Amendment_2.pdf

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F14SOL10033

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1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

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Washington DC 20013-7012

MRC 1200

P.O. BOX 37012

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Washington DC 20013-7012

MRC 1200

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SMITHSONIAN INSTITUTION

06/11/2014000002

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

05/29/2014

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

Dorothy A. Leffler

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

Answers to Questions submitted as of 11:30 AM EST, June 11, 2014

Questions & Answers for F14SOL10033, Selection of IDIQ A/E, Master Planning & Multidisciplinary

1. We noted under “Who May Apply” that states “All responsible sources, except those holding current IDIQ contracts with 3 or more years of potential extensions remaining as of the announcement date on this solicitation.” Our inquiry is whether this applies only to firms with Prime IDIQ contracts with

Smithsonian, or does it include any A/E firms that are a subconsultant on a Smithsonian IDIQ?

Answer: This applies only to the A/E with the Prime IDIQ contract. Subconsultants to those A/E firms may apply for this IDIQ.

2. Has a contractor performed similar work for the government in the past? If available, please provide the incumbent contract number? If you are unable to provide the contract number, it is safe to assume this is not a new requirement for the government?

Answer: The individual portions of this scope are not new requirements for the Smithsonian. Please review our archived solicitation #F12SOL10015 for Campus Master Planning services. The Smithsonian has also selected A/E teams for master planning from among those firms holding IDIQ Multidiscipline

Architect-Engineer Contracts with the Smithsonian and may continue to do so.

3. Section 2 indicates a size standard of $7.0 Million in average annual receipts—is this solicitation limited to small business concerns that are below the $7.0 Million limit?

Answer: Prime contractors of all sizes are invited to respond to this solicitation. Please note, however, that large business concerns are required to submit subcontracting plans that meet the secondary selection criteria set out in sections 2 and 4. The small business concerns included in a bidder’s subcontracting plan must meet the minimums and size standards in the solicitation.

4. Will a pre-proposal meeting be held for this proposal?

Answer: No. Interested firms are invited to tour the public areas of our facilities on their own.

5. Our firm completed a number of commissions for the Smithsonian Institution in the 1990’s.

Since then, we have completed projects for a number of small museums locally, focusing on some of the disciplines mentioned in the solicitation. Would the Smithsonian consider a proposal from our firm as a prime contractor? This scope would pose an enormous administrative effort for us, but feel we could provide excellent service on your task orders.

Answer: The solicitation states that firms should be capable of responding to and working on two comprehensive master plan projects simultaneously. Smaller firms that have that capacity should make sure that their submissions respond convincingly to selection criteria D.

6. Must the awardee for this solicitation be capable of performing in all the regional areas in the solicitation?

Answer: Yes, although 90 percent of the work is anticipated in the DC area there is a possibility that services will be needed outside this area. The firm must be capable of performing services in all locations listed. However professional licensure is not required for all areas. Federal contracts only require that professionals be licensed in one of the 50 states and this is sufficient to work in all areas except for rare instances to comply with local regulations that the Institution is not exempt from. .

Because 90 percent of the work of this IDIQ is expected to be performed in the DC area, the capability of firms to perform here is paramount. Key staff licensed in or located in offices proximate to other regions where the Smithsonian has facilities should note that in their submissions. Please be aware that the Smithsonian has other IDIQ contracts with AE firms located in more remote regions and relies primarily on these firms for many smaller projects in those locations. Additionally, master plans for our two units with most of the remote sites – Smithsonian Tropical Research Institute and

Smithsonian Astrophysical Observatory – have been completed in the past six years and are not currently scheduled for major updates.

7. How many contracts will be awarded under this solicitation?

Answer: The Smithsonian reserves the right to award more than one contract. The exact number of contracts cannot be determined at this time but will be based on projected workload closer to the time of selection and award.

8. Our firm attended a Smithsonian information event in 2013, and was given to understand that 3

IDIQ contractors may be solicited for 1) Master Planning services; 2) A/E services and 3) Miscellaneous

Services for the Smithsonian’s Tropical Research Institute in Panama. The current solicitation contains all three components. Are additional solicitations expected, and if so, how will this impact the expectations for the remaining IDIQs?

Answer: A/E services (2) and Services for the Smithsonian Tropical Research institute in Panama (3) have already been solicited. This solicitation for Master Planning and Design services is the only expected solicitation for A/E services this year. While this IDIQ is primarily for master planning, firms could also be asked to do other design services, including services in Panama.

9. In regards to the Smithsonian IDIQ A/E Master Planning & Multidisciplinary solicitation, can you please clarify the following statement in the solicitation, “Who May Apply: All responsible sources, except those holding current IDIQ contracts with 3 or more years of potential extensions remaining as of the announcement date on this solicitation”. It is any federal IDIQ contract or an IDIQ contract with the

Smithsonian?

Answer: This requirement applies only to Prime A/E firms holding IDIQ contracts with the

Smithsonian.

10. Please provide the Smithsonian’s standard form of A/E IDIQ contract as referenced in Section 5.

Answer: Please see the attachment to this Amendment. The terms are not subject to negotiation.

11. It is acceptable to send submissions via Fed Ex?

Answer: Yes. The best address for Fed Ex submissions is:

Smithsonian Institution Office of Contracting Attn: Eve Errickson 2011 Crystal Drive Suite 350 Arlington VA 22202-3709

12. Do you envision this to be filled by an Executive Architect or a Design Architect? As a follow on, do you consider the scope of work to have a strong design focus?

Answer: We will select the team(s) that best meets the selection criteria in the solicitation regardless of how candidate firm(s) labels themselves as one type of architect or another. The selection criteria require teams to demonstrate expertise in design.

13. Can design firms partner with engineering firms to meet the required scope of work?

Answer: Yes. The nature of the relationship (prime and subconsultant or joint venture) must be identified in accordance with the solicitation and instructions for Form 330.

14. May a firm that is currently an IDIQ prime contractor at the Smithsonian partner with a project team as a subcontract for this scope of work?

Answer: Current Smithsonian IDIQ prime contractors with 3 or more years of potential extensions remaining as of May 29, 2014 are not eligible to apply as either a prime or a subcontractor.

15. Are members of the selected IDIQ team eligible to pursue other Smithsonian project solicitations, both as a single firm or as part of another team?

Answer: That will depend on the specifics of future solicitations. Recently completed individual

Smithsonian project solicitations have not excluded IDIQ team members from competing.

16. Does this project have anything to do with the 2012 Campus Masterplan?

Answer: NO. This is not a project. It is an IDIQ contract that we expect to use to complete other master plans and design projects for other areas and facilities of the Smithsonian.

17. Should we include a programming consultant on our team?

Answer: A separate programming consultant is not required. Teams should include architectural programming capability as a necessary part of master planning and design but it does not need to be provided by a separate consultant.

18. Do you have an estimated value or budget for this scope of work?

Answer: No. This is an IDIQ, not a Scope of Work.

19. Can you tell us which firms have Smithsonian contracts IDIQ with three or more years of potential extensions remaining?

Answer: We would suggest searching www.fbo.gov for archived solicitations and contract award notices on www.fbo.gov, limited by “Smithsonian Institution” or “Smithsonian Institution, Office of the Chief Financial Officer.” This would provide you with publicly available background information on past awardees.

20. Does this proposal submission require tabs for the Part I and Part II section of the SF330? Would the

Smithsonian like the evaluation criteria sections of Section H separated with tabs?

Answer: Tabs are not a requirement. However, firms may use them if it helps them to provide a concise, well-organized and well-designed submission booklet.

21. Is there any restriction on the number of consultants? May multiple consultants be provided under each discipline?

Answer: There is no restriction on the number of consultants. However, the solicitation states in 3.A

“Firms are encouraged to minimize duplication within disciplines and in project roles in the selection of subconsultants or joint venture partners.” If multiple consultants or joint venture partners are provided in a single discipline, firms should utilize Section H to explain why such duplication represents a more effective and economical approach for the Smithsonian to procure master planning and design services and how the services of duplicate discipline team members would be utilized on projects.

http://www.fbo.gov/ http://www.fbo.gov/

ARCHITECT- ENGINEER

CONTRACT

1. CONTRACT NO.

2. DATE OF CONTRACT

3b. TELEPHONE NO. (Include Area Code)3a. NAME OF ARCHITECT-ENGINEER

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06/11/2014

3c. ADDRESS OF ARCHITECT-ENGINEER (Include ZIP Code)

4. DEPARTMENT OR AGENCY AND ADDRESS (Include ZIP Code)

MRC 1200

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P.O. BOX 37012

Washington DC 20013-7012

5. PROJECT TITLE AND LOCATION

6. CONTRACT FOR (General description of services to be provided)

7. CONTRACT AMOUNT (Express in words and figures)

$0.00

8. NEGOTIATION AUTHORITY

9. ADMINISTRATIVE, APPROPRIATION, AND ACCOUNTING DATA

STANDARD FORM 252 (REV. 10-83)

Prescribed by GSA -

FAR (48 CFR) 53.236-2(a)

NSN 7540-00-181-8326

PREVIOUS EDITION NOT USABLE

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10. The United States of Amercia (called the Government) represented by the Contracting Officer executing this contract , and the Architect-Engineer agree to perform this contract in strict accordance with the clauses and the documents identified as follows, all of which are made a part of this contract:

If the parties to this contract are comprised of more than one legal entity, each entity shall be jointly and severally liable under this contract.

The parties here to have executed this contract as of the date recorded in Item 2.

SIGNATURES NAMES AND TITLES (Typed)

11. ARCHITECT-ENGINEER OR OTHER PROFESSIONAL SERVICES CONTRACTOR

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B

C

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12. THE UNITED STATES OF AMERICA

Contracting Officer

STANDARD FORM 252 (REV. 10-83) BACK

Dorothy A. Leffler

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Solicitation/Contract Form

Supplies or Services/Prices

Description/Specifications

Packaging and Marking

Inspection and Acceptance

Deliveries or Performance

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) [insert COTR name], ([insert telephone number]), [insert department or museum name], 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

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

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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.

52.215-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.

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(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-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.

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(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.

Contract Clauses

52.203-3 Gratuities. (APR 1984)

52.203-5 Covenant Against Contingent Fees. (MAY 2014)

52.203-7 Anti-Kickback Procedures. (MAY 2014)

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. (OCT 2010)

52.203-13 Contractor Code of Business Ethics and Conduct. (APR 2010)

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. (AUG 2013)

52.215-8 Order of Precedence - Uniform Contract Format. (OCT 1997)

52.219-28 Post-Award Small Business Program Rerepresentation. (JUL 2013)

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(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 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 (c) 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.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the 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) 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 assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) 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.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Reprensentations 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 that the data have been validated or updated, and provide the date of the validation or update.

(f) 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 (e)

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or (g) of this clause.

(g) 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:

The Contractor represents that it ___ is, ___ is not a small business concern under NAICS Code

[insert NAICS Code] assigned to contract number [insert contract number]. (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)

52.222-50 Combating Trafficking in Persons. (FEB 2009)

52.223-3 Hazardous Material Identification and Material Safety Data. (JAN 1997) - Alternate I (JUL

1995)

52.225-13 Restrictions on Certain Foreign Purchases. (JUN 2008)

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. (JAN 2012)

52.229-3 Federal, State, and Local Taxes. (FEB 2013)

52.229-4 Federal, State, and Local Taxes (State and Local Adjustments). (FEB 2013)

52.232-23 Assignment of Claims. (MAY 2014)

52.232-33 Payment by Electronic Funds Transfer - System for Award Management. (JUL 2013)

52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

52.236-23 Responsibility of the Architect-Engineer Contractor. (APR 1984)

52.236-24 Work Oversight in Architect-Engineer Contracts. (APR 1984)

52.236-25 Requirements for Registration of Designers. (JUN 2003)

52.242-13 Bankruptcy. (JUL 1995)

52.242-14 Suspension of Work. (APR 1984)

52.243-1 Changes - Fixed-Price. (AUG 1987) - Alternate III (APR 1984)

52.244-4 Subcontractors and Outside Associates and Consultants (Architect-Engineer Services).

(AUG 1998)

52.244-6 Subcontracts for Commercial Items. (MAY 2014)

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(a) Definitions. As used in this clause-

Commercial item has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.

Subcontract includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (41

U.S.C. 3509), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and

Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.219-8, Utilization of Small Business Concerns (May 2014) (15 U.S.C.

637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities.

If the subcontract (except subcontracts to small business concerns) exceeds

$650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212(a));

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010)

(29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (DEC 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40.

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

7104(g)).

(ix) 52.225-26, Contractors PerformingPrivate Security Functions Outside the

United States JUL 2013) (Section 862, as amended, of the National Defense

Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(x) 52.232-40, Providing Accelerated Payments to Small Business

Subcontractors (DEC 2013), if flow down is required in accordance with paragraph (c) of FAR clause 52.232-40.

(xi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels

(FEB 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required

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in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

52.248-2 Value Engineering - Architect-Engineer. (MAR 1990)

52.249-7 Termination (Fixed-Price Architect-Engineer). (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]

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

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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 the

Business Service Center in the GSA regional office. After contract award, the Contractor may obtain a copy of the current list from the Contracting Officer.

(c) In the event of the Contractor's noncompliance with the foregoing requirements, the Government may terminate this contract for default or take other appropriate action, including, but not limited to, requiring the Contractor to terminate any such subcontract and substitute and eligible subcontractor in lieu thereof, at no increase in the contract price or time for performance.

(d) The term "subcontractor," as used in this clause, shall mean the individual or firm with whom the

Contractor proposes to enter into a subcontract for manufacturing, fabricating, installing, or otherwise performing work under this contract.

(e) The Contractor shall include the provisions of paragraphs (a), (b), (d), and (e) of this clause in every subcontract hereunder.

52.215-S0001 Order of Precedence

In the event of an inconsistency between provisions of the Solicitation or the Contract, 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.

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.

52.215-S0046 Right to Audit and Preservation of Records (Jun 2000)

(a) The Contractor shall maintain books, records and accounts of all costs in accordance with generally accepted accounting principles and practices. The S.I. or his authorized representatives shall have the right to audit the books, records and accounts of the Contractor under any of the following conditions:

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(1) If the Contract is terminated for any reason in accordance with the provisions of these Contract

Documents in order to arrive at equitable termination costs;

(2) In the event of a disagreement between the Contractor and the S.I. over the amount due the Contractor under the terms of this Contract;

(3) To check or substantiate any amounts invoiced or paid which are required to reflect the costs of the

Contractor, or the Contractor's efficiency or effectiveness under this Contract or in connection with extras, changes, claims, additions, back-charges, or other, as may be provided for in this Contract; and/or

(4) If it becomes necessary to determine the S.I.'s rights and the Contractor's obligations under the Contract or to ascertain facts relative to any claim against the Contractor which may result in a charge against the

S.I.,

(5) To determine any difference in cost occasioned by a substitution permitted under the Construction

Contract Clause entitled "Subcontractors".

(b) These provisions for an audit shall give the S.I. or its designated representative unlimited, reasonable access during normal working hours to the Contractor's books and records under the conditions stated above. The S.I. has the right to obtain copies of any or all records at a reasonable cost.

(c) Unless otherwise provided by applicable statute, the Contractor, from the effective date of final payment or termination hereunder, shall preserve and make available to the S.I. for a period of three (3) years thereafter, at all reasonable times at the office of the Contractor, but without direct charge to the S.I., all its books, records, documents, and other evidence bearing on the costs and expenses of the Contractor under this Contract and relating to the Work hereunder.

(d) The S.I. will make all payments required of it under this Contract subject to audit, under circumstances stated above, which audit may be performed at the S.I.'s option, either during the Contract time period or during the above record retention time period. Regardless of authorization, approval or acceptance, signatures or letters which were given by the S.I. and are part of the S.I.'s control systems or are requested by the Contractor, the payments made under this Contract shall not constitute a waiver or the S.I.'s right to audit, nor shall payments constitute a waiver or agreement by the S.I. that it accepts as correct the billings, invoices or other charges on which the payments are based. If the S.I.'s audit produces a claim against the

Contractor, the S.I. may pursue all its legal remedies even though it has made all or part of the payments required by this Contract.

(e) If any audit by the S.I. or its representative discloses an underpayment by the S.I. pursuant to the terms of the Contract Documents, the S.I. shall have the duty to pay any amounts found by the Audit to be owed to the Contractor. If such audit discloses an overpayment, the Contractor shall have the obligation to reimburse the S.I. for the amount of the overpayment. The S.I.'s right to claim reimbursement from the

Contractor of any overpayment shall not be terminated or waived until 60 days after S.I. audit or upon the termination of audit rights under this Construction Contract Clause, whichever date is later. The obligation of the Contractor to make reimbursement hereunder shall not terminate except as provided by law.

(f) The S.I.'s right to audit and the preservation of records shall terminate at the end of three (3) years as stated hereinabove. The Contractor shall include this "Right to Audit and Preservation of Records" clause in all subcontracts issued by him and he shall require same to be inserted by all lower tier Subcontractors in their subcontracts, for any portion of the Work. Such audit may be conducted by the S.I. or its authorized representatives.

52.228-S0074 Specific Insurance Requirements

(a) Contractor shall maintain the insurance policies set forth below, covering the term of the contract, with

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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.

(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: $[insert dollar amount] ([Spell out dollar amount]).

(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: $[insert dollar amount]

([Spell out dollar amount]).

(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:

$[insert dollar amount] ([Spell out dollar amount]).

(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: The Smithsonian Institution is covered by the Federal Tort Claims Act (28

U.S.C. §§ 1346(b) and 2671-80) which provides an exclusive remedy for claims against the United States

(the Smithsonian) for damage to property, personal injury, or death caused by the negligent act or failure to act of a Smithsonian Institution employee in the course of his or her employment.

52.232-S0005 Interest on Payments

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 30 days from receipt of an approved proper invoice(s) by the COTR.

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52.236-S0022 Ownership and Use of Documents (Jun 2000)

All Drawings, Specifications and copies thereof, furnished by the Smithsonian Institution are and shall remain the property of the Smithsonian Institution. They are to be used only with respect to this Project and are not to be used on any other project.

52.236-S0023 Shop Drawings, Coordination Drawings and Schedules (Jun 2000)

The requirements, of the Construction Contract Clause entitled "Specifications and Drawings for

Construction" (FAR 52.236-21), are supplemented as follows:

(a) The Contractor shall submit shop drawings, coordination drawings, product data, samples, schedules and other submittals for approval as required by the specifications, Supplementary Construction Contract

Clause entitled "Submittals", or as requested by the Contracting Officer.

52.243-S0054 Technical Directives

(a) Performance of work under this contract is subject to the review and direction of the Contracting Officer or his duly authorized representative. Pursuant to this authority, the Contracting Officer, Project Manager, or Resident Project Manager, may issue technical directives within the scope of the contract statement of work without notice to sureties, if any, for the purpose of:

(1) Filling in previously unspecified details of the technical requirement;

(2) Shifting emphasis between work areas or tasks, or requiring the pursuit or cessation of certain approaches or lines of inquiry;

(3) Approving technical reports, drawings, specifications, and other technical data;

(4) Providing guidance, advice definitions, and other information which assists in the interpretation of drawings, specifications, or other technical aspects of the work description.

(b) Directives which have an impact on the total contract costs, or which have the effect of relieving the contractor of responsibilities for which he has contracted, will not be issued under this contract clause.

Such directives will be issued by the Contracting Officer under other provisions of this contract.

Technical directives will be issued in writing by the Contracting Officer, Project Manager, or Resident

Project Manager.

(c) The contractor will promptly acknowledge in writing to the Contracting Officer the receipt of all technical directives and will comply with all such technical directives in accordance with their terms.

However, if the contractor deems that acceptance of a particular technical directive would change any contract provision, including stated technical, schedule, cost, incentive or other contract provisions, or effects any other change which would, if directed by the Contracting Officer under any other provision of this contract, create a right to an equitable adjustment on the part of either of the contracting parties, or if the contractor takes technical exception to a technical directive or questions its contractual authority, he will so notify the Contracting officer in writing within five (5) working days after receipt of the technical directive. If the Contracting Officer agrees with the contractor's finding, he will, within ten (l0) working days, either ratify the technical directive by issuance of an appropriate contract modification, or rescind the

Technical Directive. If the Contracting Officer determines that the technical directive is valid and appropriate as originally issued, he will so notify the contractor in writing within ten (l0) working days, and the contractor will proceed with the work thereunder.

(d) Failure of the contracting parties to agree hereunder shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."

52.249-S0049 Non-Compliance with Contract Requirements (Jun 2000)

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In the event the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirements of this Contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the Contracting Officer shall have the right to order the Contractor to stop any and all work under the contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time.

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