NGA-RFP-12-415 PCD Preventive Maintenance.pdf

pro forma Contract RFP (NGA-RFP-12-415), Attachment 1

Request for Proposal (RFP) Photographic Curatorial Department Preventive Maintenance

Reference Number: NGA-RFP-12-415

RFP, Attachment 1

Pro forma Contract

CONTRACT

This Contractual Agreement (the “Contract”) (ref no. [Gallery Fill-In]) is made as of [Gallery Fill-In]) (the “Effective Date”) by and between the National Gallery of Art (the “Gallery” or “NGA”) and [Vendor Fill-In]) (the “Contractor”) (each a “Party” and together the “Parties”). The Parties, by their respective duly authorized representatives, have caused this Contract to be executed on the date shown on the form identified under Section A, hereto. The Parties agree as follows:

PART I. The Schedule

SECTION A. SOLICITATION OR CONTRACT FORM

A.1. Form. The SF 1449 form is hereby incorporated into this Contract.

A.2. Definitions. The defined terms in Exhibit 1 are hereby incorporated into this Contract.

SECTION B. SUPPLIES OR SERVICES & PRICES OR COSTS

B.1. Brief Description of the Work. The Contractor shall provide preventive maintenance, inspection and services for the National Gallery of Art’s, Photographic Curatorial Department (DCPH) mechanical systems and equipment located at Sixth Street and Constitution Avenue NW, Washington, DC 20565-0001.The Contractor shall furnish all supplies and services necessary to perform in an efficient and effective manner set forth in Section C: Statement of Work, and elsewhere in this Contract.

B.2. Contract Type. As further described under this Section and under Section F, hereto, this Contract has a Base Year and four (4) Option Years each of which will have a firm-fixed price component and a time-and-materials component. After expiration of the final Option Year, the Gallery may at its sole discretion, offer to extend the term for five (5) additional one-year option periods for exceptional performance and outstanding customer service without additional competition.

B.3. Firm Fixed Price Component.

A. Fixed Price Compensation. The Gallery shall compensate the Contractor for all Preventative Maintenance, Inspection and Services (PMIS) task defined herein (collectively, the “PMIS Task”) on a firm fixed price basis. As consideration for successful accomplishment of the PMIS Task for the Base Year the Gallery will pay to the Contractor $ [Vendor Fill-In], which fee shall not increase by more than 3% per annum for each Option Year made part of the is Contract. The payments under this clause are hereafter referred to as the “PMIS Annual Fees”.

B. Performance Based Payments. FAR Clause No. 52.232-32 Performance-Based Payments (Aug 2010) is incorporated into this Contract by reference and shall constitute part of this Contract as if fully set forth herein. In accordance with 52.232-32, each PMIS Annual Fee shall be paid to the Contractor in finance payments (each a ‘Performance Based Payment’ or Installment’), with each Installment paid upon successful accomplishment of the milestones listed below. At the end of each Contract Year upon the Gallery’s acceptance of all work required in such year, the Gallery will pay the Contractor the balance remaining of the PMIS Annual Fee for that Contract Year (the “Retainage”) which shall be 10% of each PMIS annual Fee.

Milestones Percentage of PMIS Annual Fee

Description Of Milestones Bi-Monthly PMIS Visit

Milestone Scheduled

Completion Date Milestone 1 15% First Bi-Monthly Nov Milestone 2 15% Second Bi-Monthly Jan Milestone 3 15% Third Bi-Monthly Mar Milestone 4 15% Fourth Bi-Monthly May Milestone 5 15% Fifth Bi-Monthly Jul Milestone 6 15% Sixth Bi-Monthly Sep Retainage 10 % Oct

B.4. Time and Materials Component.

A. Service Calls. The Gallery shall compensate the Contractor for Routine Services Calls and Emergency Service Calls on a time-and-materials basis in accordance with FAR Clause No. 52.323-7 Payments Under Time-and-Materials and labor-Hour Contracts (Aug 2005) (Alternate I Mar 2000) which is incorporated into the Contract by reference and shall constitute part of this Contract as if fully set forth herein. In the Base Year, the rates charged shall be the fully loaded labor hour rates set forth below, which rates shall not increase by more than 3% per annum for each Option Year made part of this Contract. However, the Gallery will only compensate the Contractor for time expended while on the job site at the Gallery.

Routine Services Calls (rate per hour) $[Vendor Fill-In]) Emergency Service Calls (rate per hour) $[Vendor Fill-In])

B. Not-to-exceed. A ceiling price of [Gallery Fill-In] (the “Service Call Ceiling Price”) is hereby established for all labor and materials under this Contract, which pursuant to FAR Clause No. 52.323-7 the Contractor exceeds at his own risk.

B.5. Price Schedule Excel spreadsheet. The contractor shall complete the attached pricing schedule excel spreadsheet in the attached Exhibit 2.

SECTION C. STATEMENT OF WORK/SPECIFICATION

C.1. Statement of Work. The Statement of Work provided as Exhibit 3 herein is hereby incorporated into this Contract. The Contractor shall, at no cost to the Gallery other than as expressly provided herein, timely perform the services and deliver orders, and other materials required by the Statement of Work.

SECTION D. PACKAGING AND MARKING.

D.1. Marking. All information and submittals, including forms, reports, and other materials provided to the Gallery shall be clearly marked with the contract number as follows:

NGA Contract Number [Gallery Fill-In] Project Name: Photographic Curatorial Department

Preventive Maintenance

D.2. Packaging and Packing. The contractor shall package and pack materials in such a manner that will ensure delivery, storage, and handling of products using methods that will prevent damage, loss, and theft, e.g.: individually warped from manufacture, plastic bag, boxes, or poly bags etc.

SECTION E. INSPECTION AND ACCEPTANCE

E.1. Standard of Care. The standard of care shall be the highest professional standards applicable to those specializing in providing services and wor k of the specific type, scope, and complexity required hereunder

E.2. Quality Assurance and Control

A. The Contractor shall be responsible for performing all quality assurance oversight, inspections and test necessary to substantiate that the products or services furnished conform to the standard of care.

B. Gallery Quality Assurance: The Gallery’s Quality Assurance Surveillance Program is not a substitute for quality control by the Contractor. Findings of unsatisfactory or non-performed work will be documented and a Quality Deficiency Service Report (Exhibit 10) will be issued to the Contractor. All costs associated with rework shall be the responsibility of the Contractor. The Gallery reserves the right to choose the inspection methods to be used in the implementation of the Quality Assurance program and to vary the inspection methods utilized during the performance of work without notice to the Contractor.

C. Contractor Quality Control Program: The Contractor shall prepare and maintain a Quality Control Program (QCP) to ensure that work performed herein conforms to contract requirements. The Contractor’s QCP shall be submitted to the COR for review and approval within ten (10) working days following contract award. The COR will review the QCP and provide comments to the Contractor within five (5) working days following receipt of the plan. The Contractor shall finalize the QCP within five (5) working days following receipt of the comments. In the event that an agreement cannot be reached, the Gallery reserves the right to direct the QCP.

E.3. Defects. In no event shall the Gallery’s approval of the products and services excuse the Contractor from providing revisions to such products or re-performance of such services at no cost to the Gallery provided that the purpose of such revisions or re-performance is to correct defects caused by the Contractor.

E.4. The Contracting Officers Representative (COR) named in herein is responsible for the inspection and acceptance of all work performed under this contract, including deliverable. In the event the deliverables or services provided are determined to be unacceptable, the CPR will provide the Contract or with information on requirements for the correction.

E.5. Formal Deliverable Acceptance. Submissions identified in this Contract using the term “deliverable” “submission” or a similar term (collectively, the “Formal Deliverables” “Delivery Order” ) will undergo formal acceptance by the Gallery based on the following acceptance criteria: it conforms to the agreed to standard of care and satisfies the objectives and stipulated contract requirements, it reports achievement of the specified test for any test required hereunder, and satisfies any criteria specified herein or otherwise mutually agreed to prior its submission. The Contractor shall provide each Formal Deliverable (to the Gallery on a timely basis at the times specified in this Contract. Any Formal Deliverable provided to the Gallery on a timely basis will be accepted or rejected in writing by the Gallery within ten (10) business days of its receipt (unless a different time period is specified elsewhere in this Contract). The Gallery will have the right to reject or require correction of any deficiencies found in the Formal Deliverables.

After receiving Gallery feedback, the Contractor will have five (5) business days (unless a different time period is specified elsewhere in this Contract) to revise the deliverable pursuant to the Gallery’s feedback (or provide reasons why the feedback should not be incorporated) and resubmit the final deliverable to the Gallery for approval. After this final submission, the Gallery will have ten (10) business days to approve the final submission (unless a different time period is specified elsewhere in this Contract). The work for any Formal Deliverable shall continue until the Gallery agrees in writing that acceptance criteria for that submission are satisfied, or in its sole discretion, the Gallery in writing approves that submission “as noted”, requiring the Contractor to complete the items noted on or by the date indicated in the approval.

SECTION F. DELIVERIES OR PERFORMANCE

F.1. Deliverables

The following Formal Deliverables are due on the dates indicated.

Deliverables Equipment Check List Due Equipment Air Handling Checklist.AHU-17 6 occurrences per annum -24 hours following each PMIS Cold Box Evaporator 6 occurrences per annum -24 hours following each PMIS Dehumidification Unit (Serves Cold Box) 6 occurrences per annum -24 hours following each PMIS Air Cooled Condensing Units (CU-1-CU-2 & Cu-3) 6 occurrences per annum -24 hours following each PMIS Duct Mounted Hot Water Heating Coils (DC-1, DC-2, DC-3) 6 occurrences per annum -24 hours following each PMIS Hot Water Heating Control Valves (Duct Mounted Hot Water Heating Coils DC-1, DC-2, DC-3)

6 occurrences per annum -24 hours following each PMIS

Duct Mounted Fire Dampers 6 occurrences per annum -24 hours following each PMIS Motorized Air Control Damper 6 occurrences per annum -24 hours following each PMIS Manual volume Damper 6 occurrences per annum -24 hours following each PMIS Cold Box Control Panel 6 occurrences per annum -24 hours following each PMIS Leak Detection System 6 occurrences per annum -24 hours following each PMIS Inergen Control Panel & Fire Suppression System 4 occurrences per annum -24 hours following each PMIS

Semi-Annual Inspection (PM#5 Only) Semi-annual Quarterly Inspection (PM#4,5,6 Only) Quarterly Quality Control Plan 10 working days from Award.

Safety Plan 10 working days from Award.

Insurance Information 10 working days from Award.

Security Forms 15 working days from Notice to Proceed & 7 days prior to commencement of work.

F.2. Place of Performance. Work under this Contract will be performed at the National Gallery of Art located at Sixth Street and Constitution Ave NW, Washington, DC 20565-0001 for the Photographic Curatorial Department in the West Building.

F.3. Period of Performance. This Contract shall be effective and shall govern the relationship between the Parties during the term hereof unless pursuant to its terms this Contract is terminated on an earlier date. The term shall commence on October 1, 2012, 2012 and shall expire (1) year thereafter on the first anniversary thereof (‘Base Year’). Thereafter, The Galley 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 No. 52.271-9 Option to Extend the Term of the Contract is set forth in its full text in Section I. Options may be exercised via contract modification (SF-30). The Gallery may at its sole discretion, extend the term for five (5) additional one-year option periods for exceptional performance and outstanding customer services without additional completion.

F.4. Incentive. As an incentive, and at the discretion of the Contracting Officer, and contingent upon a continuing need for the service and the availability of funds the NGA may award the Contractor five (5) additional one-year option periods for exceptional performance and outstanding customer service without additional competition. Exceptional service examples included but not limited to excellence in the areas of cost, schedule, and technical performance in addition, the following quality of service and product examples:

Compliance with Contract Requirements Accuracy of Reports Effectiveness of Personnel Technical Quality Responsiveness to Technical Direction Anticipating and Controlling Price Increases Providing Current, Accurate and Complete Billings Meeting Milestones/Delivery Schedules/Deadlines Effective Management, Including Subcontractors Reasonable, Cooperative Behavior Quick Notification of Problems and Potential Problems Presentation of Reasonable Resolutions to Problems Willingness/Ability to Accommodate Changes to the Gallery’s Requirements

Commitment to Customer Service

The Contracting Officer will request the Contractor submit new pricing proposal, if the incentive options years are awarded.

F.5. Period of Operation. For work performed at the Gallery, all work must be performed Monday through Friday between the hours of 7:00AM and 4:00PM, unless otherwise agreed to by the Gallery.

F.6. Government Holidays. The Gallery observes the following government holidays:

New Year’s Day January 1 Birthday of Martin Luther King, Jr. Third Monday in January Washington’s Birthday Third Monday in February Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day November 11 Thanksgiving Day 4th Thursday in November Christmas Day December 25

Holidays falling on Saturdays are observed on the preceding Friday, while those holidays falling on Sundays are observed on the Monday following the holiday. The Contractor shall comply with the aforementioned Government holidays and any other day designated by Federal Statute, Executive Order, or Presidential proclamation. Gallery offices are closed to the Contractor’s staff on the day(s) these holidays are observed. In addition, work shall not be required of the Contractor when Federal employees are released from work early due to inclement weather conditions or when Federal offices are closed due to inclement weather conditions. The COR will notify the Contractor when early release of Federal employees has been authorized.

F.7. Approval of Subcontractors: In order to maintain the high level of workmanship is required under this Contract, subcontractors or consultants required by the Contractor for contract performance will be limited to individuals or firms identified in this Contract, if any. The Contractor must provide advance written notice to the Gallery and seek the Gallery’s written consent before subcontracting any other work under this Contract. The Gallery reserves that right to revoke its consent to subcontract to any firm if the Gallery has determined such revocation is required to protect the Gallery adequately because of among other things, performance, professionalism, safety or security issues or similar issues.

F.8. Notice of Delay. In the event that conditions arise which are likely to cause, or are actually causing delays, or which the Contractor believes may result in a delay, the Contractor shall notify the Contracting Officer in writing of the effect and shall state in what respects, if any, the identified issues are causing in the delay. The Contractor shall include the revised delivery date.

Notwithstanding, revisions to the approved time schedule shall only be made with the approval of the Contracting Officer.

F.9. Excusable Delays. The Contractor will be allowed time, not money, for excusable delays as defined in 52.249-8, Default (Fixed- Price Supply and Service) (1984). Examples of such cases include (l) acts of God or of the public enemy, (2) acts of the United States Government in either its sovereign or contractual capacity, (3) acts of the government of the host country in its sovereign capacity, (4) acts of another contractor in the performance of a contract with the Government, (5)fires, (6) floods, (7) epidemics, (8) quarantine restrictions, (9) strikes, (l0) freight embargoes, (11) delays in delivery of Government furnished equipment and (12) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor, and the failure to perform furthermore (1) must be one that the Contractor could not have reasonably anticipated and taken adequate measures to protect against, (2) cannot be overcome by reasonable efforts to reschedule the work, and (3) directly and materially affects the date of final completion of the project.

F.10. Post Award Conference. A post award conference will be held 10 days, after contract award at the National Gallery of Art, 601S. Pennsylvania Ave, NW Suite 300, Washington DC, 20004-2601 to discuss the submittals, specifications, notice to precede, security and safety, and other related contract issues that affect the progress under this contract.

F.11. Safety Plan. The Contractor shall prepare a Safety Pan to ensure work performed conforms to contract requirements. The Contractors’ Safety Plan shall be submitted to the COR for review and approval within ten(10) working days following contract award. The COR will review the Safety Plan and provide comments to the Contractor within five (5) working days following receipt of the plan. The Contractor shall finalize the Safety Plan within five (5) working days following receipt of the comments. In the event that an agreement cannot be reached, the Gallery reserves the right to direct the Safety Plan.

F.12. Insurance Information. The Contractor must submit certificates of insurance and insurance policies to the Contracting Officer for review and approval within ten (10) business days from the date of execution of the contract by the Contracting Officer. Insurance requirements for this contract are delineated in Section H and FAR clause 52.228-5, entitled “Insurance—Work on a Government Installation”.

SECTION G. CONTRACT ADMINSTATION DATA

G.1. Contract Management. The following individuals will be the Gallery’s points of contact during the performance of the Contract.

G.1.1. Contracting Officer (CO).

A. The Contractor is hereby put on notice that in the event a Gallery employee other than the Contracting Officer (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.

B. 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. 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.

C. Denise B. Gilson 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. The CO’s contact information is identified below:

Name:

Denise Borjon Gilson

Title: Contract Specialist Location Address:

National Gallery of Art 601 Pennsylvania Avenue, NW South Building –Suite 300 – Room 3704 Washington, DC 20004

Mailing Address:

2000B South Club Drive Landover, MD 20785

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

G.1.2 Contracting Officer’s Representative (COR).

A. The COR 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 COR with a copy furnished to the Contractor, stating the responsibilities and limitations of the COR. This letter shall clarify to all parties of the contract the responsibilities of the COR. The duties of the COR 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.

B. The COR 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.

C. James Cromwell is hereby designated as the COR. The Government without prior notice may change the COR 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. The COR’s contact information is as follows:

Name: James Cromwell Title: Mechanical Engineer Location Address:

National Gallery of Art 601S Pennsylvania Ave, NW Washington, DC 20565-0001

Mailing Address:

2000B South Club Drive Landover, MD 20785

Voice: (202) 789-3211(O)

(202) 409-1773 (C)

Fax: (202) 789-3034 Email: j-cromwell@nga.gov

G.2. Invoice Requirements.

A. Submit To. All invoices shall be addressed as indicated below. Invoices submitted via email is the preferred method.

William Burns, Deputy Chief of Engineering w-burns@nga.gov

Courtesy Copy invoices to the following individuals:

James Cromwell at j-cromwell@nga.gov Denise B. Gilson at db-gilson@nga.gov mailto:db-gilson@nga.gov mailto:j-cromwell@nga.gov mailto:w-burns@nga.gov mailto:j-cromwell@nga.gov mailto:db-gilson@nga.gov

If email is not available, the invoice shall be addressed as indicated below:

Name: William Burns Title: Deputy Chief of Engineering

Mailing Address:

2000B South Club Drive Landover, MD 20785

Voice: (202) 789-3183 Fax: (202) 789-3034

B. Proper Invoice. To constitute a proper invoice, each invoice submitted shall include the following information and/or attached documentation:

a. Name and address of the Contractor.

b. Invoice date and number.

c. Contract number.

d. Description, price, and quantity of services/supplies actually rendered/delivered.

e. Delivery date or Period of Performance covered by the invoice

f. Payment Terms.

g. 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.

h. Name, title, phone number, and mailing address of contact person to be notified in the event of a defective invoice.

i. Other substantiating information or documentation as required by the contract.

j. The following statement on the first page of each original invoice:

COR’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.

COR Signature Date

C. Duplicate Payments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the

Gallery has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer in writing and request instructions for disposition of the overpayment.

D. Final Invoice. The final invoice shall be marked “FINAL INVOICE” and sent to the Contracting Officer for processing and Contract Closeout.

E. Method of Payment. Payment will be made by Electronic Funds Transfer (EFT) and/or the Government Purchase Card for delivery orders. The Contractor shall provide his/her EFT information to the following address (the “Payment Office”):

Attn: Ruth Lewis, Operating Account – Federal Operations

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

SECTION H. SPECIAL CONTRACT REQUIREMENTS

H.1. Disclosure of Gallery 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 the work contracted for hereunder or any information developed by the Contractor pertaining to the Gallery’s business affairs or security matters (collectively, the “Confidential Information”). Confidential Information shall be used only for the purpose of carrying out the work and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of the work and shall be returned to the Gallery as soon as it is not necessary in the performance of the work, or at any time upon the Gallery’s request. The foregoing restriction does not apply to any information (a) received by Contractor from third parties without restriction, or (b) in the public domain. The Confidentiality Non-Disclosure is annexed hereto as Attachment 1, Exhibit 4 and incorporated into this Contract as an integral part hereof.

H.2. Publicity. The Contractor shall not use the name of the Gallery, its seal, logos or designs, images of the Gallery's exterior or the interior, or any elements thereof, including images of artwork owned by or on the premises of the Gallery, for any reason or in any media without the Gallery's prior written approval; provided, however, that the Contractor shall have the right to use the Gallery’s name in instances required by law. The Gallery may, at any time, in its sole discretion, without cause, revoke any permission granted under this clause.

H.3. NGA Restrictions & Regulations: Compliance with Gallery Rules. The Contractor and his employees shall observe all rules and regulations issued by Attachment 1, Exhibit 5 and incorporated into this Contract as an integral part hereof.

H.4. Safety and Security & Consequences for Violations

A. The document titled Section 01 3523 - National Gallery of Art Safety Requirements (‘NGA Safety Requirements’) is annexed hereto as Exhibit 6 and its contents expressly incorporated herein. The Contractor shall strictly adhere in all respects to the requirements and constraints set forth in NGA Safety Requirements, including but not limited, those relating to:

1. Federal, local safety, health and environmental regulations related to safety

2. Contractor’s Safety Plan Submittal

3. Construction Restrictions

4. Hazardous Materials

5. Hot Work (Exhibit 9)

6. Compressed Gasses

7. Fire Alarm/ Fire Suppression Outage Procedures

8. Utility Outage Procedures

9. Lockout-Tagout

10. Contractor’s Safety

B. The document titled Section 01 3553 Security Requirements (‘NGA Security Requirements’) is annexed hereto as

Exhibit 7 and its contents expressly incorporated herein. The Contractor shall strictly adhere in all respects to the requirements and constraints set forth in the NGA Security Requirements, including but not limited, those relating to:

1. Regulations related to Safety

2. Use of Premises

3. Field Personnel

4. Electronic Security and Detection Systems

5. Hot Work

6. Occupancy Requirements

C. The Contractor hereby represents and warrants that it fully understands and will comply with each and every requirement and constraint set forth the NGA Safety Requirements and in the NGA Security Requirements documents.

D. If the Contractor fails to comply with the safety or security requirements set forth therein, or elsewhere in this Contract, or otherwise performs work in a manner which poses serious or imminent danger to Gallery property or to the health or safety of Gallery personnel or visitors, Gallery the reserves the right to:

1. immediately (without a cure period) terminate this Contract for default, which may result significant monetary damages levied against the Contractor; or

2. immediately suspend any or all of the work, as instructed by any AOP employee, which suspension may result in downward equitable adjustment in the contract price, pending the result of an investigation into the incident; reserving the aforesaid right to terminate this Contract for default at a later date.

3. Accident Reporting. In the event of an accident involving NGA personnel or property, the Contractor shall file a report with the Security Office and with the Contracting Officer, containing the following information:

a. Time and date of occurrence.

b. The place of occurrence.

c. A list of personnel directly involved.

d. A narrative description of the accident that includes a chronological order of the accident and circumstances

H.5. AFM Directive No. 305. The Contractor and his employees shall observe all rules and regulations of the Facilities Management Lockout Tagout of Energy Isolating Devises issued by Attachment 1, Exhibit 8 and incorporated into this Contract as an integral part hereof.

H.6. Compliance with Hot Work Program. The Contractor and his employees shall observe all Gallery Hot Work Program issued by Attachment 1, Exhibit 9 and incorporated into this Contract as an integral part hereof.

H.7. Quality Deficiency Service Report. The Contractor and his employees shall use the Quality Deficiency Service Report issued by Attachment 1, Exhibit 10 and incorporated into this Contract as an integral part hereof.

H.8. Gallery Property. The Gallery is not obliged to provide any materials equipment, software, information, or any other type of tangible or intellectual property, including without limitation, office facilities or equipment or disposable items, for daily business use of Contractor staff, called for under this Contract, unless otherwise stated, in this Contract.

H.9. In the event that the Gallery does provide anything for bindery services to the Contractor (e.g. Monographs, periodicals, corrections, and special binding for portfolios, etc.), the Contractor shall maintain an inventory for them, and shall return them promptly to the Gallery upon request. This inventory must be available for Gallery review within three days of a request.

H.10. Contractor Property. The Contractor assumes the risk of loss of, or damage to, Contractor’s property whenever such property is used in performance of this Contract unless: loss of, or damage to Contractor’s property is caused by the negligence, or willful misconduct of the Gallery, its agents or its employees who are acting within the scope of their employment or agency and the Contractor in no way contributes to said loss or damage.

H.11. Personal Injury. The Gallery will not be responsible or held liable for any personal injury or loss of life of Contractor personnel, unless caused by the negligence, or willful misconduct of the Gallery, its agents or its employees who are acting within the scope of their employment or agency and the Contractor in no way contributes to said loss or injury.

H.12. Indemnification. The Contractor agrees to indemnify and hold harmless the Gallery, its officers, agents, and employees from and against any and all claims, actions, liabilities, damages, losses and judgments which may be suffered by, accrue against, or be recoverable from the Gallery: (i) by reason of bodily injury to, or death of, any person, or loss of, or physical damage to any property caused by the acts or omissions of the Contractor, its subcontractors and personnel, including negligent acts, negligent omissions and willful misconduct and (ii) by reason infringement of patents, copyrights, trade and service marks, or any other intellectual or intangible property rights, which infringement arises in connection with the use of any product or service supplied by the Contractor.

Contractor agrees to defend against any and all such claims at Contractor’s expense, whether or not such claims become the subject of litigation. This provision shall survive the termination of this Contract.

H.13. Orderly Progress. The Contractor’s entitlement to receive payment hereunder is conditioned upon the orderly progress of the work. This means, without limitation, that the Contractor is not entitled to a performance based payment under FAR Clause No.

52.232-32 for work that is performed in a sequence that does not conform to the sequence of the work established by this Contract.

H.14. Replacement, Modernization, and Renovation. During the term of this Contract, the Gallery may replace, renovate, or improve any existing system and or piece of equipment at the Gallery’s expense and by means not associated with this contract. All replacement, improved, updated, modernized, or renovated system and equipment shall become a part of this contract and the Contractor’s responsibility for maintenance. In the event that the replacement, modernization, or renovation of any system or piece of equipment results in an increase or decrease in the contract price, the Contractor shall submit proposal for the changed price. The amount of the price change will be negotiated for the inclusion into the contract.

H.15. Insurance. The insurance required under this clause shall be at a minimum the insurance identified hereunder, shall be primary and noncontributing to any insurance possessed or procured by the Gallery and limits of liability shall be not less than those set forth in this clause.

a. Workman's Compensation insurance or equivalent workman's compensation coverage with a minimum employer liability limit of at least $100,000.00 for accidental bodily injury or death, or for occupational disease. The contractor will require his subcontractors to similarly provide workmen's compensation insurance for all of the latter's employees.

b. Comprehensive General Liability insurance with limits of not less than $100,000.00 for each person and $100,000.00 for each accident.

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

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

e. 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,

f. Property damage liability insurance, with a limit of not less than $20,000.00 for each accident.

H.16. Compliance with Laws. The Contractor shall fully comply with city, state and federal laws, regulations pertinent to performance of the contractual services required under this Contract.

H.17. Assistance Rendered. Any assistance rendered to the Contractor on this Contract or acceptance by the Gallery of delinquent goods or services hereunder will be solely for the purpose of mitigating damages and is not to be construed as an intention on the part of the Gallery to condone any delinquency, or as a waiver of any rights the Gallery may have under this Contract. Among other things, none of the following shall be regarded as an extension, waiver, or abandonment of the delivery schedule or a waiver of the Gallery right to terminate for default: (i) delay by the Gallery in terminating for default; (ii) acceptance of delinquent deliveries; and (iii) acceptance or approval of samples submitted either after default in delivery or in sufficient time for the Contractor to meet the delivery schedule.

H.18. Replacement of Items under Warranty. Equipment, components, and parts, other than those installed under this contract, shall not be removed, replaced, and/or repaired while still under warranty of the manufacturer or installer without prior approval from the COR. All defects in material or workmanship, defective parts, or improper installation or adjustment shall be reported to the COR in order to initiate appropriate corrective action. All warranty items will be reported by the COR to the Contractor prior to the start of work.

H.19. Warranties. Each party warrants to the other that it has the power to enter into this Contract and to perform its obligations under this hereunder. The Contractor warrants that: all of the services to be performed hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel; the use by the Gallery of any product or material property provided by the Contractor will not infringe upon any third party copyright, trademark, patent, trade secret or other third-party right; and in providing the services, it will not be in breach of any obligation owed to any person and that it holds all licenses and approvals necessary for or incidental to performing its obligations under this Contract.

H.20. Permits. The Contractor shall at no additional cost to the Gallery obtain all licenses and permits required to perform the work under this Contract. The Contractor shall comply with all applicable Federal, state, and local laws. Evidence of such permits, when required, shall be provided to the COTR before commencement of the work.

H.21. Independent Contractor Status: The Gallery engages the Contractor as an independent contractor and not as an employee, agent or joint venture partner of the Gallery. Accordingly, Contractor shall not be entitled to, or eligible to participate in, any benefits or privileges given or extended by the Gallery to its employees. Contractor shall have no authority to make binding agreements or representations on behalf of the Gallery unless specifically authorized in writing. The Contractor is solely responsible for the payment of all fees, salaries, benefits, or other payments to, and for all related taxes and withholdings for personnel providing services hereunder and all other expenses whatsoever incurred in the performance of the Contractor’s obligations under this Contract.

H.22. Flow down. The Contractor is responsible for flowing down the terms and conditions established in this Contract and in the Master Contract to subcontracts at any tier to the extent necessary to ensure its obligations to the Gallery are satisfied.

H.23. Headings: The headings of the several sections of this Contract are included for convenience of reference only and are not meant to part of or to effect the meaning or interpretation of this Contract.

H.24. Severability: If any provision of this Contract is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Contract shall not be affected thereby.

H.25. Entire Agreement; Modification; Waiver: The Contract constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Contract shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Contract shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

H.26. Counterparts: This Contract may be executed by original or facsimile signature and in two or more counterparts, each of which shall be deemed to be an original and both of which together shall constitute but one and the same.

H.27. Key Personnel: The Contractor shall use the Key Personnel identified hereunder in the performance of this contract.:

Key Personnel Title Telephone Number [Vendor Fill-In] [Vendor Fill-In]

H.28. Change 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.21. 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. 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.26. 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.27. Responsibility for Loss, Personal Injury of Contractor Personnel. The Gallery 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 Gallery, its agents or its employees, occurring at any time such personnel are entering, exiting, using, or occupying Gallery property or facilities in performance of this contract.

H.28. Indemnification. 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.29. Personal Property. Contractor personnel entering the Gallery with personal property, including tools and equipment, will be issued a Gallery property pass signed by an authorized representative of the Gallery. The property pass will be required for the Contractor to exit the Gallery with personal property.

Part II – Contract Clauses

SECTION I. CONTRACT CLAUSES

I.1. Notice Listing Contract Clauses Incorporated By Reference This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make the FAR clauses available in full text. Also, the full text of a clause may be accessed electronically at the following website: https://www.acquisition.gov/far/index.html.

52.212-4 Contract Terms and Conditions—Commercial Items. (Feb 2012)

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

52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—

COMMERCIAL ITEMS (DEC 2007)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Mar 2012)

(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) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 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.]

(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) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

https://www.acquisition.gov/far/index.html https://www.acquisition.gov/far/current/html/52_233_240.html#wp1113344

(3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Feb 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

(6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

(7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jan 2012) (41 U.S.C. 2313).

(8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L.