nga_rfp_08_051_01.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE 17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITON IS

UNRESTRICTED OR

NAICS:

SIZE STANDARD:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

STANDARD FORM 1449 (REV. 3/2005) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

NGA RFP-08-050-01

SECTION B – PRICE

See SF 1449.

SECTION C – STATEMENT OF WORK

SERVICING CHILLER PLANT REFRIGERATION PUMP DOWN / RECOVERY TANK UNIT

SCOPE OF THE PROJECT

Provide all equipment, labor, and materials necessary to decontaminate, chemically clean, monitor, test and evaluate existing nominal 14,000lb capacity refrigerant pump-down receiver / recovery tank unit and associated piping located in the Gallery’s West Building Basement Chiller Plant Mechanical Room B-1. Existing unit to be utilized to service existing 2000 Ton, R134a Standby Chiller also located in Gallery’s West Building Basement Chiller Plant Mechanical Room B-1.

SCOPE OF WORK

The Contractor shall perform the following work:

1. Perform decontamination procedure to reduce the level of R12 refrigerant, mineral oils, moisture accumulation and particulate matter in the existing pump-down receiver tank.

2. Recover and evacuate the pump-down receiver tank of all remaining residual R12 refrigerant in accordance with established EPA standards and procedures. Residual R12 refrigerant shall be put into contractor provided DOT approved cylinders and removed from Gallery property and properly disposed. Provide copy of manifest to the Contract Officer’s Technical Representative (COTR) indicating site of final disposition. All R12 system refrigerant shall be weighed prior to and upon completion of this work.

3. Provide required quantity of R22 service refrigerant - purified and free of moisture, oil, acid and particulate matter- (weighed prior to and upon completion of this work) to be circulated throughout the pump-down receiver tank unit and associated piping system as a means of absorbing any and all mineral oil not captured during removal of R12. During this process, the R22 refrigerant shall be field monitored and analyzed in accordance to ARI Standard 740-1998, “Standard for Refrigerant Recovery / Recycling Equipment” until pre-determined quality levels as noted in said ARI Standard 740-1998 have been obtained.

4. Contractor shall utilize triple evacuation method to ensure all non-condensable gases; mineral oil and refrigerants (R12 separately and R22 separately) are completely purged from hermetically sealed system from bottom of recovery tank into evacuated cylinders. The triple evacuation method for this procedure shall be evaluated at 300 microns and performed as follows:

a. Evacuate recovery tank and associated piping system to 300 microns and maintain for 30 minutes. Close valves to vacuum pump and check pressure increase rate – rapid increase in pressure indicates a system leak – slow increase indicates gas in system boiling off.

b. Break the vacuum with R22 service refrigerant and maintain at 10psi for 15 minutes.

c. Evacuate recovery tank and associated piping system second time to 300 microns and maintain for 30 minutes. Analyze R22 for moisture levels, oil levels and particulate matter / rust content as noted in item 3.

d. Break the vacuum again with R22 service refrigerant and maintain at 10psi for 15 minutes.

e. Evacuate recovery tank and associated piping system third time to 300 microns and maintain for 30 minutes. Analyze R22 a second time for moisture levels, oil levels and particulate matter / rust content as noted in item 3.

f. Break the vacuum a third time with a slight (1 to 2 psi) charge of R134a for maintain for 10 minutes.

5. Upon completion of decontamination process, contractor shall recover all service refrigerants from pump out receiver tank unit and associated piping system.

6. Provide all required transportation and delivery of associated refrigerant, equipment and related supplies to and from project site in accordance with all applicable DOT regulations and requirements.

7. All work specified herein shall be performed by EPA certified technicians; copies of certifications to be provided in consonance with the submittal requirements hereinafter. All work shall be performed in strict compliance with applicable EPA regulations and requirements.

8. Provide Service Work Report denoting all aspects of actual work including but not limited to certifications of technicians and mechanics, equipment and process utilized, quantity of R12 removed, quantity of service R22 utilized, duration of decontamination, levels of water, oil and particulate matter pre and post decontamination, miscellaneous chemicals / cleaners and associated quantities, use and purpose, observations and recommendations regarding service, repair and use.

9. Perform the following modifications to pump out receiver tank unit and associated piping system prior to commencing service work:

a. Replace existing tank vapor and liquid ports complete with new of matching size and type with threaded connections, full port ball valves and threaded pipe cover caps.

b. Replace existing tank level gauge with new of matching size, type refrigerant capacity range.

c. Replace round dial pressure / vacuum gauges on inlet and discharge sides of vapor recovery compressor with new of matching size, type and range. Provide full port ball valve with threaded connections for gauge service.

d. Remove existing relief(s) and provide 1”NPT (minimum) fitting with full port ball valve.

e. Remove and replace refrigerant drier cores and filters with new of matching size, type and capacity.

f. Disconnect all necessary receiver pump-out tank piping to accommodate proposed service work. Upon completion of work, contractor shall reconnect (water-tight) all noted piping.

g. Remove and reposition existing valve in correct direction of refrigerant flow.

h. Thoroughly clean and service existing city water strainer to refrigerant condenser.

REQUIREMENTS

The Contractor shall submit an outage request form to the Contracting Officer’s Technical Representative (COTR) at least five

(5) working days prior to the performance of any utility outages; forms may be obtained from the COTR.

Work shall be accomplished in accordance with all applicable Federal and DC regulations and codes, in addition to the codes and standards applicable to each discipline as dictated by the appropriate governing body (i.e. EPA, DOT, NEC, AASHTO, ANSI, ASME, NACE, MEMA, NFPA, MSS, CFR, EPA, UL, ND, SSPC, and WSSC).

The Contractor shall remove all debris generated from work identified herein at the completion of each workday. Debris shall be properly disposed of at a site off Gallery property. Do not use Gallery refuse containers for disposing of construction debris.

The Contractor shall provide submittals for all new material and equipment to the COTR for review and approval within ten

(10) working days following contract award. In addition to this requirement, the Contractor shall provide material safety data sheets (MSDS) to the COTR for all products to be used in conjunction with this project.

The Contractor shall prepare and submit a work schedule to the COTR for review and approval within ten (10) working days following notification of submittals approval and prior to the commencement of any work indicated herein. The schedule shall indicate the shipment date of all required submittals, diagrams and phases of work. The schedule shall clearly identify the pre and post service, decontamination, monitoring and testing phases of the receiver pump out tank work as required and delivery of Service Work Report. The Contractor shall provide minimum 24 hour notification prior to commencing service work and tank decontamination work. The Contractor shall not deviate from the schedule without prior notification and approval by the

COTR.

The Gallery will furnish on-site storage space for tools, equipment, and material required for the work indicated herein.

The Contractor shall provide manufacturer’s standard commercial warranty for all parts and equipment and a one (1) year warranty for all labor. The warranty period shall commence upon the final acceptance by the Gallery.

The Contractor shall be responsible for conducting all required field investigation(s) to verify the accuracy of information provided, obtain existing refrigerant pump out receiver tank operating characteristics and performance data and pipe sizes, including existing conditions and locations of the areas affected by the proposed work. The requirements herein will not relieve the Contractor from furnishing all materials within the general scope of the work, even though some items may not be specifically mentioned or detailed.

WORK HOURS AND PARKING

Work shall be performed during normal weekday hours, Monday through Friday between 6:00am to 5:00pm unless prior approval is received from the COTR IF WORK IS TO BE PERFORMED AFTER HOURS, INDICATE SPECIFIC TIMES. All prep work (items that do not require equipment shut down or disabling from service) shall be performed during normal Gallery working hours between 6:00am to 5:00pm and as defined in the contract specification and prior to commencing work which will necessitate a system shut-down.

Parking at the Gallery is extremely limited and, as such, cannot be guaranteed for Contractor personnel. Requests for parking shall be submitted to the COTR in writing, minimum 24 hours prior to the required date(s).

SAFETY

The Contractor shall adhere to the specifications SECTION 01 3523 - NATIONAL GALLERY OF ART SAFETY REQUIREMENTS (attached).

SECURITY

The Contractor shall adhere to the specifications SECTION 01 3553 - SECURITY PROCEDURES (attached). Security clearance forms will be provided to the successful Offeror.

PERIOD OF PERFORMANCE

The Contractor shall complete all work identified herein within sixty (60) calendar days following receipt of the task order.

The Contractor shall prosecute the work continuously upon the commencement of demolition. The Contractor shall not commence work activities until all required materials are on site.

End of Scope of Work

Existing Refrigerant Pump-out Receiver / Recovery Tank Unit

Existing Refrigerant Vapor Recovery Compressor

(E) Tank Vapor Port

(E) 14,000lb Refrigerant Pump-out Receiver / Recovery Tank

(E) Liquid refrigerant transfer with filter drier unit

(E) City water to refrigerant condenser

(E) Tank liquid port and drain

(E) Tank level gauge

(E) Refrigerant Vapor Line

(E) Refrigerant Vapor Condenser

(E) City water to refrigerant condenser

Existing Refrigerant Liquid Transfer Piping and Core Drier

SECTION D - MARKING

The contract number and project name/title shall be clearly noted on all items delivered for this contract.

SECTION E - INSPECTION

See Inspection and Acceptance terms in FAR clause 52.212-4.

SECTION F - DELIVERY AND PERFORMANCE

PLACE OF PERFORMANCE

National Gallery of Art, West Building 6th Street and Constitution Avenue, NW Washington, DC 20565

SECTION G - CONTRACT ADMINISTRATION DATA

CONTRACT MANAGEMENT

The following individuals will serve as the NGA points of contact during the performance of this contract:

Contracting Officer: The CO assigned to this project is:

Geoffrey Spotts, Contracting Officer National Gallery of Art Office of Procurement and Contracts (APC) 601S Pennsylvania Ave, NW (South Building) Suite 3000 Washington, DC 20004

Mailing Address:

2000B South Club Drive Landover, MD 20785 Phone: 202.842.6407 g-spotts@nga.gov

(R) Refrigerant Filter Core Drier

(E) Refrigerant Liquid Transfer Piping

The CO is the final authority in all contractual matters relating to this contract. The CO has overall responsibility for the administration of this contract, and is authorized to take actions on behalf of the Gallery to amend, modify, or deviate from contract terms, conditions, requirements, specifications, details, and/or delivery schedules. The CO is also responsible for making the final decisions on matters under dispute, unsatisfactory performance, and contract terminations for convenience or default.

Contracting Officer’s Technical Representative: The COTR assigned to this project is:

James L. Cromwell, P.E., Mechanical Engineer National Gallery of Art Engineering Department (AFM-EN) 601S Pennsylvania Ave, NW Washington, DC 20004

Mailing Address:

2000B South Club Drive Landover, MD 20785 Phone: 202.789.3211 j-cromwell@nga.gov

The COTR named above has been designated on authority of the Contracting Officer to monitor all technical aspects of the contract. The duties of the COTR include but are not limited to: Assuring the Contractor’s compliance with the technical requirements of the contract; performing or arranging necessary inspections in connection with the technical performance of the contract; monitoring the Contractor’s overall performance under the contract; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment prior to forwarding the original invoice to the payment office and a conformed copy to the Contracting Officer.

The COTR does NOT have the authority to alter the Contractor's obligations under the contract, direct changes that fall within the purview of the General Provisions clause entitled "Changes", or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If as a result of technical discussions it is desirable to alter/change contractual obligations or the Scope of the Work, the Contracting Officer shall issue such changes in writing.

CORRESPONDENCE

All non-technical correspondence shall be prepared in accordance with the “Marking” instructions and addressed to the CS.

All technical correspondence, including submittals, shall be prepared in accordance with the “Marking” instructions and submitted to the COTR.

PAYMENT

Payment shall be made by:

Treasurer’s Office (TGA) National Gallery of Art 2000B South Club Drive Landover, MD 20785

INVOICING

All invoices shall include the contract number and be sent to:

Office of the Treasurer (TGA) National Gallery of Art 2000B South Club Drive Landover, MD 20785

The Contractor shall submit one (1) original and two (2) copies of each invoice. The Contractor shall submit all invoices, within 90 days of the incurrence of the charges to the contract. The submission of the final invoice does not relieve the Contractor of the responsibility to correct, without additional compensation, errors or deficiencies in the designs, drawings, specifications, and other supplies and/or services under this contract. The Contractor shall mark the last invoice with “FINAL

INVOICE.”

SECTION H - SPECIAL CONTRACT REQUIREMENTS

NATIONAL GALLERY OF ART REQUIRED INSURANCE

(a) Contractor's Liability Insurance

(1) The contractor shall purchase and maintain in companies properly licensed to do business in the location where work is being performed under this contract and acceptable to the NGA such insurance as will protect the contractor and the NGA from claims set forth below which may arise out of or result from the contractor's operations under the contract, whether such operations be by the contractor or by any subcontractor, any supplier, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable.

(i) Workman's Compensation: Claims under worker's or workmen's compensation, disability benefit and other similar employee benefit acts. The contractor will require his subcontractors to similarly provide workmen's compensation insurance for all of the latter's employees;

(ii) Bodily Injury: Claims for damages because of bodily injury, sickness or disease or death of his employees;

(iii) Comprehensive General Liability:

(A) Claims for damages because of bodily injury, sickness or death of any persons other than his employees;

(B) Claims for damages insured by personal injury liability coverage which are sustained

(1) by any person as a result of an occurrence directly or indirectly related to the employment of such person by the contractor, or (2) by any other person;

(iv) Property Damage: Claims for damages, other than to the work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; and

(v) Comprehensive Automobile Liability: Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle.

(vi) Professional Liability: Claims for damages because of errors or omissions caused by Contractor's negligence in the performance of its duties under this agreement.

(2) The insurance required under this clause shall be primary and noncontributing to any insurance possessed or procured by the NGA and limits of liability shall be not less than those set forth in this clause.

(3) The insurance required by this clause shall include contractual liability insurance applicable to the contractor's obligations under the contract as to working conditions.

(4) Without limiting the above during the term of the contract, the contractor shall, at his own expense, purchase and maintain the following insurance:

(i) Workman's Compensation insurance or equivalent workman's compensation coverage, as required or prescribed by law, with minimum employer liability limit of at least $100,000.00 for accidental bodily injury or death, or for occupational disease.

(ii) Comprehensive General Liability insurance for bodily injury with limits of not less than $100,000.00 for each person and $100,000.00 for each accident.

(iii) Property Damage insurance with a limit of not less than $500,000.00 for each accident.

(iv) Comprehensive Automobile Liability insurance for bodily injury liability insurance with limits of not less than $200,000.00 for each person and $500,000.00 for each accident, and property damage liability insurance, with a limit of not less than $20,000.00 for each accident.

(v) Employer’s Liability insurance of at least $100,000 for each accident.

(vi) Professional Liability insurance with a limit of not less than $1,000,000.00 for each incident.

SECURITY REQUIREMENTS

The Contractor shall comply with all Gallery Security Requirements. Please see Section J, “Section 01 3553 – Security Procedures”.

SAFETY REQUIREMENTS

The Contractor shall comply with all Gallery Safety Requirements. Please see Section J, “Section 01-3523 – National Gallery of Art Safety Requirements”.

NATIONAL GALLERY OF ART REGULATIONS

The Contractor shall comply with all Gallery regulations. Please see Section J, “Regulations Governing the National Gallery of Art Buildings and Grounds”.

SITE VISIT/PRE-PROPOSAL MEETING

A mandatory site visit/pre-proposal meeting is scheduled for August 14, 2007 at 10:00 a.m. EDT. Offers shall not be accepted from firms that did not attend the site visit/pre-proposal meeting. Only one site visit will be scheduled. Offerors interested in attending the site visit shall notify the Administrative Contracting Officer no later than 4:00 p.m. EDT on August 12, 2007. The site visit is expected to last one and one half (1 1/2) hours.

Interested offerors will be met at the West Building Service Entrance (on Constitution Avenue, between 4th and 6th Streets, NW). A map/satellite image illustrating the location of the West Building Service Entrance is included in Section J.

The National Gallery of Art does not provide parking for the site visit. Metered on-street and garage parking are available in the area. Allow sufficient time to find parking.

DISCLOSURE OF INFORMATION AND NON-DISCLOSURE AGREEMENT

Any information made available to the Contractor by the Gallery shall be used only for the purpose of carrying out the requirements of this contract and shall not be divulged or made known in any manner to any person excepts as may be necessary in the performance of the contract. The foregoing restriction does not apply to any information (a) received by contractor from third parties without restriction, or (b) in the public domain.

In performance of this contract, the Contractor assumes responsibility for protection of the confidentiality of the Gallery records and shall ensure that all work performed by its subcontractors shall be under the supervision of the contractor or the contractor’s responsible employees.

PUBLIC USE OF THE NAME OF THE NATIONAL GALLERY OF ART

The Contractor shall not refer to the Gallery in advertising, news releases, brochures, catalogs, television and radio advertising, letters of reference, websites, or any other media used generally by the Contractor in its commercial marketing initiatives, in such a way that it represents or implies that the Gallery prefers or endorses the products or services offered by the Contractor.

No public release of information pertaining to this contract will be made without prior written approval from the Gallery and/or the Contracting Officer.

INCORPORATION OF SUCCESSFUL OFFEROR’S TECHNICAL PROPOSAL

The Contractor’s technical proposal shall be incorporated by reference and made a part of this contract. In the event of any inconsistency between the provisions of this contract and the Contractor’s technical proposal, the contract provisions shall take precedence.

SECTION I - FAR CLAUSES

52.212-4 Contract Terms and Conditions—Commercial Items. (Feb 2007)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on

Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate

EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.

destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986;

41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) Sections B, C, D, E, F, G and H in Contract number F08NGA04378GS;

(2) Section I, FAR Clauses: 52.212-4 Contract Terms and Conditions—Commercial Items. (Feb 2007) (full text);

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items.

(June 2008) (full text); 52.227-19 Commercial Computer Software License. (Dec 2007) (full text);

(3) SF 1449;

(4) Specifications for Photometrics Cascade II:1024 1024 x 1024 imaging array, and SOC-703L Hyperspectral Imager.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items.

(June 2008)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78)

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

__ (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

__ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (4) [Reserved] _X_ (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

__ (8)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (SEPT 2005)

(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (13) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C.

657 f).

__ (15) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C. 632(a)(2)).

_X_ (16) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

_X_ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (19) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible

Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

_X_ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other

Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004)

(E.O. 13201).

_X_ (24)(i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

__ (ii) Alternate I (Aug 2007) of 52.222-50.

__ (25)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008)

(42 U.S.C. 6962(c)(3)(A)(ii)).

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

__ (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (27)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products

(DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

__ (28) 52.225-1, Buy American Act—Supplies (June 2003) (41 U.S.C. 10a-10d).

__ (29)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Aug 2007) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (30) 52.225-5, Trade Agreements (NOV 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (31) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (34) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (35) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (36) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003)

(31 U.S.C. 3332).

_X_ (37) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999)

(31 U.S.C. 3332).

_X_ (38) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

__ (39) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (40)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)

(46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] _X_ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

_X_ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option

Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002) (29 U.S.C. 206 and

41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or

Repair of Certain Equipment—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—

Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settelement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

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

Veterans (Sept 2006) (38 U.S.C. 4212).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004)

(E.O. 13201).

(vi) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(vii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

(viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-

Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(x) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

SECTION J – ATTACHMENTS

SECURITY REQUIREMENTS

The Contractor shall comply with all Gallery Security Requirements. Please see Section J, Attachment 1 “Section 01 3553 – Security Procedures”.

SAFETY REQUIREMENTS

The Contractor shall comply with all Gallery Safety Requirements. Please see Section J, Attachment 2 “Section 01-3523 – National Gallery of Art Safety Requirements”.

NATIONAL GALLERY OF ART REGULATIONS

The Contractor shall comply with all Gallery regulations. Please see Section J, Attachment 3 “Regulations Governing the National Gallery of Art Buildings and Grounds”.

WEST BUILDING SERVICE ENTRANCE MAP

SECTION K – REPRESENTATIONS AND CERTIFICATIONS

52.212-3 Offeror Representations and Certifications—Commercial Items. (June 2008)

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (c) through (m) of this provision.

(a) Definitions. As used in this provision— “Emerging small business” means a small business concern whose size is no greater than 50 percent of the numerical size standard for the NAICS code designated.

“…