provided by law.

(d) If the Contractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable here under.

SI-0068 Restriction Against Disclosure

The Contractor agrees, in the performance of this contract to keep any information gathered or analyzed in the course of this contract in the strictest confidence, said information being the sole property of the Smithsonian Institution. The Contractor also agrees not to publish, reproduce or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so. The Contractor shall take such reasonable measures as are necessary to restrict access to such information to perform the work provided herein, i.e., on a "need to know" basis, and shall immediately notify, in writing, the Contracting Officer's Technical Representative named herein, in the event that he determines or has reason to suspect a breach of this requirements.

SI-0069 Contractor's Authorized Representative

The following person shall be contacted in the event of award for prompt contract notification and administration concerning specifications, schedules and other necessary contract matters:

(Name) _____________________________________

(Title) _______________________________________

(Street Address) _______________________________

(City, State & Zip) ______________________________

(Telephone & Facsimile No.) ______________________

(E-mail address) _______________________________

SI-0070 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.

SI-0071 Responsibility for Smithsonian Property

The Contractor assumes full responsibility for and shall indemnify the Smithsonian for any and all loss of damage of whatsoever kind and nature to any and all Smithsonian property, including any equipment, supplies, accessories, or parts furnished, while in his custody and care for storage, repairs, or services to be performed under the terms of this contract, resulting in whole or in part from the negligent acts or omissions of the Contractor, any subcontractor, or any employee, agent, 16 | P a g e or representative of the Contractor or subcontractor.

SI-0072 Nonpayment for Additional Work

Any additional services or a change to work specified which may be performed by the Contractor, either at his own volition or at the request of an individual other than a duly appointed Contracting

Officer except as may be explicitly authorized in this contract, are not authorized and will not be paid for. Only a duly appointed Contracting Officer is authorized to change the specifications, terms, and conditions in this contract.

SI-0073 Indemnification

(a) Contractor shall be responsible for all damage and expense to person(s) or property caused by its negligent acts and those of its subcontractors, agents or employees, in connection with the work and services performed under this contract. Contractor shall indemnify, hold harmless and defend the Smithsonian Institution, its museums, bureaus, its Regents, officers, agents, employees and the

U.S. Government from and against all claims, and liability (including judgments, settlements, statutory liability under Workers Compensation laws), and expenses (including attorneys fees) for any damages, expenses, acts and/or omissions of the Contractor, its agents, subcontractors or employees, related directly or indirectly to any aspect of this contract or performance of work hereunder, including claims and liability for injury to or death of any third party or of Contractor's, agents, subcontractors or employees.

(b) Contractor shall be liable for all damages, costs and expense incurred by the Smithsonian

Institution in the construction of the Project(s) including, but not limited to, damages, costs and expenses resulting from claims brought against the Smithsonian Institution by the construction contractor(s) caused by the failure of Contractor to perform the work and services under this contract with the same degree of standard of care and skill normally expected of and provided by consultants in the performance of the same or similar work and services to be provided under this contract.

(c) Acceptance of the work and services by the Smithsonian shall not waive any of the rights of the

Smithsonian or release the Contractor from any liability, responsibility or duty contained herein.

SI-0074 Specific Insurance Requirements

(a) Contractor shall maintain the insurance policies set forth below, covering the term of the contract, with carriers that are acceptable to the Smithsonian Institution. If policies are on a "claims made" basis, Contractor must continue coverage for at least three (3) years after it completes all activities related to this contract. Contractor shall provide Smithsonian Institution with a Certificate of Insurance evidencing the required coverages, at least fourteen (14) days prior to commencement of performance of this contract. Contractor agrees that it shall notify the Smithsonian Institution, in writing, at least thirty (30) days in advance of any material change to the scope or limits of insurance required by this provision. Contractor shall disclose to Smithsonian the full limits of all insurance policies on the required certificates of insurance, including any umbrella and/or excess liability policies.

(b) Contractor shall name the Smithsonian Institution and the United States of America as

ADDITIONAL INSUREDS to the Commercial General Liability and Automobile Liability policies.

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(c) Commercial General Liability: Contractor shall maintain Commercial General Liability or comparable broad form liability coverage including standard (ISO Form) coverage for 1) bodily injury, property damage, products and completed operations and contractual liability; and 2) advertising injury and personal injury pertaining to all activities performed by Contractor as part of this contract. Minimum Per Occurrence Limit: $1,000,000, One million dollars.

(d) Professional Liability Insurance coverage to include coverage for errors and omissions of the

Contractor, its subcontractor(s), agents and employees. Minimum Per Claim Limit: $1,000,000, one million dollars.

(e) Automobile Liability: Contractor shall maintain Business Automobile liability coverage including standard (ISO Form) coverage for 1) bodily injury, 2) property damage. Minimum Per

Occurrence Limit: $1,000,000, One million dollars.

(f) Worker's Compensation: Contractor shall maintain Worker's Compensation coverage which meets statutory limits of the jurisdiction where the work will be performed.

(g) Subcontractor(s): Contractor shall require its subcontractor(s) that perform work under this contract to carry the same insurance limits Contractor must carry under this contract, and to provide a Certificate of Insurance naming the Smithsonian Institution and United States of America as

ADDITIONAL INSUREDS.

(h) Contractor may meet the insurance requirements through separate, combination, or package policies if those policies meet the required limits and scope of coverage. Umbrella and/or excess policy limits may be accepted to meet the required limits and scope of insurance.

(i) The insurance requirements provided herein are the Contractor's minimum requirements and shall not be considered indicative of the ultimate amounts and types of insurance needed by the

Contractor. Neither failure to comply nor full compliance with the insurance provisions of this

Contract shall limit or relieve the Contractor from the requirement to indemnify the Smithsonian

Institution nor from other obligations under this contract.

(j) Federal Tort Claims Act: Contractor is hereby on notice that the Smithsonian Institution falls within the purview of the Federal Tort Claims Act (28 U.S.C. §2671-2680). As such, the exclusive remedy for claims against Smithsonian for bodily injury, death, and property damage due to negligence of Smithsonian or its employees is the Federal Tort Claims Act; the General Counsel of

Smithsonian is authorized to settle all claims against the United States (Smithsonian Institution) for damage to property, personal injury, or death caused by the negligent act or failure to act of a

Smithsonian employee in the course of his/her employment cognizable under the Federal Tort

Claims Act, as amended; and in some instances, this may be the exclusive remedy.

Section I- Contract Clauses

52.203-3 Gratuities. (APR 1984)

52.203-5 Covenant Against Contingent Fees. (APR 1984)

52.203-7 Anti-Kickback Procedures. (JUL 1995)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity.

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(JAN 1997)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (JAN 1997)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (SEP 2007)

52.204-4 Printed or Copied Double-Sided on Recycled Paper. (AUG 2000)

52.204-7 Central Contractor Registration. (APR 2008)

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (SEP 2006)

52.214-26 Audit and Records - Sealed Bidding. (MAR 2009)

52.214-27 Price Reduction for Defective Cost or Pricing Data - Modifications - Sealed

Bidding. (OCT 1997)

52.214-28 Subcontractor Cost or Pricing Data - Modifications - Sealed Bidding. (OCT

1997)

52.215-2 Audit and Records - Negotiation. (JUN 1999)

52.215-10 Price Reduction for Defective Cost or Pricing Data. (OCT 1997)

52.215-11 Price Reduction for Defective Cost or Pricing Data - Modifications. (OCT 1997)

52.215-12 Subcontractor Cost or Pricing Data. (OCT 1997)

52.215-13 Subcontractor Cost or Pricing Data - Modifications. (OCT 1997)

52.219-8 Utilization of Small Business Concerns. (MAY 2004)

52.219-9 Small Business Subcontracting Plan. (APR 2008)

52.219-9 Small Business Subcontracting Plan. (APR 2008) - Alternate I (OCT 2001)

52.219-9 Small Business Subcontracting Plan. (APR 2008) - Alternate II (OCT 2001)

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 Act - Overtime Compensation. (SEP

2000)

52.222-6 Davis-Bacon Act. (FEB 1995)

52.222-7 Withholding of Funds. (FEB 1988)

52.222-8 Payrolls and Basic Records. (FEB 1988)

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52.222-9 Apprentices and Trainees. (FEB 1988)

52.222-10 Compliance with Copeland Act Requirements. (FEB 1988)

52.222-11 Subcontracts (Labor Standards). (FEB 1988)

52.222-12 Contract Termination - Debarment. (FEB 1988)

52.222-13 Compliance with Davis-Bacon and Related Act Regulations. (FEB 1988)

52.222-14 Disputes Concerning Labor Standards. (FEB 1988)

52.222-15 Certification of Eligibility. (FEB 1988)

52.222-16 Approval of Wage Rates. (FEB 1988)

52.222-20 Walsh-Healey Public Contracts Act. (DEC 1996)

52.222-21 Prohibition of Segregated Facilities. (FEB 1999)

52.222-23 Notice of Requirement for Affirmative Action to Ensure Equal Employment

Opportunity for Construction. (FEB 1999)

(a) The offeror's attention is called to the Equal Opportunity clause and the Affirmative

Action Compliance Requirements for Construction clause of this solicitation.

(b) The goals for minority and female participation, expressed in percentage terms for the

Contractor's aggregate workforce in each trade on all construction work in the covered area, are as follows:

Goals for Minority Participation for Each Trade

28.0%

Goals for Female Participation for Each Trade

6.9%

These goals are applicable to all the Contractor's construction work performed in the covered area.

If the Contractor performs construction work in a geographical area located outside of the covered area, the Contractor shall apply the goals established for the geographical area where the work is actually performed. Goals are published periodically in the Federal Register in notice form, and these notices may be obtained from any Office of Federal Contract Compliance Programs office.

(c) The Contractor's compliance with Executive Order 11246, as amended, and the regulations in 41 CFR 60-4 shall be based on (1) its implementation of the Equal

Opportunity clause, (2) specific affirmative action obligations required by the clause entitled Affirmative Action Compliance Requirements for Construction, and (3) its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade. The

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Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to

Contractor, or from project to project, for the sole purpose of meeting the Contractor's goals shall be a violation of the contract, Executive Order 11246, as amended, and the regulations in 41 CFR 60-4. Compliance with the goals will be measured against the total work hours performed.

(d) The Contractor shall provide written notification to the Deputy Assistant Secretary for

Federal Contract Compliance, U.S. Department of Labor, within 10 working days following award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the -

(1) Name, address, and telephone number of the subcontractor;

(2) Employer's identification number of the subcontractor;

(3) Estimated dollar amount of the subcontract;

(4) Estimated starting and completion dates of the subcontract; and

(5) Geographical area in which the subcontract is to be performed.

(e) As used in this Notice, and in any contract resulting from this solicitation, the covered area is [Contracting Officer shall insert description of the geographical areas where the contract is to be performed, giving the state, county, and city].

(End of provision)

52.222-26 Equal Opportunity. (MAR 2007)

52.222-27 Affirmative Action Compliance Requirements for Construction. (FEB 1999)

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans. (SEP 2006)

52.222-36 Affirmative Action for Workers with Disabilities. (JUN 1998)

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans. (SEP 2006)

52.223-5 Pollution Prevention and Right-to-Know Information. (AUG 2003)

52.223-6 Drug-Free Workplace. (MAY 2001)

52.223-12 Refrigeration Equipment and Air Conditioners. (MAY 1995)

52.223-14 Toxic Chemical Release Reporting. (AUG 2003)

52.225-10 Notice of Buy American Act Requirement - Construction Materials. (FEB 2009)

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(a) Definitions. "Commercially available off-the-shelf (COTS) item," "construction material," "domestic construction material," and "foreign construction material," as used in this provision, are defined in the clause of this solicitation entitled "Buy American

Act--Construction Materials" (Federal Acquisition Regulation (FAR) clause 52.225-9).

(b) Requests for determinations of inapplicability. An offeror requesting a determination regarding the inapplicability of the Buy American Act should submit the request to the

Contracting Officer in time to allow a determination before submission of offers. The offeror shall include the information and applicable supporting data required by paragraphs

(c) and (d) of the clause at FAR 52.225-9 in the request. If an offeror has not requested a determination regarding the inapplicability of the Buy American Act before submitting its offer, or has not received a response to a previous request, the offeror shall include the information and supporting data in the offer.

(c) Evaluation of offers. (1) The Government will evaluate an offer requesting exception to the requirements of the Buy American Act, based on claimed unreasonable cost of domestic construction material, by adding to the offered price the appropriate percentage of the cost of such foreign construction material, as specified in paragraph (b)(3)(i) of the clause at FAR 52.225-9.

(2) If evaluation results in a tie between an offeror that requested the substitution of foreign construction material based on unreasonable cost and an offeror that did not request an exception, the Contracting Officer will award to the offeror that did not request an exception based on unreasonable cost.

(d) Alternate offers. (1) When an offer includes foreign construction material not listed by the Government in this solicitation in paragraph (b)(2) of the clause at FAR 52.225-9, the offeror also may submit an alternate offer based on use of equivalent domestic construction material.

(2) If an alternate offer is submitted, the offeror shall submit a separate Standard

Form 1442 for the alternate offer, and a separate price comparison table prepared in accordance with paragraphs (c) and (d) of the clause at FAR 52.225-9 for the offer that is based on the use of any foreign construction material for which the

Government has not yet determined an exception applies.

(3) If the Government determines that a particular exception requested in accordance with paragraph (c) of the clause at FAR 52.225-9 does not apply, the

Government will evaluate only those offers based on use of the equivalent domestic construction material, and the offeror shall be required to furnish such domestic construction material. An offer based on use of the foreign construction material for which an exception was requested -

(i) Will be rejected as nonresponsive if this acquisition is conducted by sealed bidding; or

(ii) May be accepted if revised during negotiations.

(End of provision)

52.225-13 Restrictions on Certain Foreign…