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Project/Construction Management Technical Support Services Capital Projects

NGA-RFP-10-235

National Gallery of Art

Project/Construction Management Technical Support Services

TABLE OF CONTENTS

PART I – THE SCHEDULE

A. STANDARD FORM 33

B. SUPPLIES OR SERVICES AND PRICE/COST

C. STATEMENT OF WORK

D. PACKAGING AND MARKING

E. INSPECTION AND ACCEPTANCE

F. DELIVERIES OR PERFORMANCE

G. CONTRCT ADMINISTRATION DATA

H. SPECIAL CONTRACT REQUIREMENTS

PART II – CONTRACT CLAUSES

I. CONTRACT CLAUSES

PART III – LIST OF ATTACHMENTS

J. LIST OF ATTACHMENTS

PART 1V – REPRESENTATIONS AND INSTRUCTIONS

K. REPRESENTATIONS CERTIFICATIONS AND OTHER STATEMENT TO OFFERORS

L. INSTRUCTIONS CONDITION, AND NOTICES TO OFFEROR

M. EVALUATION FACTORS FOR AWARD

PART I - THE SCHEDULE

SECTION A

SF 33-Solicitation, Offer and Award Form

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 SERVICES BEING ACQUIRED

The National Gallery of Art (‘Gallery’ or ‘NGA’) solicits interested qualified professional firms to submit their proposals for project/construction management technical support services. The Contractor shall provide project/construction management services for pre-construction and construction phases to the NGA’s Administrator’s Office of Architecture and Engineering (AAE). The time requirement is project driven and subject to fluctuations depending on project activity levels. The nature of this work includes ongoing: coordination of the project’s construction-related activities; review of design contract documents relative to constructability and project delivery; participation in the construction phase acquisition strategy for solicitation of construction services; and provision of post-award field representation, reviews of contractor change proposals, tracking of schedule and budget, and day-to-day liaison activities. NGA’s capital projects include Major Critical Projects (MCP), Master Facilities Plan (MFP) Projects, and On-going Renovation projects.

B.2 CONTRACT TYPE

The Gallery contemplates awarding an Indefinite Delivery/Indefinite Quantity (IDIQ) contract in accordance with FAR 16.5, by using competitive negotiation procedures in FAR Part 15-Contracting by Negotiation, subpart 15.1. Task Orders (for services) shall be placed against a basic contract for individual requirements. The Task Orders shall be issued either as Labor-Hour in accordance with FAR 16.602 or Firm-Fixed Price in accordance with FAR 16.2 The labor hour rates shall be established as fully burdened fixed hourly rates that include wages, overhead, general and administrative expenses, and profit for each category of labor, with a total not-to exceed amount for each option year.

Best Value techniques will be utilized in this acquisition, based on a review of Technical and Price Criteria, in accordance with FAR 15.101 (See Section L. Instructions, Conditions and Notice to Offerors and Section M. Evaluation Factors for Award.) The work includes Construction Management Technical Support Services in the capacity of reviewing work produced by A/E for the various capital projects including MFP; MCP, and On-going Renovation, reviewing cost estimates and project schedules in detail, and oversight management support of the eventual construction contract.

B.3 INDEFINITE QUANTITY MINIMUM AND MAXIMUM

The FAR clause 52.216-22, “Indefinite Quantity” in Section I requires that the minimum and maximum contract amounts be set forth in the schedule. The minimum and maximum are set forth below:

The minimum amount that NGA will order of the life of this contract, including all option periods is $100,000.00. The maximum amount that NGA will order over the life of this contract is $6,750,000.00, which includes the Base year and all option years.

The total contract value shall not exceed $6,750,000.00 over the entire contract period. The maximum contract values for each contract period are as follows:

Base Year: 10/01/2010-09/30/2011 $1,350,000.00 Not to Exceed (NTE) Option Year 1: 10/01/2011-09/30/2012 $1,350,000.00 (NTE) Option Year 2: 10/01/2012-09/30/2013 $1,350,000.00 (NTE) Option Year 3: 10/01/2013-09/30/2014 $1,350,000.00 (NTE) Option Year 4: 10/01/2014-09/30/2015 $1,350,000.00 (NTE)

B.4 PRICING LABOR RATES WITH GOVERNMENT FURNISHED PROPERTY

Contractors may need extensive access to Gallery-owned property, equipment and materials to perform under this contract, including access to, and occupancy of the Gallery’s facilities. This requirement shall be in accordance with the Government Property Clause identified in Section I, and as described in Section F. 7 Government Furnished Property. The Gallery is requiring a reduced rate for each fully burdened fixed hourly rate for each labor category in Section B.5. The labor rates shall be broken-down separately to show the hourly rate, and the overhead/profit rate.

B.5 LABOR-HOUR CATEGORIES AND PRICING AMOUNT

The contractor shall prepare and submit a fully burdened fixed hourly rate, for the base period and each option years and include the following information:

1. Names of all personnel anticipated to be utilized in the execution of the work specified within this solicitation.

2. The discipline or labor category for each individual listed.

3. Additional disciplines or labor categories anticipated to be employed in the execution of the work specified within this solicitation.

4. The fully burdened fixed hourly rate for each labor category or individual listed and each option year. (hourly rates include wages, overhead, general and administrative expenses, and profit for each category of labor)

5. The Contractor shall provide this information for all subcontractors’ that are anticipated to be utilized in the performance of the SOW.

6. The Contractor shall provide a back-up breakdown of hours proposed for each labor category, including the unburdened hourly rate, indirect multipliers, other direct costs and profit.

7. The Contractor shall provide reason as to why the Offeror believes the pricing is fair and reasonable, and how it relates to most favored customer pricing.

8. If the Gallery is not offered discounts, terms, or conditions equal to or better than the firm’s most favored customer (the lowest price), explain why.

Base Year: (10/01/2010 through 09/30/2011) CLIN Title Hours Hourly

Rate Overhead/Profit Base

Year Total

0001 Principal in Charge 50 $ $ $ 0002 Project Executive 100 $ $ $ 0003 Sr Project/Construction

Manager 1600 $ $ $

0004 Field Inspection 2000 $ $ 0005 Quality

Control/Assurance 1000 $ $

0006 Project Construction Clerk /Admin

2000 $ $ $

Total (NTE) 6,750* $ $ $

*For purposes of proposal evaluation

Option Year 1: (10/01/2011 through 09/30/2012) CLIN Title Hours Hourly

Rate Overhead/Profit Base

Year Total

0001 Principal in Charge 50 $ $ $ 0002 Project Executive 100 $ $ $ 0003 Sr Project/Construction

Manager 1600 $ $ $

0004 Field Inspection 2000 $ $ 0005 Quality

Clerk /Admin

2000 $ $ $

Total (NTE) 6,750* $ $ $

*For purposes of proposal evaluation.

Option Year 2: (10/01/2012 through 09/30/2013) CLIN Title Hours Hourly

Rate Overhead/Profit Base

Year Total

0001 Principal in Charge 50 $ $ $ 0002 Project Executive 100 $ $ $ 0003 Sr Project/Construction

Manager 1600 $ $ $

0004 Field Inspection 2000 $ $ 0005 Quality

Clerk /Admin

2000 $ $ $

Total (NTE) 6,750* $ $ $

*For purposes of proposal evaluation.

Option Year 3: (10/01/2013 through 09/30/2014) CLIN Title Hours Hourly

Rate Overhead/Profit Base

Year Total

0001 Principal in Charge 50 $ $ $ 0002 Project Executive 100 $ $ $ 0003 Sr Project/Construction

Manager 1600 $ $ $

0004 Field Inspection 2000 $ $ 0005 Quality

Clerk /Admin

2000 $ $ $

Total (NTE) 6,750* $ $ $

*For purposes of proposal evaluation.

Option Year 4: (10/01/2014 through 09/30/2015) CLIN Title Hours Hourly

Rate Overhead/Profit Base

Year Total

0001 Principal in Charge 50 $ $ $ 0002 Project Executive 100 $ $ $ 0003 Sr Project/Construction

Manager 1600 $ $ $

0004 Field Inspection 2000 $ $ 0005 Quality

Clerk /Admin

2000 $ $ $

Total (NTE) 6,750* $ $ $

*For purposes of proposal evaluation.

SECTION C - STATEMENT OF WORK

C.1 Background Information

1. The Gallery is a highly complex set of buildings known as the West Building, Connecting Link and

East Building, totaling 1.4 million square feet, a 6.1-acre Sculpture Garden, 3 acres of skylights, and over 1,500 major pieces of equipment, all of which must be maintained under the strictest environmental conditions for the preservation of the art.

2. The Gallery’s Repair, Restoration and Renovation Program, which is comprised of a new Major

Critical Project: East Building Exterior Stone Repairs; the MFP projects; and Ongoing Renovation projects, was developed as an integrated approach to reducing the growing backlog of deferred maintenance. This program of facilities improvements is required to prevent the continued degradation of the physical plant and to ensure optimum operational effectiveness and efficiency of the Gallery’s facilities. Recognizing that the Gallery’s buildings were reaching an age at which many components were in need of major repair or replacement, and that some infrastructure systems were reaching the end of their useful lives, the Gallery undertook in 1997 the development of the MFP, with the following goals:

a. Continue to safeguard the Gallery’s art collection, the visiting public, and staff;

b. Extend the useful life of the facilities;

c. Limit the extent of gallery closings, maintain the schedule of special exhibitions, and minimize the impact of this work on public educational programs;

d. Reduce the risks to the collection, staff, and visitors and reduce the potential for emergencies;

e. Provide an organizing framework for effective implementation of infrastructure improvements and renovations; and Respond to new safety standards and building codes.

C.2 Project/Construction Management (PM/CM) Technical Support Services

The emphasis of this PM/CM Technical Support Services Contract is on project delivery methods and strategies related to the Gallery’s capital projects including MFP, MCP, and On-Going Renovation programs; construction management related to budget and schedule; and field support for the NGA’s construction COTR.

1. Project/Construction Management Support tasks may include, but are not limited to:

a. Monitor budgets (NGA task with consultant’s support)

b. Review other contractor’s proposals (NGA leads with consultant’s support)

c. Analyze cost decisions and make recommendations

d. Review cost estimates for changes and/or prepare cost estimates not prepared by

A/E (consultant)

e. Assist with Negotiation Preparation (consultant)

f. Review CPM Schedules and Changes (consultant)

g. Monitor Actual Project Costs vs. Budget Costs

h. Review all Offerors’ cost proposals and make recommendations

i. Prepare monthly Construction Status Updates for Senior Management on schedule, budget, pending changes, and major issues to be resolved.

2. Project/Construction Field Inspection tasks may include, but are not limited to:

a. Daily inspections and photographic documentation

b. Prepare Weekly Reports

c. Progress Meeting attendance

d. Daily work performance on site documentation such as conditions, activities and daily weather conditions

e. Review Contractor’s daily reports

f. Review As-Builts and other contractor close-out submittals

g. Coordinate On-Site work with Gallery Programs and Events

h. Witness testing, balancing, and commissioning activities

i. Confirm Time and Material work performed by Contractor

3. Construction Quality Assurance/Control (QA/QC) tasks may include, but are not limited to:

a. Participate in Preparatory Phase QA/QC meetings

b. Review Contractor’s QA/QC plans for accuracy and completeness

c. Participate in Initial Phase QA/QC meetings for each type of work

d. On-going QA/QC review and inspection of work site

e. Review of meeting minutes

4. Construction Phase Administrative tasks may include, but are not limited to:

a. Track and facilitate submittals process (via “e-Builder”, the Gallery’s web-based project management architecture or a similar web-based tool)

b. Coordinate contractor access and internal NGA processes

c. Progress Meeting attendance

d. Distribution and Review of meeting minutes /collating comments

e. Prepare submittals status report

f. Coordinate On-Site work with Gallery Programs and Events

g. Maintain Construction files

h. Maintain Project drawing and specifications

SECTION D - PACKAGING AND MARKING

D. 1 MARKING

1.. All information and submittals, including forms, reports, and other materials provided to the

Contracting Officer (CO), Contracting Officer’s Technical Representative (COTR), or other NGA staff pursuant to this contract shall be clearly marked with the contract number and task order number (if applicable) as follows:

Construction Management Technical Support Services Master Facilities Plan and On-Going Renovations Project No. MFP 0801

RFP-10-235

Contract No. To Be Determined

2. The Contractor is responsible for properly protecting all sketches, drawings, reports, models and other submission transmitted to the government. The Contractor is responsible for packaging its submission in a manner to preclude damage during shipping and handling. The Contractor is required to repair or replace any items damaged before delivery and acceptance by the COTR at no cost to the government.

SECTION E - INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with FAR 52.252-2 “CLAUSES INCORPORATED BY REFERENCE” (FEB 1998) in Section I of this contract. This contract incorporates one or more FAR clauses by reference, with the same force and effect as if they were administered in full text. Upon request, the CO will make the FAR clauses available in full text. Also, the full text of a FAR clause may be accessed electronically at this/these website(s): https://www.acquisition.gov/far/

E.2 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

The Contract shall comply with the following FAR clauses:

NUMBER TITLE DATE

52.246-4 INSPECTION OF SERVICES – FIXED PRICE AUG 1996

52.246-6 INSPECTION –TIME-AND-MATERIALS MAY 2001

52.246-16 RESPONSIBILITY OF SUPPLIES APR 1984

E.3 INSPECTION AND ACCEPTANCE RESPONSIBILITY

The COTR named in Section G is responsible for the inspection and acceptance of all work performed under this contract, including deliverables. In the event the deliverables or services provided are determined to be unacceptable, the COTR will include information on requirements for correction.

SECTION F - DELIVERIES OR PERFORMANCE

F.1. NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

52.242-14 SUSPENSION OF WORK APR 1984

52.242-15 STOP WORK ORDER AUG 1989

52.242-17 GOVERNMENT DELAY OF WORK APR 1984

F.2 SCHEDULE OF DELIVERABLES

The Contractor shall provide the required deliverables based on the schedule identified Scope of Work and in individual task orders issued by the Government. Specific means and format of deliverables will be specified in individual task orders.

https://www.acquisition.gov/far/

F.3 PERIOD OF PERFORMANCE

This Contract will have a base period and four (4) one-year option periods. The period of performance will be from date of execution through the end of the fiscal year. Thereafter the Gallery may in its sole discretion, extend the term for four (4) successive periods of one (1) year each (Option Years) in accordance with FAR Clause 52.217-9 Option to Extend the Term of the Contract is set forth in its full text in Section I. Options may be exercised via a contract modification.

Anticipated contract award is on or about October 1, 2010. The initial requirements of this contract shall be in support of the MFP Work Area 4. Project milestones include:

August 2010 - anticipated construction contract award, 20-month duration, Construction Completion Date (CCD) 2nd quarter 2012.

In addition, over the life of this contract, multiple projects may be running concurrently. A second Major Critical Project: East Building Exterior Stone Repairs is expected to begin in FY 2010 and continue through FY 2013.

Milestones include:

Date Action July 2010 100% Design Documents August 2010 Construction Solicitation September 2010 Receipt of Construction Contractor Proposals and Contract Award October to December 2010 Submittals January 2011 On-site Mobilization; 3.4 year duration; CCD FY 2014

F.4 SOLICITATION DELIVERABLES

SECTION DESCRIPTION QUANTITY DELIVERY DATE DELIVERY

TO:

L Proposal Due Date

5 Wednesday, June 30, 2010, No later than

3:00 PM

CS

L.1 Pre-Conference Confirmation

1 Wednesday, June 2, 2010, By 2:00 PM EDT

CS

L.1 Pre-Conference 1 Wednesday, June 9, 2010, beginning at 10:00

AM

Service Entrance CS

L.2 RFP Questions Friday, June 18, 2010.

By 12:00 PM EDT on

CS

F.5 NOTICE TO PROCEED

1. Following receipt from the Contractor of evidence of insurance within the time specified in Section

H of this contract, and following acceptance of these documents by the CO, the CO will provide to the Contractor a Notice to Proceed. The Contractor must then prosecute the work required hereunder.

2. It is possible that the CO may elect to issue the Notice to Proceed prior to receipt and acceptance of evidence of insurance required hereunder. Issuance of a Notice to Proceed by the Government before receipt of the required insurance certificates or policies shall not be a waiver of the requirement to furnish these documents.

F.6 INSURANCE INFORMATION

The Contractor must submit certificates of insurance and insurance policies to the CO for review and approval within ten (10) business days from the date of execution of the contract by the CO. Insurance requirements for this contract are delineated in Section H and FAR clause 52.228-5, entitled “Insurance Work on a Government Installation”.

F.7 GOVERNMENT FURNISHED EQUIPMENT

The Galley may provide government furnished property for this contract i.e., to include office, desk, chair, telephone, computer and basic office supplies.

SECTION G: CONTRACT ADMINISTRATION DATA

G.1 CONTRACT MANAGEMENT

The following individuals will be the Gallery’s points of contact during the performance of the Contract.

All contract administration matters shall be effected by the CO to include but not limited to communications pertaining to contract administration matters. No changes in or deviations from this contract are authorized unless directed in writing by the CO.

In no event shall any understanding or agreement between the Contractor and any Gallery employee other than the CO on any contract, modification, change order, letter or verbal direction to the Contractor be effective or binding upon the Gallery.

All such action must be formalized by a proper contractual document executed by the appointed CO. The Contractor is hereby put on notice that in the event a Gallery employee other than the CO directs a change in the work to be performed or increases the scope of the work to be performed, it is the Contractor’s responsibility to make inquiry of the CO before making the deviation. Payments will not be made without being authorized by the appointed Contracting Officer with the legal authority to bind the Government.

G.1.2 Contracting Officer (CO)

The CO is the only person authorized to make or approve any changes in any of the requirements of the contract and notwithstanding any provisions contained elsewhere in this contract. The said authority remains solely with the CO. The CO is authorized to appoint a Contract Specialist to perform administrative contracting functions for this contract. In the event the Contractor makes any changes at the direction of any person other than the CO, the change shall be considered to have been made without the authority of the CO and no adjustment shall be made in the contract price to cover any increase in costs incurred as a result thereof. The CO is also responsible for making the final decisions on matters under dispute, unsatisfactory conformance, as well as contract terminations for convenience or default.

Henrietta V. Brox-Campbell is hereby designated as the CO. The Government without prior notice may change the CO at any time to the Contractor, but notification of the change, including the name and address of the successor CO, shall be promptly provided to the Contractor in writing.

Name: Henrietta V. Brox-Campbell Title: Contracting Officer/Deputy Chief Location: National Gallery of Art

601 Pennsylvania Avenue, NW South Building – Suite 300 – Room 380 Washington, DC 20004

Mailing Address: 2000B South Club Drive

Landover, MD 20785

Phone: (202) 842-6408 Fax: (202) 312-2792 Email Address: h-brox@nga.gov

G.1.3 Contract Specialist (CS)

The CS has the overall responsibility for the administration of the contract. The CS is authorized to take actions on behalf of the Gallery to amend, modify, or deviate from the contract terms, conditions, requirements, specifications, details, and/or delivery schedules within the authority delegated by the CO.

Denise Borjon-Gilson is hereby designated as the CS. The Government without prior notice may change the CS at any time to the Contract, but notification of the change, including the name and address of the successor CS, shall be promptly provided to the Contractor in writing.

Name: Denise Borjon-Gilson Title: Contract Specialist Location: National Gallery of Art Office of Procurement and Contracts (APC) 601 Pennsylvania Avenue, NW South Building – Suite 300 – Room 3704 Washington, DC 20004 mailto:h-brox@nga.gov

Phone: (202) 842-6344 Fax: (202) 312-2792 Email Address: db-gilson@nga.gov

G.1.4 Contracting Officer’s Technical Representative (COTR)

The COTR shall be designated on authority by the CO to monitor all technical aspects and assist in the administration of this contract. A copy of the CO’s letter of designation shall be issued to the COTR with a copy furnished to the Contractor, stating the responsibilities and limitations of the COTR. This letter shall clarify to all parties of the contract the responsibilities of the COTR. The duties of the COTR include but are not limited to: assuring the Contractor’s compliance with the technical requirements, performing or arranging necessary inspections in connection with the technical performance, maintaining both written and oral communications with the Contractor, notifying the Contractor and the CO of any deficiencies observed, monitoring the Contractor’s overall performance, and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment.

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

The CO will designate, in writing, an authorized representative(s) to discharge such duties and responsibilities as may be delegated to him. The representative (s) will not have authority to change or alter any of the terms and conditions of the contract. The CO is the sole authority to make changes in the contract. The Contractor will be furnished a copy of the COTR Delegation Letter at the time of contract award.

Alison Hunt is hereby designated as the COTR. The Government without prior notice may change the COTR at any time to the Contract, but notification of the change, including the name and address of the successor COR, shall be promptly provided to the Contractor in writing.

Name: Alison Hunt Title: Senior Engineer / Senior Program Manager Location: National Gallery of Art Office of Architecture and Engineering (AAE)

601 Pennsylvania Avenue, NW South Building – Suite 300 – Room 357 Washington, DC 20004 mailto:db-gilson@nga.gov

Phone: (202) 842-6836 Fax: (202) 789.4981 Email Address: A-Hunt@nga.gov

G.2 CORRESPONDENCE

All correspondence submitted by the Contractor (except for invoices and reports) shall be subject to the following procedures:

1 Technical Correspondence: All technical correspondence concerning performance of this contract shall be addressed to the NGA’s COTR, with an information copy of the correspondence to the CS.

2 Non-technical Administrative Correspondence: All correspondence, other than technical correspondence, shall be addressed to the NGA’s CS designated in the clause in Section G entitled CS, with information copies of the correspondence to the COTR.

3 Subject Line(s) All correspondence shall contain a subject line commencing with the contract number and project number, as illustrated below:

SUBJECT: Contract No. XXX, Task Order #XXX. (to be determined)

G.3 PAYMENT INFORMATION

Payment shall be made for services accepted by the COTR that have been delivered to the delivery destination(s) set forth in this contract. The COTR will pay the Contractor as follows upon the submission of the invoices approved by the COTR & CO:

1. Hourly rate.

2. The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

3. The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

4. Invoices may be submitted once each month (or at more frequent intervals, if approved by the

COTR)

5. The Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in section B.4) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

6. The hourly rates in Section B.4 shall not be varied by virtue of the Contractor having performed work on an overtime basis.

mailto:c-miller@nga.gov

G.3.1 Other Cost

Other Costs: Unless listed below, other direct and indirect costs will not be reimbursed.

1. Other Direct Costs: The Gallery will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph G.3 of this clause: Each order must list separately, the elements of other direct charge(s) for that order or, if no reimbursements for other direct costs are provided, insert “None”.

2. Indirect Costs: (Material Handling, Subcontract Administration, etc.). The Gallery will reimburse the Contractor for indirect costs on a basis over the period of contract performance at the following fixed price: Each order must list separately, the elements of other direct charge(s) for that order or, if no reimbursements for other direct costs are provided, insert “None”.

3. Total Cost: It is estimated that the total cost to the Gallery for the performance of this Contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this Contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the CO giving a revised estimate of the total price to the Gallery for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the ordering activity for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the CO giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the ordering activity has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the CO will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

4. Ceiling Price: The Gallery will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the CO notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

5. Access to Records: At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

a. Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

b. For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

c. The original timecards (paper-based or electronic);

d. The Contractor’s timekeeping procedures;

1. Contractor records that show the distribution of labor between jobs or Contracts.

2. Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoice

3. For material and subcontract costs that are reimbursed on the basis of actual cost—

4. Any invoices or subcontract agreements substantiating material costs.

5. Any documents supporting payment of those invoices.

G.3.2 PAYMENT MADE BY

Payment shall be made by:

Location:

General Accounting (TGA)

National Gallery of Art 601 Pennsylvania Avenue, NW North Building – Suite 458 Washington, DC 20004-2601

Phone: (202) 842-6882 Fax: (202) 789-3177

G.4 INVOICING

The original invoice shall be submitted directly to the COTR for verification and approval, prior to being forwarded for payment. The Contractor shall submit proper invoices on a monthly basis for any work performed during the month being invoiced. All invoices shall be addressed as indicated below:

Alison Hunt (AAE) National Gallery of Art 2000B South Club Drive Landover, MD 20785 To constitute a proper invoice, each invoice submitted shall include the following information and/or attached documentation:

(1) Name and address of the Contractor;

(2) Invoice date and number;

(3) Contract number

(4) Description, price, and quantity of services/supplies actually rendered/delivered;

(5) Delivery date or Period of Performance covered by the invoice;

(6) Payment Terms;

(7) Name and address of the Contractor’s official to whom payment is to be sent. The

“Remit To” address must correspond to the remittance address in the contract

(8) Name, title, phone number, and mailing address of contact person to be notified in the event of a defective invoice;

(9) Other substantiating information or documentation as required by the contract; and

(10) The following statement on the first page of each original invoice:

COTR’s CERTIFICATION

I certify to the best of my knowledge and belief that the services/supplies shown on the invoice have been performed/delivered and are accepted.

COTR Signature Date

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 CO in writing and request instructions for disposition of the overpayment.

The final invoive shall be prepared in the manner described in FAR clause 52.232-5 Payments under Fixed- Price Commercial Contracts (Sept 2002); marked “FINAL INVOICE” and sent to the COTR for processing.

G.5 52.232-34 PAYMENT BY ELECTRONIC FUNDS TRANSFER- OTHER THAN CENTRAL

CONTRACTOR REGRISTRATION (May 1999)

The Contractor is required to provide the Government with the information required to make payment by EFT (see paragraph (j) of this clause). The Contractor shall provide this information directly to the office designated in this contract to receive that information (hereafter: “designated office”) no later than 15 days prior to submission of the first request for payment.

SECTION H — SPECIAL CONTRACT REQUIREMENTS

H.1 NGA REQUIRED INSURANCE

In accordance with FAR clause 52.228-5, the following insurance requirements for this contract are provided herein:

(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 contractor, 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) 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.

(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;

(ii) Professional Liability insurance with a limit of not less than $1,000,000.00, per claim. $2,000,000 aggregate per year. 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:

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

H.2 TIME FOR SUBMISSION OF EVIDENCE OF INSURANCE

The Contractor shall provide evidence of the insurance required under this contract within ten (10) calendar days after contract award. Failure to timely submit this evidence, in a form acceptable to the CO, may result in rescinding or termination of the contract by the Government.

H.3 KEY PERSONNEL

The Contractor shall use the Key Personnel identified and listed in Technical Proposals in the performance of this contract. Individual task orders may also have additional Key Personnel designated specifically for those orders.

List Key Personnel

NAME TITLES TELEPHONE

NUMBER

ELECTRONIC

MAIL

Principal in Charge Project Executive Senior

Project/Construction

Manager

H.4 CHANGES IN KEY PERSONNEL

A. Certain skilled experienced professional and/or technical personnel are essential for successful Contractor to accomplish work under this contract. These are defined as “Key Personnel” and are those persons whose resumes will be submitted for evaluation of the proposal and identified in Section B.5 and Section H.3. The Contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs (b) and (c) hereof:

B. If one or more of the key personnel for whatever reason becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding thirty (30) work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall immediately notify the CO in writing.(not later than 10 calendar days of knowledge of change) The Contractor shall be subject to the concurrence of the CO or COTR, and promptly replace such personnel with personnel of at least substantially equal ability and qualifications.

C. All requests for approval of substitutions must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The Contractor shall provide a complete resume for the proposed substitute, and any other information requested by the CO or needed by the CO to approve or disapprove the proposed substitution. The CO or COTR will evaluate such requests and promptly notify the contractor of his approval or disapproval thereof in writing.

D. If the CO determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would substantial impair the successful completion of the contract or the services ordered, the contract may be terminated by the CO for default or for the convenience of the Gallery as appropriate, or, at the discretion of the CO. If the contractor is at fault for the condition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultant delay, loss, or damage.

E. The Contractor shall updated Resumes each option year, to include each Key Personnel designated to this contract. The contractor shall submit the resumes to the CS, prior to the modification to extend each option year.

H.5 AUTHORIZED NEGOTIATORS

The Contractor shall, in the spaces provided below, fill in the names of all persons authorized to negotiate with the Government in connection with this request for proposals or quotations. (List the names, titles, and telephone numbers and electronic mail addresses of the authorized negotiators.)

NAME TITLES TELEPHONE

NUMBER

ELECTRONIC

MAIL

Principal in Charge

H.6 DISCLOSURE OF INFORMATION

The Contractor assumes responsibility for protection of the confidentiality of Gallery information that is made available to the Contractor, its employees and agents, in the course of performing under this contract.

Such information shall be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to any person except 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. Accordingly, the Contractor is expected to abide by the NGA non-disclosure agreements signed during the interview process.

Discussion of project information including project delivery strategies, costs, schedules, means and methods without express consent of the Gallery is strictly prohibited.

H.7 PUBLIC USE OF THE NAME OF THE NATIONAL GALLERY OF ART

The Contractor shall not refer to the Gallery or use the Gallery’s name for any reason whatsoever without the express prior written approval of the Gallery provided, however, that the Contractor shall have the right to use the name of the Gallery as it may be required by law.

H.8 NATIONAL GALLERY OF ART CONFINDENTIALITY & NON-DISCLOSURE

CONDITIONS (DEC 2007)

The National Gallery of Art Confidentiality & Non-Disclosure Conditions dated December 2007 is incorporated hereto as if included in its full text.

H.9 COMPLIANCE WITH LAWS AND REGULATIONS

A. The Contractor shall comply with city, state and federal laws, regulations and/ or ordinances pertinent to performance of the contractual services required under this contract in effect at the time the Contractor performs its services. It is the responsibility of the Contractor to perform services only after necessary clearances have been provided.

B. The Contractor and his employees shall observe all rules and regulations issued by the Gallery to fire, safety, sanitation, severe weather, admission to the installation, conduct of operations and so forth.

C. Fire Regulations. All rules and regulations issued by the National Board of Fire Underwriter covering storage and use of flammable mixtures, which might constitute a fire hazard, shall be observed by the Contractor and his employees.

D. Safety Regulation. All rules, which are or may be imposed upon the Contractor by Federal, State or municipal code and the applicable installation regulations shall be effectively carried out in the performance of the service contemplated herein. The Contractor shall take proper safety and health precautions to protect the work, the employees, the public and the property of others. In performing any part of this contract on premises, which are under the direct control of the Government, the Contractor, agents, servants or employees shall:

(1) Comply with and cooperate in all corrective and preventative measures or controls prescribed by the State or the Federal Government for protection of life and health of persons as required by Occupational Safety and Health Administration (OSHA), or for the prevention of damage to property and material.

(2) Participate fully in any safety or accident prevention program of any Government installation, which the Contractor, or his agents, servants or employees, may be required to enter during the life of this contract.

(3) Comply with the safety standards, regulations, directions, and requirements of the local commander, or his authorized, representative, applicable to the site of work and to perform such work in a safe manner.

(4) Exercise care and due precautions commensurate with the dangers or hazards of the work being performed with due consideration of physical surroundings, equipment, facilities, personnel and other factors involved.

(5) Report immediately to the local commander, or his authorized representative, all accidents involving the Contractor, or his agents, servants or employees, which occur ion a Government installation or other premises under the direct control of the Government.

H.10 RESPONSIBILITY FOR LOSS, PERSONAL INJURY OF CONTRACTOR PERSONNEL

The Government will not be responsible or held liable for any loss, damage, personal injury or loss of life of Contractor personnel, not caused by the Fault, negligence, wrongful omission of the Government, its agents or its employees, occurring at any time such personnel are entering, exiting, using, or occupying Government property or facilities in performance of this contract.

The Contractor shall be liable for and shall indemnify and hold harmless the Gallery, its employees, against all actions or claims for damages to persons, property, or the injury or death of persons, to the extent caused by the negligence, or willful misconduct or negligent omission of the Contractor, its agents, or employees.

H.11 LEGAL HOLIDAYS

For a complete listing of the current Federal Holidays, refer to the Office of Personnel Management Website on www.opm.gov/fedhol.

H.12 ELECTRONIC CORRESPONDENCE

Direction via email from the CO is authorized and shall be regarded as signed direction from the CO to the Contractor.

H.13 RELEASE, PUBLICATION, AND USE OF GOVERNMENT FURNISHED DATA

No Contractor shall have the right to use, release to others, reproduce, distribute, or publish any government furnished data first produced or specifically used by the contractor in the performance of this contract with prior written permissions from the Gallery.

http://www.opm.gov/fedhol

H.14 TAX EXEMPTION

The National Gallery of Art is classified as a 501I (3) nonprofit organization by the Internal Revenue Service and is exempt from federal income taxes under provisions of 501I (3) of the Internal Revenue Code. (Attachment)

H.15 APPROVAL TO SUBCONTRACT

In order to maintain a complete understanding of the requirement for the high level of workmanship demanded by this contract, the Gallery reserves the right to approve any subcontractors, prior to commencement of work.

H.16 SMALL BUSINESS SUBCONTRACTING PLAN

The Small Business Subcontracting Program is based on Public Law 95-507 that was passed in 1978 to ensure that prime contractors further the goals of increasing participation of small businesses in federal procurement. Originally focused on only small and small disadvantaged businesses, the subcontracting program now includes women-owned small businesses. The government requires the adoption of Federal Acquisition Regulation (FAR) 52.219-8, Utilization of Small, Small Disadvantaged and Women-Owned Small Business Concerns, in all purchases/contracts over $25,000 that offer subcontracting opportunities.

The legislation requires certain prime contractors and subcontractors to prepare formal subcontracting plans. The law specifically requires submission and implementation of a subcontracting plan for all negotiated acquisitions exceeding $550,000, including options, ($1 million for construction), as well as reporting and record keeping for contractors with plans. Information related to preparing a subcontracting plan may be found on FAR 19.704, Subcontracting plan requirements, and FAR clause 52.219-9, Small Business Subcontracting Plan. An example of a plan may be found on (http://acquisition.gov/far/index.html) (*Subcontracting Plan only Required if Large Business*) (see Attachment 11 example)

H.17 FAR Subpart 9.5 — ORGANIZATIONAL CONFLICT OF INTEREST (MAR 2000)

A. The Contractor warrants that, to the best of the Contractor’s knowledge and belief, there are no relevant facts or circumstances, which could give rise to an organizational conflict of interest, as, defined in FAR Subpart…