RFP-NGA-1295.pdf

Request for Proposal (RFP) Conservation Space Discovery

RPF Reference Number: RFP-NGA-1295

Instructions to Offerors

The National Gallery of Art (the Gallery) invites your firm (the Offeror) to submit an offer for the work described in this Request for Proposals (RFP). These instructions outline the requirements for submitting a proposal, the schedule for evaluation and award, and the expected form and contents of materials to be exchanged between Offerors and the Gallery. Thank you in advance for your attention to detail in preparing your proposal.

Any and all questions regarding this request may be addressed to the RFP Coordinator: Ethan Premysler at e-premysler@nga.gov.

PART 1. INTRODUCTION

A. Statement of Purpose

The Gallery intends to secure a contract to support the discovery phase (Discovery Phase) of a project to develop an open-source application that serves the needs of the conservation community (ConservationSpace). If we select you for the Discovery Phase, we may contract with you to build and implement the first release of ConservationSpace (Release 1.0) and thereafter to build and implement additional releases and/or to maintain and support ConservationSpace, as more fully described in the enclosed statement of work (SOW).

B. Scope of Service

During the Discovery Phase we will work with the firm that we select under this RFP to finalize our requirements for Release 1.0. When the Discovery Phase is complete, that firm will provide us with a complete fixed-price proposal to build Release 1.0 according to our priorities and budget considerations.

C. Contract

A pro forma contract is enclosed as Attachment 1. This pro forma contract includes our terms and conditions for doing business. We expect to enter into a contract on terms that are the same as (or substantially similar to) those provided in the pro forma contract. However, we are open to ideas you might have for restructuring the work described therein to better achieve the intended results.

D. Compensation and Budget

The contracts for the Discovery Phase and for Release 1.0 will provide for compensation on a firm fixed-price basis. Our combined budget estimate for the Discovery Phase and for Release 1.0 is not to exceed $400,000. Our budget estimate for the Discovery Phase alone (the work requested under this RFP) is approximately 10% - 15 % percent of that amount, depending on your proposal and our negotiations.

E. Period of Performance

The combined time estimate for the Discovery Phase and for creation of Release 1.0 is less than

(1) year. Our time estimate for the Discovery Phase alone (the work requested under this RFP) is approximately 10% - 15 % percent of that time, depending on your proposal and our negotiations.

F. RFP Schedule of Events

The following RFP Schedule of Events represents our best estimate of the schedule that will be followed. We may adjust this schedule as we deem necessary. Notification of adjustment will be sent to firms that submit a Letter of Intent to Propose.

1. Gallery Issues RFP 11 October 2012

2. Deadline for Letter of Intent to Propose 18 October 2012

3. Deadline for Written Comments and Questions 25 October 2012

4. Gallery Responses to Written Comments and Questions 1 November 2012

5. Deadline for Proposal Receipt 13 November 2012

6. Oral Presentations 4-6 December 2012

7. Revised Proposals Due 13 December 1012

8. Conclusion of Contract Negotiation, and Contract Signing 9 January 2013

9. Anticipated Contract Start Date 14 January 2013

PART 2. GENERAL REQUIREMENTS AND INFORMATION

A. RFP Coordinator

The following RFP Coordinator will be the main point of contact for this RFP:

Ethan Premysler Attorney Advisor (Contracts)

NATIONAL GALLERY OF ART

Sixth Street and Constitution Avenue NW, Washington, DC Mailing address ∙ 2000B South Club Drive, Landover, MD 20785 Telephone ∙ (202) 842-6413 Facsimile ∙ (202) 312-2792 E-mail ∙ e-premysler@nga.gov

B. Letter of Intent to Propose

Please email RFP Coordinator of your interest to responding to this RFP with a proposal (if you intend to do so) by the deadline given in the RFP Schedule of Events. Submittal of a Letter of Intent to Propose by the deadline is not a prerequisite for submitting a proposal, but it is necessary to ensure your receipt of RFP amendments and other communications regarding the RFP.

mailto:e-premysler@nga.gov

C. Non-Disclosure

During our RFP process we may share some of our confidential information with you pertaining to Gallery information, business affairs, or other matters. Some of this confidential information is contained in the attachments to the enclosed statement of work and is not included in this package. We ask that you help us maintain the confidential nature of this information. Along with your Letter of Intent to Propose, please complete our non-disclosure agreement (NDA) which is enclosed in this package as Attachment 2. Once a duly authorized representative from your firm signs it, please scan it and send it to the RFP Coordinator by email. After we receive it, we will send you those attachments.

D. Communications Regarding the RFP

All of your communications concerning this RFP must be put in writing and directed to the RFP Coordinator. Unauthorized contact with other Gallery personnel or personnel who are advising the Gallery regarding the subject matter of this RFP may result in disqualification.

E. RFP Number

We have assigned the following identification number to this RFP “RFP-NGA-1295”. It must be referenced in all communications regarding the RFP.

F. Proposal Preparation Costs

We will not pay any costs associated with the preparation, submittal, or presentation of your proposal.

G. RFP Amendment and Cancellation

We may amend this RFP in writing at any time. If an amendment is issued, it will be provided to firms submitting a Letter of Intent to Propose. In the event that we do so, you must respond to the RFP as amended.

H. Offeror Questions

You should carefully review this RFP. Questions must be put in writing and send to the RFP Coordinator by the deadline given in the RFP Schedule of Events. We will respond orally or in writing. We may provide copies of our written responses to your questions to all firms we are considering under this RFP.

I. Submitting a Proposal

Proposals must be sent by electronic means. E-mail your Proposal only to the RFP Coordinator at the e-mail address indicated above with the subject heading “Proposal in Response to RFP-NGA- 1295”. The Proposal Letter, the Technical Proposal and the Cost Proposal must be each be attached to the e-mail as a separate attachment; provided in Microsoft Word format, Portable Document Format (PDF), or another format agreeable to the Gallery; and formatted to print on the North American Letter paper size (8 1/2" x 11") or the International Standard paper size standard A4.

J. Proposal Deadline

Proposals must be submitted no later than the deadline given in the RFP Schedule of Events.

Failure to submit a proposal before the deadline may, at our sole discretion, cause the proposal to be disqualified. You assume the risk of the method of dispatch chosen.

K. Right of Rejection

Any proposal received that does not meet the requirements of this RFP may be considered to be non-responsive, and we may reject that proposal. We reserve the right, at our sole discretion, to waive minor variances in proposals provided such action is in our best interest. Should we waive minor variances in proposals, such waiver does not modify the RFP requirements or excuse Offerors from full compliance with the RFP. Notwithstanding the above, we may hold Offerors to strict compliance with the RFP.

L. Rights to the Proposal

All proposals and other materials submitted in response to this RFP become the property of the Gallery.

M. Proposal Amendment

We may not accept any revisions to proposals after the deadline for Submitting a Proposal given in the RFP Schedule of Events unless such is formally requested, in writing, by the Gallery.

N. Proposal Withdrawal

To withdraw a proposal, you must submit a written request, signed by an authorized representative of your firm, to the RFP Coordinator. After withdrawing a previously submitted proposal, you may submit another proposal at any time up to the deadline for Submitting a Proposal given in the RFP Schedule of Events.

PART 3. PROPOSAL FORMAT

A. Separate Technical and Cost Proposals

Your proposal must consist of a Technical Proposal and a separate Cost Proposal. No pricing information may be included in the Technical Proposal. Failure to adhere to this requirement may, at our sole discretion, result in disqualification.

B. Concise Writing

Proposals should be prepared simply and economically in accordance with the page limits and should provide a straightforward, concise description of your capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content.

C. Clearly Labeled Sections and Subsections

You must respond to every section under the Technical Proposal and Cost Proposal sections below. You must label each response to RFP requirements with the section and/or subsection titles or numbers associated with the subject requirement in this RFP.

D. Proposal Letter

You must provide a written transmittal and offer of the Proposal in the form of a standard business letter (the “Proposal Letter”). The letter must be signed by a company officer empowered to bind your firm to the provisions of this RFP and any contract awarded pursuant to

it. The Proposal Letter must provide written confirmation that your firm will accept the terms and conditions set forth in the pro forma contract. If the Proposal Letter fails to provide said confirmation without stating specific exceptions or qualifications, we may, at our sole discretion, determine the proposal to be a non-responsive counteroffer, and we may reject the proposal. Your specific exceptions or qualifications must be stated clearly in the Proposal Letter, rather than in the other parts of your Proposal (e.g., the technical or cost proposals). The Proposal Letter must state that the Proposal remains valid for at least one hundred and twenty (120) days subsequent to the Deadline for Proposal Receipt and thereafter in accordance with any resulting contract between your firm and the Gallery. The letter must provide the name, e-mail address, mailing address, and telephone number of the person we should contact regarding the Proposal.

PART 4. TECHNICAL PROPOSAL

A. General: Organization of the Technical Proposal

You must provide a written Technical Proposal to accomplish the work specified in the Statement of Work for the Discovery Phase (referred to in the Statement of Work as “Phase 2a”). The Technical Proposal may, and should, contain information on the schedule of the work needed to meet the requirements in the Statement of Work, supported by resources needed and hours to be expended. We will, also, be looking for assurance that your approach is sufficient to continue with the work required to build Release 1.0 (referred to in the Statement of Work as “Phase 2b”) as well as the other optional work also described in the Statement of Work. Your Technical Proposal must be divided into the sections listed hereunder. Each section must be further divided into the subsections listed below.

Section 1: Technical Understanding and Development Approach Section 2: Management Approach Section 3: Corporate Viability Section 4: Work Experience and Past Performance

B. Section 1: Technical Understanding and Approach (15-page limit)

Describe your approach to accomplishing the tasking described in the Statement of Work, in enough detail to enable us to ascertain your understanding of the work required to be accomplished. Provide specifics for performing the work required for Phase 2a but also a general discussion of your ability to perform the optional later phases of this project. This section must include the following subsections:

Technical Understanding: Illustrate your understanding of the Statement of Work. We are interested in what you see as the specific requirements, challenges, and risks of this project based on the scope as outlined in the Statement of Work and the Enterprise Blueprint.

ConservationSpace should make substantial use of existing technology in order to deliver maximum functionality at minimal cost. Please explain your criteria for selecting open-source products. During their investigations, we have identified several areas where available technology seems to be particularly strong for our needs. Demonstrate your understanding of available technology in these areas, identifying any particular open-source capabilities that you would consider. Address how you would assure that design choices made for Release 1.0, would lay a proper foundation for the optional work to build Releases 1.5 and 2.0. Technologies of interest include:

• Platforms for developing document-centric systems, including two open source enterprise content management offerings, Nuxeo and Alfresco

• Applications for managing digital images. Both Nuxeo and Alfresco offer digital asset management capabilities

• Capabilities for annotation of images, either as part of a digital asset management system or separately

• Software to support understanding of text, management of taxonomies, and search

• Frameworks for development of rich, flexible user interfaces

• Frameworks for integration with external systems, including legacy systems

Domain Understanding: Illustrate your understanding of conservation and working in a museum context. Show your understanding of the particular challenges to be confronted in building a high-quality, visual site for expert users whose workflow is largely ad hoc and driven by their professional judgment.

Development Approach: Describe how you will complete the activities specified in the Statement of Work. Identify the specific methodologies, tools, and standards that will be brought to this project. Please give particular attention to the following:

• Understanding the requirements and creating a catalog of them that can drive development and testing of the system.

• Providing visibility into the development progress and opportunity for early feedback on the product with the need to maintain momentum and focus during the development activity

• Methods and tools for evaluation of user experience and support to user testing

Include a discussion of how the product could be supported and maintained throughout the development effort, including any options.

C. Section 2: Management Approach (5-page limit, excluding resumes)

In this section you will describe how you will manage the project, perform quality checking, ensure that adequate highly qualified personnel are available, and accomplish required objectives within the project schedules. Provide specifics for the work required in Phase 2a but also demonstrate your ability to continue on successfully with your team to the later optional phases of this project. This section must include the following sub-sections:

Organization Chart: Provide the organization chart for this project, identifying the staff that you will commit to this project, both Key Personnel and others, indicating the amount of time that each is envisioned to work on the project. Discuss your strategy for providing appropriate resources at the appropriate times, including providing additional resources or special skills when needed.

Project Manager: Identify the project manager for this engagement (the “Project Manager”) and describe his or her responsibilities as a part of the organization as a whole as well as your immediate project team. Address corporate resources to which the Project Manager will have access and how he or she would leverage these resources in practice.

Lead Engineer: Identify the Lead Engineer for this engagement and describe his or her responsibilities as part of the organization as a whole as well as your immediate project team.

Usability and User Experience Expert: Identify a User Experience expert who will participate in this engagement (the “User Experience Manager") and describe his or her responsibilities as part of the organization as a whole as well as your immediate project team.

Design or Creative Resource: Identify the Designer who will participate in this engagement (the “Design Manager”) and describe his or her responsibilities as part of the organization as a whole as well as your immediate project team.

Quality Control and Risk Management: Describe your approach to identifying, tracking, and managing quality and risk on this project. Include a description of what tools or environments you will use to manage quality and risk collaboratively with the Gallery throughout the project.

Based on your experience in work similar to this RFP, provide a list of risks that might be expected and discuss possible mitigations.

Communication Approach: Provide a short narrative of how you plan to keep open lines of communication among your team, to include any subcontractors if used, to the Gallery COR, the single point of contract for contractor communication. However, please describe any tools that you can bring to the project to assist the Gallery COR with communication of project status and product maturity to the geographically disbursed, international set of Partners.

Project Schedule: Provide a Project Schedule showing the work activities to be performed in producing all deliverables of this Contract. We expect to see a detailed Project Schedule for Phase 2a but also a high level schedule for Phase 2b, realizing that Phase 2b will be further refined at the completion of Phase 2a. Using the schedule as a basis, provide an estimate of the allocation of resources (labor categories/per hour for major activities) over time, the ‘burn rate,’ throughout both Phases 2a and 2b. .

Resumes: Provide resumes of all Key Personnel. Resumes must detail each individual’s job title or labor category, education, certifications, current position with your organization, employment history, and highlight his or her experience relevant to this RFP. Please provide resumes for Phase 2a that are available to perform on this contract, estimated to start in January 2013.

Provide sample resumes for the work to be accomplished in Phase 2b as an assurance that you have the skills to continue to support the future optional tasking in this SOW. (Each resume must not exceed 2 pages.)

D. Section 3: Corporate Viability (3-page limit)

Provide evidence of your firm’s corporate viability in delivering services similar to those required by this RFP. This section must include the following subsections:

Background: Describe your firm’s background and organizational history, range of services provided, years in business, and company certifications. Indicate any mergers, acquisitions, or sales of your company within the last five (5) years and whether any mergers, acquisitions, or sales are pending or likely. Include:

• Annual revenue for your company for past three (3) years

• Percentage of revenue for past three (3) years that is associated with work of the same or similar scope and complexity as that described in this RFP

• Number of full-time employees for past three (3) years

• Number of full-time employees for past three (3) years associated with work of the same or similar scope and complexity as that described in this RFP

• Attrition rate for past three (3) years

Locations: Identify the locations of your offices and where the proposed team members for this project reside and/or will work.

Client Base: Identify your client base (current and over the past five [5] years) for work that is similar in scope and complexity as that described in this RFP.

Staff Base: Specify the number of employees and types of employees who work for your firm that are qualified to serve in this engagement in the leading roles should it be required to solicit staff beyond the proposed project team.

E. Section 4: Work Experience and Past Performance (3-page limit per write-up, not including samples requested below)

Provide evidence of your record of performance in delivering services similar to those required by this RFP. This section must include the following sub-sections:

Project Examples: Give three (3) case studies or examples that demonstrate your company’s experience in delivering the services sought under this RFP, at a minimum addressing:

• Use of open-source technologies

• Development of document management applications

• Design of visual and flexible user interfaces

• Integration with external and legacy systems

• User experience and usability testing

• Experience in the conservation domain or with other museum systems

References: Give customer references for similar projects, representing three (3) of the larger accounts currently serviced by your firm and three (3) completed projects. Each reference must include:

• Company or organization name and business address

• Brief description of the service provided

• Contract value for the engagement (at start and at end of work)

• Period of performance for the engagement (at start and at end of work)

• Name, title, telephone number, and e-mail address (if available) of the contact person in the company or organization who has detailed knowledge about your organization’s work on the project

References should include an identification of any staff proposed for this RFP who worked on the project being referenced. For each staff member identified, indicate the roll supported and the percentage of time on the project in that role.

PART 5. COST PROPOSAL

Section 1. Discovery Phase Price:

The cost proposal must propose a firm fixed-price for the Discovery Phase. The Cost Proposal must provide supporting documentation that shows the reasonableness of the firm fixed-price, i.e., the number of staff hours per labor category that you expect to assign to major activities in the project schedule, a description of the expertise and qualifications for such labor categories, and the hourly rate for such labor categories that has been factored into the firm fixed-price. The Cost Proposal must also provide information as to any other costs that are made part of firm-fixed price such as for travel, other direct costs, etc.

Section 2. Release 1.0 Estimate:

The cost proposal must provide a firm fixed-price estimate for Release 1.0 (Phases 2a and 2b) based on an initial analysis of the requirements and tasking that we have provided for that work, taking into consideration the total budget available for Phases 2a and 2b. The estimate must be supported by documentation that shows the reasonableness of the estimate, i.e., the number of staff hours per labor category that you expect to assign to major activities in the project schedule, a description of the expertise and qualifications for such labor categories, and the hourly rate for such labor categories that has been factored into the firm fixed-price estimate. The Cost Proposal must also provide information as to any other costs that are made part of firm-fixed price estimate such as for travel, other direct costs, etc and well as significant cost drivers that would increase or decrease the price.

Section 3. Financials:

Include your most recent independent audited financial statements and any other detailed documentation of your financial resources sufficient to show that your firm has the financial strength, longevity, and resources to provide the required services.

PART 6. ORAL PRESENTATION

Offerors with the highest ratings based on their Technical Proposal may be invited to the Gallery to give a two (2) hour Oral Presentation. Key Personnel (Project Manager, Technical Lead and Design Lead) proposed for this contract must attend and present the required information. The Oral Presentation should be conducted as follows:

(1) Fifteen (15) minutes review of the history of your company, the experience and qualifications of your staff, and an overview of your corporate financial strengths and technical resources

(2) Forty-five (45) minutes review of your technical and development approach, tailored to the specific challenges that you foresee during this engagement. We are interested in knowing your technical approach to both Phases 2a and 2b.

In addition, please address the following -- In spite of the efforts of the community over several years, and intensive work by the Gallery and the Partners during the past year, the requirements in several areas are still complex and immature. Describe how areas such as these may be addressed in the approach so that decisions made early in the development do not preclude delivery of full functionality later on. These areas include:

• Configurability of the system by users (e.g., change, add, or delete a field;

personalize or configure the user interface; change the workflow; or create a new type of report)

• Classification and indexing of information in the system, and search of this information

• Alternatives for provisioning the system by local installation, hosting, or software-as-a-service

(3) Fifteen (15) minutes presentation on one of the projects that you provided as a reference and that the Project Manager proposed for this engagement oversaw.

(4) The balance of the time (45 minutes) will be used for an open question-and-answer period, with specific questions to be sent to Offerors prior to the Oral Presentation.

You should select and bring to the Oral Presentation, samples of formal deliverables similar to the most significant of those required under the Statement of Work and typical of the quality that you will provide to the Gallery. You may also bring examples of other significant work products or additional deliverables that you believe will help the evaluators understand your approach and capabilities. Two copies of all materials presented should be bound and left with the Gallery.

PART 7. EVALUATION PROCESS

The purpose of the proposal evaluation process is twofold: (1) to assess the responses for compliance with the RFP’s minimum requirements; and (2) to identify the firms that have the highest probability of satisfactorily performing the services described. The evaluation process will be conducted in a comprehensive and impartial manner as set forth herein.

The minimum requirements of this RFP are compliance with the instructions provided herein for submission and preparation of your proposals. We may or may not waive any immaterial deviations or defects in a proposal, provided that the proposal substantially complies with these instructions. In addition, proposals that contain false or misleading statements, or which provide references that do not support an attribute or condition claimed, will be rejected without further consideration.

We will evaluate your Cost Proposal for fairness and the reasonableness of your price. You are responsible for demonstrating that your proposed plan can be accomplished within the budget proposed in your proposal and according to your breakdown of costs. If you cannot do so to our satisfaction, we may reject your proposal without further consideration. If your proposal exceeds the budget for the work, we may reject your proposal.

The highest rated proposals will be those that we believe meet best our requirements for the delivery of the services sought under this RFP, based on the Evaluation Criteria (see below).

Evaluation Criteria

We intend to award a contract based on a proposal that offers the overall best value of services offered for costs paid. We will be evaluating your organizations ability to perform the work required in both Phases 2a and 2b. Therefore, in the assessment of proposals, all of the information contained in your Technical Proposal and presented in your Oral Presentation will be of utmost importance, but your Cost Proposal and cost realism will also be important factors.

Your proposal will be rated according to the following criteria:

1. Technical Understanding and Approach

a. Demonstrated understanding of the requirements, challenges, and risks of the work described in the SOW

b. Technical approach to accomplishing the work, with emphasis on your firm’s methodology and tools for the various phases

c. Approach to assuring that Release 1.0. is a solid foundation for later releases

d. Understanding of conservation, the museum work context

e. Understanding of development of visual systems for experts

f. Approach to managing requirements, particularly complex and immature requirements

g. Approach to high-level design maximizing value of open-source, off-the-shelf technology

h. Development methods, including iteration and substantial involvement by user experts

2. Management Approach

a. Approach to managing the project (management methodology and tools, tools and informal processes for communicating status and early visibility into deliverables, quality assurance reviews, testing of major system components, corporate resources available should they be needed)

b. Proposed project team, including use of subcontractors if proposed (number of persons proposed, skills and availability for this project)

c. Qualifications of Key Personnel, especially the Project Manager and the Lead Engineer, User Experience Manager, the Design Manager, as well as non-key project personnel

d. Soundness of Project Schedule, including sufficient detail to assess the realism of proposed Project Schedule

e. Proposed staffing plan to support the Project Schedule

f. Risk management program

g. Approach to providing visibility into the evolving end product for review, such as modes of agile or iterative development.

3. Corporate Viability

a. Stability of corporation, especially that portion of the corporation that supports the work required for this RFP

b. Depth and range of corporate resources for performing work similar to that required for this RFP

c. Attrition rate over the past three years

4. Work Experience and Past Performance

a. Work Experience

i. Experience in implementing systems of similar import and content for museums and other cultural communities

ii. Experience in implementing systems of similar complexity and function, based on open-source technology

iii. Experience with visual systems emphasizing images and flexible user interfaces

iv. Experience with classification, indexing, and search of highly variable documents

v. Experience with development of user-configurable systems

vi. Experience with user experience design and user testing

vii. Experience with hosting, multi-tenanting, and software-as-a-service

b. Past Performance – Offeror’s past performance on similar projects, as evaluated and communicated to the Gallery by References submitted by Offeror

i. Quality of similar demonstrated work for other clients

ii. User satisfaction with and sustainability of product after launch

Attachment 1

Pro forma Contract

Services Agreement (Ref No[___________________]) Page 1 of 7

The following pro forma contract contains bracketed items that will be replaced with appropriate information in the final contract:

SERVICES AGREEMENT

THIS AGREEMENT made effective as of the [______] day of [______________] by and between the National Gallery of Art, Sixth Street and Constitution Avenue NW, Washington, DC (the “Gallery”) and [___________________] (the “Contractor”). Now, Therefore, for the mutual consideration set forth herein, the Gallery and the Contractor (each a “Party” and together the “Parties”) hereby agree as follows:

General Provisions

Part 1. Definitions

In addition to any words and terms defined in this Agreement and unless the context clearly otherwise requires, all capitalized terms used herein shall have the meanings assigned to such terms below:

The term “Agreement” means, collectively, this Agreement along with its annexes, exhibits, attachments, and other incorporated documents, hereto.

The term “Discovery Work” means the phase of the ConservationSpace Project which is contracted for hereunder and comprised of the tasking and Formal Deliverables set forth under the heading “Phase 2a” in the Statement of Work.

The term “Confidential Information” collectively, means the Works, Ideas for ConservationSpace and all information and materials provided by the Gallery or by the Partners to the Contractor and any information or materials which otherwise come into the Contractor’s possession that are proprietary to or confidential information of the Gallery or the Partners, including without limitation, images, computer systems, security measures, business affairs, and proprietary or trade secret information, in oral, graphic, written, electronic or machine readable form.

The term “ConservationSpace” means the software application that will serve the needs of the museum conservation community to be developed hereunder, which will, among other things, provide for a digital approach to managing documentation to improve workflow procedures; increase access; expand research opportunities; and better ensure the preservation of documents.

The term “ConservationSpace Project” means the project lead by the Gallery, joined by the Partners, which will result in the creation of ConservationSpace.

The term “Formal Deliverable” means the specific reports, software or other items that must be delivered to the Gallery, at the specified dates or within the specified timeframes, meeting the criteria defined under this Agreement.

The term “Ideas for ConservationSpace” means any idea, suggestion, invention, discovery, development, modification or improvement with respect to ConservationSpace or related documentation, or relating to the exploitation thereof, whether or not patented or patentable, that is conceived, reduced to practice, discovered, developed or otherwise made by the Contractor in connection with this Agreement or made at any time by the Gallery or the Partners and provided to or otherwise acquired by the Contractor.

The term “Implementation Work” means the creation of Release 1.0 of ConservationSpace as more fully described in the Statement of Work under the heading “Phase 2b.”

The term “Partners” means, collectively, the Courtauld Institute of Art, the Denver Art Museum, the Indianapolis Museum of Art, the Metropolitan Museum of Art, the National Gallery of Denmark, Yale University (including but not limited to each organizations’ employees, contractors, consultants, students and agents) and such other individuals or entities as may from time-to-time offer Ideas for ConservationSpace.

The term “Statement of Work” means, collectively, the document attached to this Agreement as Annex A and the applicable exhibits(s), attachment(s) or other documents, if any, referred to therein all of which are incorporated as part of this Agreement.

The term “Working Documents” means documents that will be produced during the day-to-day work of the Contractor. They are used internally by the Contractor to record information gathered or refined during the work hereunder. Working Documents include, without

Services Agreement (Ref No[___________________]) Page 1 of 7 limitation, project management documents; source documents; software development records; notes;

calendars; and documents that provide input to, or are used to produce, a Formal Deliverable. The Working Documents themselves are not Formal Deliverables and do not undergo formal acceptance.

The term “Works” means anything which is first developed, modified, prepared, combined in performance of this Agreement in all media now known or hereafter developed, regardless of form or the media on which it is recorded, in which any intellectual property right or other proprietary interest may vest. The term includes, without limitation: (a) ConservationSpace; (b) Formal Deliverables; (c) Working Documents; and (d) any and all computer software, audio media, visual media, multimedia developed or provided under this Agreement.

Part 2. Scope

Article 1. High Standard of Performance

The Contractor shall furnish all services and work hereunder in accordance with the highest professional standards applicable to those specializing in providing services and work of the specific type, scope, and complexity required hereunder.

Article 2. Discovery Work

The scope of the work contracted for hereunder is limited to the Discovery Work. The Contractor shall manage, coordinate, and perform all aspects of this work.

The Contractor shall submit to the Gallery all Formal Deliverables required thereby and shall perform such work as is set forth therein or that otherwise is necessary to provide such deliverables.

Article 3. Discovery Price

The Gallery will pay the Contractor [$amount] (the “Discovery Price”) for successful accomplishment of the Discovery Work. Payment of the Discovery Price will be made on a firm-fixed-price basis which means that the Discovery Price is not subject to any adjustment on the basis of a Contractor's cost experience in performing the work. Payment of the Discovery Price will be made in a lump sum upon completion of this work.

Article 4. The Implementation Phase

A. The final Formal Deliverable required in performance of the Discovery Work will be the Contractor’s firm-fixed-price proposal to perform the Implementation Work. While, continuity for the ConservationSpace Project may be best achieved if the Gallery contracts with the Contractor for both the initial Discovery Work and for the Implementation Work for the project, the Gallery reserves its right to contract with another vendor for all or parts of that work, to perform that work in house, or to pursue any other course of action with respect to that work.

B. In the event that the Gallery and the Contractor contract for the Implementation Work, the requirements and specifications for that work will be incorporated into this Agreement by written amendment which will be executed by both Parties. All of the General Provisions of this Agreement shall apply to that work and new provisions to govern that work will be mutually agreed upon and incorporated into that amendment.

Article 5. Period of Performance

This Agreement shall commence on the date of the execution hereof by the last signatory hereto (the “Effective Date”), and shall remain in effect until the Discovery Work is completed (the “Term”). The Discovery Work must be completed by or before [date].

Part 3.Personnel

Article 6. Contractor Personnel

The Contractor will provide an adequate number of staff to complete the services specified hereunder within the specified time frames (the “Contractor Personnel”).

Contractor Personnel include, but are not limited to, Key Personnel (as defined in Article 7). All Contractor Personnel must have superior and demonstrated expertise and perform in accordance with the highest professional standards for the type, scope, and complexity of the work they are assigned to. The Contractor will provide to the Gallery resumes of all Contractor Personnel. The Gallery shall have the initial right to evaluate all Contractor Personnel and to accept or reject any individual. Assignment of such Contractor Personnel to this Agreement shall be subject to the ongoing approval of the Gallery and to other provisions of this Agreement.

The Gallery may require removal of one or more Contractor Personnel according to the provisions of this Agreement, or for any reasonable cause (determined at the sole discretion of the Gallery), and the Contractor shall immediately comply with each such request, and within ten (10) business days of such a request, shall propose an adequate substitution.

Article 7. Key Personnel Clause

All individuals identified by name under this clause (collectively, the ““Key Personnel”) are necessary for the successful prosecution of the work due to their unique expertise and depth and breadth of experience. There shall be no change in the Key Personnel without written approval of the Gallery. The Contractor recognizes that the composition of this team of Key Personnel was instrumental in the Gallery’s decision to enter into this Agreement and that compelling reasons for substituting these individuals must be demonstrated to the Gallery’s satisfaction before the Gallery’s consent will be granted.

Any substitutes shall be persons of comparable or superior expertise and experience, and shall be subject to these same restrictions. Any substitutes shall be proposed to the Gallery at least thirty (30) days in

Services Agreement (Ref No[___________________]) Page 2 of 7 advance of their proposed assignment. The following persons are Key Personnel:

Name: [______________________] Title: [______________________] Address: [______________________] Voice: [______________________] Email: [______________________]

Name: [______________________] Title: [______________________] Address: [______________________] Voice: [______________________] Email: [______________________]

Name: [______________________] Title: [______________________] Address: [______________________] Voice: [______________________] Email: [______________________]

Article 8. Reliance on Contractor Representations

Nothing in this Agreement shall be construed as a waiver of the Contractor’s responsibility to dedicate a full complement of Contractor Personnel to the work hereunder in addition to the named Key Personnel. The Contractor affirms any representations made in its in its proposal concerning the number of personnel, the qualifications of such personnel, and the number of labor hours that it would dedicate to performance of the work hereunder, which representations were relied upon by the Gallery in entering into this Agreement.

Article 9. Gallery Personnel

A. The Contractor’s primary points of contact with the Gallery for this Agreement shall be the CO (Contracting Officer) and the COR (Contracting Officer’s Technical Representative).

B. The CO has the overall responsibility for the administration of this Agreement. The CO is the only person authorized to take actions on behalf of the Gallery to amend, modify this Agreement, or deviate from its terms, conditions, requirements, specifications, details, and delivery schedules. The CO is also responsible for making the final decisions on matters under dispute, unsatisfactory performance, as well as contract terminations. No interpretation of any provisions of this Agreement shall be binding on the Gallery unless furnished or agreed to in writing by the CO. The CO assigned to this Agreement is:

Name: Rodney Cartwright Title: Chief Office of Procurement and

Contracts Address: National Gallery of Art

601 South Pennsylvania Ave, NW, Suite 300 Washington DC, 20004

Voice: 202.842.6785 Email: r-cartwright@nga.gov

C. The COR is the principal point of contact with the Contractor on a day-to-day basis. The COR is responsible for the inspection and acceptance of all work performed under this Agreement, including Formal Deliverables. While the COR has the responsibility for the technical oversight of contract performance, the authority to order work, negotiate, and/or make changes to this Agreement remains only with the CO. The COR assigned to this Agreement is:

Name: Greg Swift Title: Deputy Chief Information Officer Mailing Address:

National Gallery of Art 601 North Pennsylvania Ave, NW, Suite 400 Washington DC, 20004

Voice: (202) 312-2734 Email: g-swift@nga.gov

Part 4.Acceptance Criteria and Formal Deliverables

Article 10. Minimum Acceptance Criteria

Any document or other submission referred to hereunder as a “Formal Deliverable” or falling within the meaning of the defined term and any software product provided hereunder shall be prepared by the Contractor and provided to the Gallery for review and approval. These deliverables and software shall be subject to acceptance by the Gallery to verify that they satisfy the criteria established elsewhere in this Agreement and the criteria established in this Article (together, the “Acceptance Criteria”). Verification of acceptability shall minimally include the following: (i) in the event that the Implementation Phase is contracted for pursuant to Article 4, hereto, acceptability of the ConservationSpace system shall be based as minimum on the system and all of its services operating in good working order and free from error for a period of 90 days following implementation, in conformance with all Formal Deliverables provided by the Contractor and in conformance with all oral and written representations made by the Contractor with respect thereto; (ii) that all software provided hereunder shall be based as minimum on its operation in good working order and free from error, in conformance with any technical or functional requirements and specifications made part of this Agreement or provided in a Formal Deliverable or another type of submission, and in conformance with any user or system documentation provided therefore and in conformance with all oral and written representations made by the Contractor with respect thereto; and (iii) that any functional or technical requirements and specifications and other non-software deliverables minimally shall be based on the Gallery’s satisfaction therewith. If this Agreement otherwise fails to set forth criteria for acceptance of a Formal Deliverable or software product, acceptability shall be based solely on the Gallery’s satisfaction therewith.

mailto:r-cartwright@nga.gov mailto:j-champage@nga.gov

Services Agreement (Ref No[___________________]) Page 3 of 7

Article 11. Time for Acceptance

Within the time frames established elsewhere in this Agreement, or if no such time frames are established, within ten (10) business days after receipt of a Formal Deliverable, the Gallery will evaluate the submission. In the event that it meets with the Gallery's satisfaction, the Gallery shall notify the Contractor in writing that it has been approved. In the event that it fails to be approved, the Gallery will notify and advise the Contractor in writing as to which aspects failed. The Contractor shall remedy such defects within a time frames established elsewhere under this Agreement, or if no such time frames are established, within ten (10) business days after receipt of the Gallery’s written notification.

Notwithstanding anything else in this Agreement: no Formal Deliverable shall be deemed approved unless the Gallery approves it in writing; and the Gallery’s obligation to review any submission within the times frames specified herein is contingent upon the Contractor providing such submissions within the times frames specified herein.

Article 12. Defects

In no event shall the Gallery’s approval of the Formal Deliverables, software, products or services excuse the Contractor from providing revisions to those items or re-performance of those services at no cost to the Gallery provided that the purpose of such revisions or re-performance is to correct defects caused, know by, or that reasonably should have been know by the Contractor under the circumstances.

Article 13. Format of Deliverables

Unless otherwise specified by the COR, Formal Deliverables shall be submitted to the Gallery, in one (1) hard copy and (1) electronic copy in MS Office format, marked with the name of the Deliverable, the date submitted and the revision number, if any.

Article 14. Working Documents

Working Documents shall be available to the Gallery at any time during the project "as is" within three (3) work days upon request.

Part 5.Intellectual Property

Article 15. Ownership of the Works

The Gallery shall own all right, title, and interest in and to the Works, including without limitation the entire copyright therein. The Contractor and the Gallery hereby agree that the Works shall be and are considered a “work-made-for-hire” under the Copyright Act of 1976, as amended, and that the Gallery shall be deemed to be the author of the Works for copyright purposes. The Gallery shall be free to use the Works, in whole or in part, in all languages, throughout the world, in perpetuity, in any form or medium now known or hereafter developed, and to license others to do the foregoing. Notwithstanding the provisions of this Agreement, to the extent that all or any portion of the Works is not deemed to be a “work-made-for-hire” under the Copyright Law of the United States (or the analogous law of any other country or territory), the Contractor hereby irrevocably assigns to the Gallery all right, title, and interest, including copyright and all rights under copyright, throughout the world, in and to the Works, including without limitation the exclusive right to copy, publish, perform, display, reproduce, distribute, and sell, and to create derivative works, in all forms or media now known or hereafter developed, including without limitation print, electronic, and on-line media, in all languages throughout the world, and the right to license or authorize others to do all of the foregoing. If for any reason such assignment is not effective, the Contractor hereby exclusively and irrevocably licenses the Gallery to copy, publish, perform, display, reproduce, distribute, and sell, and to create derivative works, in all forms or media now known or hereafter developed, including without limitation, on-line media, print, electronic and on-line media, in all languages throughout the world, and the right to license or authorize others to do all of the foregoing. To the extent that any right now or in the future existing is not specifically granted by the terms of this Agreement, such right shall be deemed to have been granted hereunder.

Article 16. Ownership of Ideas for Conservation Space

The Contractor acknowledges and agrees (i) that the Ideas for ConservationSpace conceived of at any time by the Gallery or the Partners and provided to or otherwise acquired by the Contractor, are proprietary to, and confidential information of the Gallery and/or the Partners and subject to the confidentially provisions set forth herein (collectively, the “Gallery/Partner Contributions”); and (ii) that during the term hereof, the Contractor (including but not limited to the Contractor’s employees, subcontractors, consultants, and agents) may make use of, acquire and/or add to the Gallery/Partner Contributions or may conceive of original Ideas for…