F18SOL10008_IDIQ_for_Smithsonian_AV_work.pdf

F18SOL10008

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

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

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

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C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

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G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

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

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

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

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

X

OCON

SMITHSONIAN INSTITUTION

P.O. BOX 37012

MRC 1200

Washington DC 20013-7012

0900 ET 02/20/2018

Debra A. Berke 202 berked@si.edu

633-7414

PAGE(S)

Thomas Dempsey

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

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

1 hard copy 1 email

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

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CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

F18SOL10008

(A) (B) (C) (D) (E) (F)

Smithsonian Institution RFP for an Indefinite Delivery Indefinite Quantity Contract for audiovisual engineering, integration, implementation, programming, maintenance, and support services. SEE ATTACHED SECTIONS A to M.

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

A. GENERAL INVITATION

The Smithsonian Institution (“SI”) hereby invites you to submit a proposal for an Indefinite Delivery Indefinite Quantity (“IDIQ”) Contract for audiovisual engineering, integration, implementation, programming, maintenance, and support services. These contracts are designed to enable SI Museum and Units to obtain services for specific projects via a task order to the IDIQ contract. Anticipated projects awarded under the contracts may vary from individual Task Order and will vary depending on the complexity of each individual project. Services shall primarily be provided for the Smithsonian museums and facilities located in Washington DC and New York, but may be provided for Smithsonian facilities in other areas.

This solicitation has a minimum requirement that offerors have had a minimum of ten years of engineering, installing and supporting audiovisual systems in large and major museums, visitor centers and/or educational institutions. The minimum requirement form is at section L.5.1 for offerors to complete as part of their proposal.

PROPOSAL SUBMISSION

Proposals must be submitted in two distinct files. An email response is preferred followed up by one hard copy of the technical and business proposals. PROPOSALS MUST BE RECEIVED VIA EMAIL NO LATER THAN February 20, 2018 9:00 am EST. The email response should be submitted to Debra Berke, Contracting Specialist at berked@si.edu. Make sure to receive acknowledgement via email to know that your proposal has been received by the Smithsonian Institution and was not rejected due to the 18 mb size limit of the incoming mail server. Provided that the electronic copy is received at the above email address by the above stated deadline, the hard copy should be received no later than February 26, 2018 9:00 am EST. The hard copy should be delivered to Debra Berke at the following address:

Delivery by U.S. Postal Service Smithsonian Institution Office of Contracting and Personal Property Management Attn: Debra Berke P.O. Box 37012, MRC 1200 Washington, DC 20013-7012

-or-

Delivery by Commercial Carrier (Federal Express, UPS, etc.) or Hand Delivery Smithsonian Institution Office of Contracting and Personal Property Management Attn: Debra Berke 2011 Crystal Drive, Suite 350 Arlington, VA 22202-3709

Section B – Supplies/Services and Prices/Costs

B.1. Contract Type

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Through this request for proposal (“RFP”) the Smithsonian Institution (“Smithsonian” or “SI”) intends to award several contracts for Museum Audiovisual System Engineering, Implementation and Support Services.

The Contracts awarded from this RFP shall be Indefinite Delivery Indefinite Quantity (“IDIQ”) Contracts, each with an initial (1) year term, with the Smithsonian reserving the right to extend said term for nine

(9) additional one year option periods. The successful Offeror(s), referred to herein as the Contractor, shall perform work as generally described in Section C and as specifically identified in each future task order contract (“Task Order”). Each project that falls within the scope of the Contracts awarded hereunder shall take the form of a Task Order that shall have its own specific Task Order number and shall be a firm fixed price contract in accordance with the terms and conditions of the awarded IDIQ Contract. Please note that the Smithsonian does not guarantee a minimum or maximum number of Task Orders or Task Order dollar amounts for either the base year or for any option year; and the Smithsonian is not in any way obligated to issue any Task Orders under the resultant contract. Task Orders issued under the awarded Contracts may or may not be competed at the discretion of the Smithsonian Institution.

The Smithsonian may also award IDIQ Contracts strictly for specific services in an individual labor category (e.g. the Smithsonian can envision a scenario where they award a group of IDIQ Contracts for maintenance and a different group of IDIQ contracts for programming). Furthermore, under the awarded IDIQ Contracts, the Smithsonian reserves the right to award individual Task Orders specifically for desired services in a given labor category rather than for a project (e.g. a museum may award a Task Order for a programmer, rather than awarding a Task Order for the full system design and installation.

B.2. Labor Categories and Rates

B.2.1 The Contractor shall submit fully burdened hourly rates established for all labor categories to be utilized for purposes of submitting a firm fixed cost proposal for each future Task Order. Said fees shall include all direct labor, direct costs, indirect costs [e.g., overhead, G&A] and profit) for the base period.

B.2.2 All services to be provided by subcontractors hereunder will be negotiated on a case-by-case basis, but in all circumstances where subcontractors are utilized, the prime Contractor’s maximum total markup (including overhead, G&A, commission, FCCM, profit, etc.) for any such subcontractors’ labor and other direct costs (except travel, see Section B.3.) shall not exceed ten percent (10%) for all Task Orders. A smaller markup is encouraged.

B.3. Travel and Per Diem

B.3.1 The Contractor shall obtain approval from the Contracting Officer’s Technical Representative (COTR) prior to any travel. The Contractor shall be reimbursed for pre-approved travel for actual transportation costs and travel allowances (per diem) of personnel authorized to undertake out-of-town, overnight travel under this contract. Such transportation costs shall not be reimbursed in an amount greater than the cost of economy class rail or of economy air travel, unless economy rail travel and economy air travel space are not available and the Contractor certifies to this fact in vouchers or other documents submitted for reimbursement. Travel allowances (per diem) shall be reimbursed in accordance with the Contractor’s established policy but in no event shall such allowances exceed the rates established in the Federal Travel Regulations.

B.3.2 The Contractor shall be reimbursed for the cost of out-of-town, overnight travel performed by its personnel in their privately owned automobiles at the rate established in the Federal Travel Regulations not to exceed the cost by the most direct economy air route between the points so

F18SOL10008 Page 4 of 35 traveled. If more than one person travels in the same automobile, no additional charge shall be made by the Contractor for such travel.

B.3.3 No profit or fee (i.e., commission, G&A expense, overhead expense, etc.) shall be paid to Contractor for any travel expenses hereunder.

Section C – Description, Specifications, Statement of Work

The Smithsonian Institution’s audiovisual requirements include a broad range of media presentation and delivery systems. These systems can range from simple interactive kiosks to complex multi-media immersive environments, audio soundscapes and live performance theaters. In addition, a significant quantity of media delivery systems are either currently in place or being implemented to serve the visitor population with unique needs and requirements.

The contractor shall provide professional, technical, and non-personal audiovisual engineering, integration, implementation, programming, maintenance, and support services to the Smithsonian Institution (SI). Services shall include the review and consultation for the purpose of assessing the quality of design, implementation, and operational integrity of SI audiovisual systems to facilitate the early detection and correction of any deviation from system specifications and operational parameters.

All work shall be done in accordance with Smithsonian Institution policies and procedures as set forth in section J.

C.2 Statement of Work

Contractor shall provide audiovisual engineering services to include but not limited to: strategic media technology planning, engineering drawings and studies, projection studies, single line drawings, rack elevations, mounting details, prototypes, cost estimates, project schedules and technical consultation.

Contractor shall provide purchase and installation services and those services shall include but not limited to audiovisual control system programming, installation of audiovisual components, audiovisual system commissioning, and providing technical guidance regarding the audiovisual systems to SI and its’ fabricators.

Contractor shall provide all relevant documentation in electronic form as specified by SI and all required technical training to the designated SI staff. Documentation should include: technical specifications, system source code, rack elevations, end of life reports, cost estimates, and as-built single line block diagrams.

Contractor shall perform periodic site inspections (as requested by SI) of the audiovisual system installation to assure that the equipment is operating properly according to approved specifications and modifications. If there is any deviation from the approved specifications, the Contractor shall advise the Museum in writing and execute any required corrective actions.

Contractor shall provide technical comments electronically within five (5) business days after completing a review or performing any work related to this Contract upon request.

Contractor shall demonstrate in person the results of any final audiovisual equipment and software installation and equipment operation with system testing and the delivery of accurate, current programmed audiovisual system source code and as-built system documentation.

Contractor shall respond to any list of outstanding issues provided by SI that need to be addressed by the Contractor before accepting delivery.

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Contractor shall attend meetings and respond to technical queries as required for each task order.

The SD 410 review is conducted by SI reviewers responsible for the audiovisual system design and implementation, IT, construction, MEP/FP code compliance, life safety, accessibility and related issues.

Therefore, all document submittals are to include a system narrative (performance and functionality), equipment lists, single-line block diagrams, rack elevations, networking diagrams and, if applicable, details of any items to be constructed and installed within the space; and security, fire protection, electrical, mechanical, and plumbing drawings where modifications to any of these systems are required. As a result of the SD 410 review and the core and approval team reviews, the Contractor shall respond in writing to every review comment received and prepare a response package to be submitted within two (2) weeks of its receipt of comments.

C.3 Labor Categories The following are the labor categories that are needed for Museum Audiovisual System Engineering, Implementation and Support Services. Bidders do not need to provide staff for all labor categories listed below. Additional labor categories may need to be added depending on task order projects. Provide qualifications for these categories in Offeror’s Technical Proposal under Key Personnel and Subcontractors. As part of the Smithsonian Institution evaluation of Offeror’s proposal, the determination will be made if applicable skills meet the requirements for the key personnel proposed. (See L.5.1.C).

Project Management

Project Engineering

On-Site Programming

Fabrication (Racks & Custom Assemblies)

On-Site Commissioning Engineer

On-Site Installation

On-Site Project Management

On-Site Service Technician

Other (bidders can offer other categories necessary to do work)

C.3.1 U.S. Department of Labor Wage Determination. If applicable, Wage and Hour rates shall apply as promulgated by the Department of Labor covering all trades in the fields of construction, applicable to the time period for which the task order is executed may be required if appropriate.

C.3.2 Depending on the work involved, background checks may be required and other requirements of working within a secure Museum environment may apply.

C. 4 Schedule Work Hours and Location

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The schedule and work hours will depend on the specific project. The Contractor shall negotiate a work schedule with the Contracting Officer’s Technical Representative (COTR) that is mutually agreeable and maintains project progress. This may include increasing or decreasing the number of workers and their hours on a given day due to the amount of progress or type of work being done.

C.5 Project Management and Performance Monitoring

During its performance hereunder, the Contractor shall keep in close liaison with the COTR, COR, or the COTR’s or COR”s designated representative. Acceptance of work and frequency of review is at the discretion of the COTR. S/he will request the Contractor to meet on a regular basis to review the progress of the work. The periodic performance meetings shall determine acceptance of work and payment. Written reports and documentation of work completed may be required.

C.6 Additional Details

1. Often no parking is available at the museum sites and the loading dock is tightly scheduled.

2. Some tools may need to be provided by contractors such as power tools, measuring tapes, protective goggles and other special equipment as detailed in the project.

C.7 Jobsite Safety

Contractor shall perform all services in accordance with the Smithsonian Institution safety requirements specifications as set forth in the attachments in Section J. Depending on the scope of the individual Task Orders, Contractor will be required to consult with additional Smithsonian offices and resources for information regarding standards and requirements.

Section D - Packaging and Marking. Any deliverables shall be shipped F.O.B. Destination, within Consignee’s premises, with all shipping, transportation, and other associated costs prepaid by, and at the expense of Contractor. Deliverables shall be shipped with appropriate tracking and insurance to ensure that shipments can be traced if lost. The F.O.B. Point for deliverables will be identified in each individual Task Order.

Section E - Inspection and Acceptance

E.1. Inspection:

E.1.1 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.

E.1.2 Inspection may be at the Contractor’s place of business or at any location where work is being performed in conjunction with this Contract.

E.1.3 Inspection by the Smithsonian Institution shall not relieve the Contractor of responsibility for any or all quality control aspects during the life of this Contract. This shall include quality control for items covered by this Contract that may be subcontracted.

E.2. Acceptance:

E.2.1 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

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Contract, and will be subject to applicable warranties. The Smithsonian Institution reserves the right to reject works not conforming to prescribed contract requirements.

E.2.2 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.

E.2.3 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.

F. Deliveries or Performance

Section F - Deliveries or Performance

F.1 This Contract shall become effective upon full execution by the parties, with the effective date being the last date of signature hereto, and shall last for an initial period of one 1 year (the “base”). Task Orders may be placed against this Contract at any time during the base or option years, even though the delivery under a given Task Order may extend beyond the Term of this Contract.

The Contracts awarded from this RFP shall be Indefinite Delivery Indefinite Quantity (“IDIQ”) Contracts, each with an initial one (1) year term, with the Smithsonian reserving the right to extend said term for eight (9) additional one year option periods

The Contract Period of Performance is as follows:

Base:_______________________

Option year 1_________________

Option year 2_________________

Option year 3_________________

Option year 4_________________

Option year 5_________________

Option year 6_________________

Option year 7_________________

Option year 8_________________

Option year 9_________________

F.2 The above periods represent timeframes in which the Smithsonian Institution may issue Task orders to the Contractor. The Smithsonian Institution does not guarantee any minimum work or dollar

F18SOL10008 Page 8 of 35 amounts for either the base year or for any renewal year.

F.3. For each of the applicable one (1) year option terms beyond the base Contract Term, the labor rates for each labor category shall be proposed by the Contractor in writing and successfully negotiated with the Smithsonian at least thirty (30) days prior to the beginning of each subsequent one year term.

The renewal rates, however, shall not exceed the previous year’s labor rates plus the percentage increase for U.S. City Average for the most recent one year period (Consumer Price Index for All Urban Consumers: Selected Areas, all items index). In the event that Contractor fails to propose renewal labor rates at least thirty (30) days prior to the then current expiration date of a given term, the previous year’s labor rates shall automatically apply to the subsequent one year term.

F.4. Deliverables schedule. The Contractor shall submit the following minimum deliverables for each Task Order, in addition to those specified in each Task Order, with the schedule for completion of each to be negotiated and set forth in the Task Order:

(i.) A monthly written status report which includes work accomplished and percentage of completion report.

(ii.) Routine meetings with COTR

F.5. Task Order Response Time. The Contractor shall begin performance for each Task Order contract within ten (10) calendar days of the receipt of an executed Task Order and Notice to Proceed, unless otherwise directed by the Contracting Officer.

F.6 Delivery Point Unless otherwise specified in the individual Task Order, the Contractor shall deliver all deliverables to the Contracting Officer's Technical Representative (COTR) at no additional charge to the Smithsonian.

Section G - Contract Administration Data

G.1. Contract Management. Notwithstanding the Contractor's responsibility for total management during the performance of this Contract, the administration of this 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 this Contract.

(i.) Contracting Officer. The Smithsonian Contracting Officer is responsible for and has the sole authority for directing and/or negotiating any changes to the terms, conditions, or amounts set forth herein. All contract administration is the responsibility of the Contracting Officer. Communications pertaining to contractual administrative matters shall be addressed to the Smithsonian Contracting Officer. No changes in or deviation from the scope of work are allowed without a written modification to the contract executed by the Smithsonian Contracting Officer authorizing such changes.

(ii.) Contracting Officer's Technical Representative (COTR). A Contracting Officer’s Technical

Representative (COTR) will be assigned to each awarded Task Order, and said COTR, or his/her authorized representative, shall act for and on behalf of the Contracting Officer in the administration of the Task Order with respect to: 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; Evaluation on an overall basis of the acceptability of workmanship and Contractor's compliance with technical requirements; and The approval and acceptance of work performed under the Task Order.

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(a.) The COTR is not authorized to modify of any of the provisions, terms or conditions of this Contract or the Task Order. All authorities not herein delegated are reserved to the Contracting Officer.

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

(iii.) 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 any 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 his/her letter of appointment, a copy of which will be furnished to the Contractor upon award of a Task Order hereunder. 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.

G.2 Contractor's Authorized Representative. The Contractor represents that the following person shall is authorized to negotiate on its behalf, and to bind the Contractor to any obligations hereunder, including any amendments, or any Task Orders hereto. This individual should 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)

G.3 Key Personnel

G.3.1. The Contractor shall include the key personnel to be assigned under this Contract those persons listed below:

NAME LABOR CATEGORY

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Offerors shall provide this information in their technical proposal

G.3.2. 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.

G 3.3. 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.

G.4 General Procedures for Ordering, Selection, and Issuance of Task Orders

G.4.1. As the need for services covered by this Contract may arise, the Smithsonian Institution will issue to the Contractor(s) a Request For Proposal (RFP) or Statement of Work (SOW), with all the necessary documentation of project requirements, i.e., a reasonably descriptive statement of work and current drawings (if available) for a proposal from the Contractor(s) to perform the required services. If required by the Smithsonian Institution, the Contractor(s) shall visit the site with the COTR or his/her representative.

G.4.2. The Contractor(s) shall submit a proposal which includes a firm fixed price for all effort and cost (which includes a detailed cost breakdown showing numbers of hours and applicable rates for each utilized labor category listed in this contract and other direct costs), a work plan which includes a detailed description of how the work is to be accomplished, deliverable schedule and format for all deliverables, and an estimated time frame for completion (or as otherwise directed). The Smithsonian Institution shall not pay any proposal preparation costs, nor make reimbursements for any of the costs associated with responses to these requests, nor is the Smithsonian Institution obligated to procure or contract for the services.

G.4.3. When negotiations take place and an agreement has been reached on services to be performed, cost, deliverables, and schedule, the successful Contractor and the Contracting Officer shall

F18SOL10008 Page 11 of 35 execute a Task Order contract reflecting all terms agreed upon. The Contractor is hereby notified that until the Task Order contract is signed by the Contracting Officer and Notice to Proceed has been issued, work shall not begin.

G.4.4. If agreement cannot be reached, neither party will be under any obligation to the other with respect to the services covered by the particular draft task order.

G.4.5. The Smithsonian reserves the right to award Task Orders directly to Contractor, or directly to any other contractor, without competing such award.

G.4.6. Proposals and/or cost estimates prepared and submitted in response to any request under this Contract shall be provided at no cost to the Smithsonian.

G.4.7. The Smithsonian retains the right to procure the same or similar services from other services other than Contractor during the Term of this Contract or otherwise, and additionally reserves the right to secure proposals or pricing from other sources for work proposed under this Contract.

G.5 Invoices

G.5.1. The Smithsonian Institution reserves the right to verify the amount of services rendered in any invoice by review of the Contractor's records. Such review may be made by appropriate Smithsonian Institution personnel or outside audit firm, at the election of the Contracting Officer. The Contractor shall make such records available to such audit personnel at any reasonable time. Invoices must reflect costs as shown in Contractor's proposal applicable to the invoiced project.

G.5.2. The Contractor shall submit an original invoice(s), identifying the Smithsonian Institution's task contract number, including pertinent data in regard to services completed and deliverable furnished, to the address identified in the Task Order.

G.5.3. The Prompt Payment Act (31 U.S.C. Section 3901) is not applicable to the Smithsonian Institution. The Smithsonian will take reasonable measures to ensure that payment for invoices properly documented and submitted will be paid within thirty (30) days from the Smithsonian’s receipt of a proper invoice approved by the COTR. All payments made hereunder shall be made by electronic funds transfer.

G.6. Progress Payments. The Contractor may submit invoice(s) to the COTR not more frequently than monthly for work actually performed and accepted by the COTR. Specific information regarding the applicability of progress payments will be provided in individual Task Orders.

G.7 Nonpayment for Additional Work. Contractor shall not be reimbursed for additional goods or services provided hereunder in excess of the amount set forth in Section B, unless agreed to in writing by separate amendment hereto signed by the Smithsonian Contracting Officer. Any additional services or changes to the scope of work specified herein 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 by the Smithsonian. Only a duly appointed Contracting Officer is authorized to change the specifications, the terms, and conditions in this Contract by separate written amendment hereto, signed by the Contracting Officer. When costs are a factor in any price adjustment hereunder, the contract cost principles and procedures in FAR part 31 shall apply.

G.8 Incorporation of Contractor's Proposal. It is understood and agreed that the Contractor shall, in meeting the requirements of this Contract, perform the work in accordance with its proposal to the Smithsonian Institution for services, dated (TO BE INSERTED UPON AWARD OF CONTRACTS); 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.

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Section H - Special Contract Requirements

H.1. Use of Smithsonian Name. Contractor is hereby put on notice that Smithsonian owns, controls, and/or has registered the trademarks/service marks “Smithsonian”, “Smithsonian Institution”, the Smithsonian sunburst logo and the names of its other museums, centers, organizations and facilities (the “Names”). Contractor further acknowledges the great value of the prestige, publicity, and goodwill associated with the Names, and in such connection, acknowledges that such goodwill belongs exclusively to Smithsonian and that the Names have acquired a secondary meaning in the mind of the purchasing public as a source of museum services and museum products. Contractor agrees that it shall not knowingly harm, misuse, or bring into disrepute the Names, and will assist Smithsonian as it may reasonably request in preserving the integrity and dignity of the Names and any trademark interest therein.

H.1.1 Restricted Uses. Except as may be otherwise provided herein, Contractor shall not without Smithsonian’s prior, written approval refer to the Smithsonian Institution or to any of its museums, programs, organizations, or facilities in any manner or through any medium, whether written, oral, or visual for any purpose whatsoever, including, but not limited to, advertising, marketing, promotion, publicity, solicitation, or fund-raising. Contractor shall not have the Names printed on its letterhead stationery or brochures advertising non-Smithsonian sponsored activities.

H.1.2 Permitted Uses. Notwithstanding anything in the Contract to the contrary, Contractor may make casual or factual reference to the Names in a way, which does not bear on Contractor’s obligations herein or the service thereof. Contractor may make use of the Names in a client “resume” format, so long as Contractor lists Smithsonian among all or a significant portion of its other clients, without placing the Names in a prominent position, prominent or different typeface, or otherwise placing the Names so as to draw special attention to them among other client names. The preferred method is to arrange client names according to either alphabetical order or chronologically, according to number of years that Contractor has provided service to each client.

H.1.3 Smithsonian Approvals. Contractor’s use of the Names shall maintain the dignity and integrity of the Smithsonian. All of the language, phrases, format, and/or layout concerning or referring to the Names pertaining to the subject matter of this Contract shall be submitted to Smithsonian for Smithsonian’s prior written approval. Once Smithsonian has approved such materials, Contractor may continue to use such materials without further approval, provided that there are no significant changes in text, layout, content, or design. Contractor shall place an appropriate notice of trademark ownership or federal trademark registration next to all of the Names as they are displayed. Any inadvertent failure shall not constitute a breach of this Contract.

H.1.4 Contractor shall ensure that the requirements set forth herein with respect to the use of the Smithsonian’s Names are contained in any contracts with its subcontractors and suppliers. Contractor shall be responsible for the failure of any subcontractor, supplier, or lower tier subcontractor, or lower tier supplier to comply with this clause.

H.2 Registration with System for Award Management (“SAM”).

H.2.1 Contractor hereby represents and warrants that it has registered in the SAM database and shall maintain and update such registration throughout its performance hereunder and through final payment under this Contract.

H.2.2 The Contractor is responsible, during the performance of this Contract and through final payment, for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Smithsonian’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an

F18SOL10008 Page 13 of 35 annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in SAM does not alter terms and conditions of this Contract and it is not a substitute for a properly executed contractual document.

H.2.3 The Contractor shall not change the name or address for any electronic funds transfer (EFT) payments or manual payments as appropriate in the SAM record to reflect an assignee for the purpose of the assignment of claims. Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payment, including those by EFT, to an ultimate recipient other than the Contractor shall be considered incorrect information.

H.2.4 The certification regarding previous crimes, debarments, suspensions, and defaults contained in Contractor’s SAM registration is a material representation of fact upon which the Smithsonian relies when making award. If it is later determined that the representations made by Contractor in SAM were erroneous, in addition to other remedies available to the Smithsonian, the Smithsonian reserves the right to terminate this Contract for default

H.3 Confidentiality. Each party (“Disclosing Party” or “Discloser”) may provide certain information to the other party (“Receiving Party”), for purposes of performing hereunder. The parties recognize and acknowledge that the Smithsonian is a trust instrumentality of the United States and has adopted a written policy for responding to requests for Smithsonian Institution records, including paper documents, electronic data, email, contracts, and other information stored or maintained by the Smithsonian, consistent with the principles of disclosure under the Freedom of Information Act, 5 United States Code (U.S.C.), § 552. This Contract is subject to the Smithsonian’s records disclosure policy.

H.3.1 Confidential Information. Confidential Information as used herein consists of trade secrets, product concepts, customer information, marketing communication material, marketing strategies, Smithsonian proprietary information, other information related to the business activities of the Discloser, and commercial or financial information that is not normally released by the Disclosing Party to the public and that, if released to a person or entity not authorized under this Contract, is likely to cause the Disclosing Party substantial competitive harm or violate the privacy rights of third parties. If Confidential Information is disclosed in tangible form, it shall be clearly designated in writing as such by the Disclosing Party. If Confidential Information is disclosed other than in writing, the information deemed to be Confidential Information shall be confirmed in writing as such within thirty days of such disclosure.

H.3.2 Exceptions to Confidential Information. Confidential Information shall not include any information, whether or not designated in writing as Confidential Information, which:

a. was publicly available at the time of disclosure;

b. was known by the receiving party prior to such disclosure;

c. becomes publicly available after disclosure through no fault of the receiving party;

d. is received from a third party who acquired the information without committing a wrongful or tortious act; or

e. is developed independently by the receiving party without reference to or use of

Confidential Information.

H.3.3 Either Party shall notify the other promptly in writing of any misappropriation, unauthorized disclosure or use by any person of the Confidential Information which may come to the recipient party’s

F18SOL10008 Page 14 of 35 attention. Recipient will take all steps reasonably requested by Discloser to stop, limit, or otherwise remedy such misappropriation, unauthorized disclosure or use.

H.3.4 Limited Disclosure. Each party agrees that it will not disclose Confidential Information provided to it by the other party to others except to the extent that it is necessary to disclose such Confidential Information to its directors, officers, representatives, legal and financial consultants, and employees having a need to know such Confidential Information (“authorized parties”) for the purpose of pursuing a business and contractual relationship between the parties. The parties shall use at least the same degree of care that each party uses to protect its own Confidential Information of similar importance, but no less than a reasonable degree of care. Further, the parties may disclose Confidential Information if required by law, subpoena, or order or request of a federal governmental authority or court of competent jurisdiction, provided that the party obligated to disclose such Confidential Information shall

(i) assert the confidential nature of the Confidential Information to be disclosed, (ii) use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed, and (iii) immediately notify the other party of the requirement, order, or request to disclose in advance of such disclosure in order to afford the other party the opportunity to contest disclosure. No other use or disclosure of Confidential Information may be made by any party without the prior written consent of the disclosing party.

H.3.5 Return of Confidential Information. The receiving party will either return or destroy all tangible materials embodying Confidential Information within ten (10) business days of receipt of the disclosing party’s written request to do so and, if further requested by the disclosing party, the receiving party will provide written certification of such destruction. Except as otherwise provided herein, all data received, processed, evaluated, loaded, and/or created as a result of this statement of work shall remain the sole property of the Smithsonian unless specific exception is granted by the COTR.

H.3.6 No Implied Waiver. Either party’s failure or delay in exercising any of its rights under this section H.3 will not constitute a waiver of such rights unless expressly waived in writing.

H.3.7 All obligations to protect Confidential Information hereunder shall survive the expiration or earlier termination of this Contract.

H.4. Prohibition of Advanced Notices for Exhibit Design Services. The Contractor may not provide advance notice(s) related to the award of any Task Order, the scope of any project awarded hereunder, nor may Contractor issue advertisements to commercial publications either verbally or in writing, that will imply or indicate that it is the Smithsonian Institution's intent to perform a design project, or supply pre-bid notice(s) on the projected use of the resulting plans/drawings and specifications without prior written approval of the Contracting Officer.

H.5. Removed

H.6. Responsibility of the Contractor/Corrections

H.6.1. Contractor is responsible for the professional quality, technical accuracy, and the coordination of all services and deliverables furnished by Contractor or its subcontractors hereunder. Contractor shall, at its sole expense, promptly correct or revise any errors or deficiencies in the Services, whether provided by Contractor or its subcontractor’s, including Services that: (i) contain errors, omissions or other deficiencies; or (ii) render all or a portion of the Exhibition design and documents either unsafe, inaccurate, illegible, inaccessible or unbuildable.

H.6.2. 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 hereunder 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 in accordance with applicable law for all damages to Smithsonian caused by

F18SOL10008 Page 15 of 35 the Contractor's performance, whether negligent or otherwise, of any of the services furnished hereunder.

H.6.3. The rights and remedies of the Smithsonian provided for under this Contract are in addition to any other rights and remedies provided by law.

H.6.4. If the Contractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.

H.7 Technical Directives.

H.7.1 Performance of all services hereunder is subject to the review and direction of the Contracting Officer or her duly authorized representative. Pursuant to this authority, the Contracting Officer, COTR, or COR may issue technical directives within the scope of the contract statement of work without notice to sureties, if any, for the purpose of:

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

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

(iii.) Approving technical reports, drawings, specifications, and other technical data; and/or

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

H.7.2 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, COTR, or COR.

H.7.3 The Contractor shall 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, she will, within ten (l0) working days of receipt of the Technical Directive from Contractor, 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 of receipt of the Technical Directive from Contractor, and the Contractor will proceed with the work thereunder.

H.7.4 Failure of the contracting parties to agree hereunder shall be a dispute concerning a question of fact within the meaning of the ‘Disputes’ clause of this Contract.

H.8 Responsibility for Smithsonian Property. The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, vegetation, and other Smithsonian property. The Contractor assumes full responsibility for and shall indemnify the Smithsonian for any and all loss of damage of

F18SOL10008 Page 16 of 35 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, or representative of the Contractor or subcontractor. If the Contractor fails to repair or replace the damaged Smithsonian property, the Contractor shall be liable for the costs of such repair or replacement, which may be deducted from the Contract price.

H.9 Organizational Conflicts of Interest. The Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest. An organizational conflict of interest, as used herein, exists when Contractor is unable or potentially unable to render impartial assistance or advice to the Smithsonian, or the Contractor’s objectivity in performing the services hereunder or under any resultant Task Order is or might be…