NMAH_GAPS-RFP_7-21-15.pdf

Smithsonian Institution Solicitation #T15SOL10056

NATIONAL MUSEUM OF AMERICAN HISTORY

GREAT AMERICANS PROGRAM SERIES

Audience Development and/or Event Management Services

Request for Proposals

Smithsonian Solicitation Number: #T15SOL10056

Issue Date: July 21, 2015

Due Date: August 18, 2015

1:00 pm local Washington DC time

Smithsonian Institution

Office of Contracting

PO Box 37012, MRC 1200

Washington, DC 20013-7012

Additional information may only be obtained by contacting:

Chris Crane via email: cranec@si.edu

PART I – SOLICITATION GENERAL INFORMATION

A. General Information

1. Through this Request for Proposals (“RFP”), the Smithsonian Institution (“Smithsonian”) on behalf of its National Museum of American History (“NASM” or “Museum”) is seeking a firm to provide professional, technical, non-personal audience development and/or event management services

(“Services”) for its Great Americans program series (“Series”).

One of the Museum’s core priorities in its current strategic plan is to “lead the nation in understanding the

American Experience”. To achieve this goal, in the autumn of 2015, the Museum will launch a new influential discussion Series that will showcase the stories and related objects of Americans who have made significant contributions to the American Experience. The Series will consist of four high-profile events a year, hosted at the Museum with a high-profile audience, including current and prospective

Museum donors. After year one, the Series may repeat annually for a period of 3 additional years.

The purpose of this RFP is to provide all interested prospective offerors (“Offerors”) with sufficient information to enable them to prepare and submit technical and business proposals

(collectively, “Proposal(s)”) for consideration by the Smithsonian. The information contained in the

Proposals provided by Offerors will provide the basis for evaluation. This solicitation for services is a highly competitive process and to assure that Proposals are given full consideration, Offerors must adhere to the requirements set forth herein. All Proposals should reflect the Offeror's willingness and capability to provide professional services and a high quality product to the Smithsonian at a reasonable price.

2. Inquiries. All questions regarding this RFP should be directed solely to Chris Crane at cranec@si.edu. Offerors should not contact anyone else within the Smithsonian Institution regarding this

RFP. Significant questions pertaining to this RFP will be entertained through July 30, 2015, 1:00 p.m. local

Washington, DC time. All questions should reference specific sections of the solicitation including page number (s). All questions having an impact on the solicitation will be answered in writing and issued to all

Offerors in the form of an amendment to this RFP. Strictly administrative questions will be entertained by phone, e-mail, or fax and may not be circulated to all Offerors.

3. The Smithsonian intends to award one (1) contract to the successful Offeror but expressly reserves the right to cancel this RFP; and/or to terminate negotiations at any time without cost to or liability to the Smithsonian. In addition, the Smithsonian reserves the right, in its sole discretion, to award a contract to a successful Offeror with or without the event management services portion included and to either fulfill such services itself or to award the event management services portion of this RFP to a different Offeror.

4. The Smithsonian reserves the right to reject any and all Proposals received by this request, or to negotiate separately with any firm when such action shall be considered in the best interest of the Smithsonian. Notice is also hereby given of the possibility that an award may be made without discussion or after only limited negotiations. It is therefore emphasized that all Proposals should be submitted initially on the most favorable terms.

5. Offerors will not be reimbursed for any expense(s) incurred in the preparation and submission of Proposals, including without limitation costs associated with providing samples.

Participation in this RFP or any resulting contract constitutes an affirmative waiver by participants of any claim to bid or proposal preparation costs. This RFP does not commit the Smithsonian to procure or mailto:cranec@si.edu contract for any services or supplies, and it shall not be construed as authorization to proceed or to be reimbursed for any of the work specified herein.

6. Smithsonian shall own and hold all proprietary rights, including copyright, in this RFP, the selected proposal, and all materials and work product created or generated in the fulfillment of the successful Offeror’s duties under the awarded contract. Any and all information, photographs, or materials submitted with Proposals from Offerors for consideration by Smithsonian will become the property of Smithsonian and shall not be returned.

7. RFP Disclaimer. This RFP is being used to solicit offers solely to provide the specific services and products set forth herein and the resultant contract (“Contract”) shall be non-exclusive in nature. The Smithsonian may contract with any other individual or entity for similar services and products and makes no guarantees that the Offeror selected hereunder will be subsequently hired to work on any other project whether similar or dissimilar, nor shall anything in this RFP be construed to so obligate the Smithsonian.

8. A debriefing is an opportunity for you to understand how the Smithsonian Institution assessed the strengths and weaknesses of your Proposals. Requests for a debriefing must be in writing no later than three (3) calendar days after receiving notice of award.

9. Time of Essence. Offerors are hereby put on notice that time is of the essence in the performance of the Contract and that the successful Offeror shall guarantee completion of all Services to the Smithsonian’s satisfaction in accordance with the Schedule provided by the Smithsonian. Failure to deliver the final product to the satisfaction of the Smithsonian by the stated deadline shall give the

Smithsonian the right to terminate the Contract without any compensation to the successful Offeror. In the event of such failure to deliver within the time prescribed herein, Smithsonian shall have the right to procure the services and/or products from an alternate source and the Successful Offeror hereby agrees to pay reasonable costs incurred by the Smithsonian in reliance on the Successful Offeror’s performance hereunder.

10. Project Schedule. As part of their proposals, Offerors shall submit a proposed project schedule for completion of all work effort required herein for Smithsonian’s consideration, if different from the schedule proposed by the Smithsonian. Upon award the agreed upon schedule shall be incorporated in the contract and the Contractor shall strictly adhere to said schedule in its performance under the contract. Contractor’s schedule shall provide for an opportunity for Smithsonian to review and approve each deliverable as it is developed.

11. Statement of Work. All Services will be provided pursuant and subject to the attached

Statement of Work.

B. Project Description

See attached Statement of Work.

C. Submission of Proposals

1. Method and Date of Submittal. Offerors shall submit one (1) copy of the Technical

Proposal and one (1) copy of the Business Proposal in pdf format via e-mail attachment to cranec@si.edu by no later than August 18, 2015 1:00 PM Local Washington DC Time. The e-mail shall include the following subject line: Response to NMAH Audience Development/Event Management Services

RFP#T15SOL10056 from… [Add name of company]. Each attachment shall be labeled, Technical

Proposal and Business Proposal, respectively. Proposals should be identified by including the following information in the attachment:

Firm’s Name: [ADD NAME]

Smithsonian Institution Solicitation No: T15SOL10056.

Location: Washington, DC

Project: NMAH Audience Development/Event Management RFP

Due Date: August 18, 2015 1:00 PM Local Washington DC Time

2. Late Submissions, Modifications, and Withdrawals of Proposals.

a. Any Proposal received at the e-mail address designated above after the exact time specified for receipt will not be considered unless it is received before award is made, the Contracting

Officer determines that accepting the Proposal would not unduly delay the award, and:

(i.) It was sent by e-mail and it is determined by Smithsonian that the late receipt was due solely to mishandling by the Smithsonian after its receipt at the Smithsonian;

(ii.) It is the only proposal received; or

(iii.) The Contracting Officer makes a determination that it is in the best interests of the

Smithsonian to consider the Proposal.

b. A proposal modification resulting from the Smithsonian Contracting Officer’s request for final proposal revisions received after the time and date specified in the request will not be considered unless received before award and the late receipt is due solely to mishandling by the Smithsonian after receipt at the Smithsonian installation, or the Contracting Officer makes a determination that it is in the best interests of the Smithsonian to consider the modification.

c. E-mails should request a receipt of acknowledgment and Smithsonian will endeavor to respond promptly to such requests during normal business hours. The only acceptable evidence to establish the time and date a proposal, late proposal or modification was sent by e-mail is an e-mail from the Smithsonian acknowledging receipt. Smithsonian shall not be responsible for any failure of any transmission of any e-mail sent to it and shall only be responsible for receipt of those e-mails that were acknowledged by it.

d. The only acceptable evidence to establish the time/date of receipt at the Smithsonian

Office of Contracting is the time/date of the e-mail received by the Office of Contracting and maintained by said office.

e. Proposals may be withdrawn by e-mail, written notice sent by hand delivery, U.S.

Mail or commercial carrier and received by Chris Crane of the Smithsonian Office of Contracting any time before award. An Offeror may withdraw proposals in person or by an authorized representative, if the representative’s identity is made known and the representative signs a receipt for the proposal before award.

f. Notwithstanding anything to the contrary herein, a late modification of an otherwise successful proposal that makes its terms more favorable to the Smithsonian may be considered at any time it is received and may be accepted.

D. Proposal Submission Requirements

1. General.

a. Offerors shall submit one (1) copy of the Technical Proposal and one (1) copy of the

Business Proposal as separate pdf files attached to an e-mail addressed to cranec@si.edu. The e-mail shall reference the following in the subject line: Response to NMAH Audience Development/Event

Management Services RFP# TSOL10056 from… [Add name of company]. Proposals shall be submitted in a minimum font size of Times New Roman 11. The Technical and Price Proposals shall conform to the prescribed format and submission requirements outlined herein. Offerors whose Proposals deviate from these requirements may be disqualified at the discretion of the Smithsonian.

b. The Smithsonian reserves the right to enter into negotiations with any or all of the

Offerors as it deems to be in the best interest of the Smithsonian. However, Offerors are advised that award may be made without discussion or any contact concerning the proposals received. Therefore, Proposals should be submitted initially on the most favorable terms which the Offerors can submit to the Smithsonian

Institution, without assumption that they will be contacted or afforded an opportunity to clarify, discuss, or revise their Proposals.

c. Proposals, modifications, or withdrawals sent via express or regular mail, fax or other method not specified in Section C. above, will not be considered.

d. All Proposals shall state that offers are valid for a period of at least ninety (90) days following submission.

2. Technical Proposal. Technical Proposals shall address the requirements contained in the

Scope of Work and other requirements of the RFP and shall contain sufficient details (without reference to cost or price) to permit a complete and accurate evaluation of the proposal from a strictly technical viewpoint. When preparing a technical proposal, Offerors should consider the evaluation criteria set forth in Section E, against which the proposals will be evaluated. All proposals must include each of the following elements listed below to be considered complete (failure to furnish clear, concise, and complete information requested in this RFP may be cause for withdrawal of a proposal from further consideration):

a. Plan of Accomplishment. Offerors shall provide the following as part of their Plan of

Accomplishment:

i. a narrative strategy which clearly relays its creative and technical approach for effectively performing the Services and providing the products required herein. Approaches to client communication, budget control, and schedule maintenance must be discussed;

ii. a detailed narrative explaining its vision and approach to audience development and/or event management that reflects both best practices and outstanding user experiences and incorporates the following:

Audience Development: Offerors should provide in detail: how they propose to identify and secure the attendance of important “influencers” and “prospects”; a listing of important events and clients for which they have provided audience development services; a detailed methodology for following up with invitees; and a strategy for ensuring that attendees receive the necessary information/support to enhance the quality of the experience and their interaction with the Museum.

Event Management: Offerors should detail their approach to ensuring the successful execution of these events with high profile attendees-- including providing logistical support to high-profile attendees with significant demands-- and generating unique ideas that will make these important events stand out and be recognized for their high-level of execution and polish.

iii. A detailed project schedule for completing the work required hereunder by the stated project deadline (or by an alternative date, if such stated project deadline is not practicable). This schedule shall indicate all milestones of the project and shall provide for delivery to the Smithsonian of all materials and include all requisite Smithsonian reviews and approvals;

b. Past Performance. Offerors must demonstrate experience in similar projects in scope and scale. Each Offeror should provide a minimum of three (3) examples of comparable work performed by the Offeror’s company, preferably in the past three (3) years, including:

i. the client’s name for whom the work was done,

ii. a brief summary of the work performed,

iii. contact information and web addresses of clients for references,

iv. the estimated dollar value of the work,

v. time frame and professional effort involved,

vi. project manager and assigned staff, and

vii. the results achieved.

In addition, proposals should show evidence of Offeror’s previous experience providing high profile audience development and/or event management services that are not otherwise evident in the comparable work summaries described herein.

In addition, Proposal should include links to Offeror’s web sites, resumes, references and any other supporting documentation. Samples should be from the last three years and not exceed five (5) items.

c. Key Personnel. Offerors should submit resumes for the primary individuals who will represent the successful Offeror and work with Smithsonian staff to provide the services and products described herein. Offeror’s proposal should include sufficient information to identify and describe the previous experience and effectiveness of its Key Personnel with similar projects and their current capacity to provide the services offered. Proposals should also include a list of tasks that will be subcontracted, if any, by your firm and a prospective list of subcontractors.

3. Business Proposal. Contractor must submit a complete and comprehensive itemized budget for all services requested including a complete accounting of all costs for the first 4 events.

Separate budgets should be submitted for: (i) audience development services; and (ii) event management services, if offeror is bidding on both. The final contract price will be evaluated as a firm-fixed total cost, including all labor, materials, travel and lodging.

4. Rejection of Proposals.

a. The Smithsonian reserves the right to reject any and all proposals received as a result of this request. Noncompliance with the conditions of this RFP may result in disqualification of the Offeror.

b. The Smithsonian reserves the right to reject any proposal received by the Contracting Officer after the time and date specified on the cover page of this solicitation or any e-mail file that is received but is not downloadable and/or is incapable of being accessed by the Smithsonian Contracting Officer.

c. The Smithsonian may reject an offer as non-responsive if it is materially unbalanced as to prices for the requirements. An offer is unbalanced when it is based on prices significantly less than cost for some work and prices which are significantly overstated for other work.

d. The Smithsonian reserves the right to cancel this solicitation in its entirety.

E. Evaluation Procedures

1. Proposals shall be evaluated in accordance with the following criteria being applied to the information requested in section D:

a. Plan of Accomplishment (including schedule with creative and technical approaches to the Statement of Work).

b. Firm’s Experience and Past Performance (including samples of experience developing cross-platform mobile and tablet applications, as well as hardware installations and content production).

c. Business Proposal (including final contract price, costs and itemized budget).

2. Price/Technical Proposal Trade-off and Award Decision/Best Value

a. Contract(s) will be awarded to Offeror(s) the Smithsonian Institution determines can best meet the identified requirements based upon the Offeror's proposal(s). The Smithsonian Institution reserves the right in all cases to be the sole judge determining whether a respondent meets the evaluation criteria. A firm must be technically acceptable in order to be considered for award.

b. It is anticipated a contract will be awarded to the Offeror(s) whose proposal when evaluating both the technical and business proposals is most advantageous and presents the best value to the Smithsonian Institution. Award of this Contract shall be made to the responsive, responsible

Offeror(s) whose combined cost and technical proposal is in the opinion of the Contracting Officer, determined to be the most advantageous and in the best interests of Smithsonian Institution.

c. Each Offeror’s price shall be evaluated for reasonableness to determine the Offeror’s understanding of the work effort and the ability to perform hereunder. The existence of adequate price competition will support a determination of reasonableness. This includes both original submissions and best and finals, if required.

d. Since the evaluation of the price will represent a portion of the total evaluation, it is possible that an Offeror might not be selected for award because of unreasonable, unrealistic, incomplete, inaccurate, or non-current price proposal information.

e. In conducting the evaluation, the Smithsonian may use data provided by the

Offeror in its proposal as well as data obtained from other sources. While the Smithsonian may elect to consider data obtained from other sources, the burden of providing thorough and complete information rests with the Offeror.

3. Complete Information. Failure to furnish complete information requested in the RFP may cause the Offeror to be judged non-responsive and immediately be removed from further consideration.

F. Contract Award

1. The Smithsonian reserves the right to: (a) reject any or all offers if such action is in the best interest of the Smithsonian; (b) accept other than the lowest offer; (c) reject any offer that receives less than an acceptable technical rating; (d) award one or two contracts to separate offerors based on either the audience development services or the event management services portion of a proposal; and (e) waive informalities and minor irregularities in offers received.

2. The Smithsonian reserves the right to award a contract or contracts on the basis of initial offers received, without discussions or any other contact concerning the proposals received. Therefore, each initial offer should contain the offeror's best terms from a price and technical standpoint.

3. A written award or acceptance of an offer mailed or otherwise furnished to the successful offeror results in a binding contract without further action by either party. The Smithsonian Institution may accept an offer, whether or not there are negotiations after its receipt, unless written notice of withdrawal is received before award. Negotiations conducted after receipt of an offer do not constitute a rejection or counteroffer by the Smithsonian Institution.

4. This request does not commit the Smithsonian to pay any preparation costs nor to make reimbursements for any of the cost associated with a response to this request.

PART II

STATEMENT OF WORK

National Museum of American History Audience Development and Special Events Support Services

C.1. Introduction

a. The Smithsonian’s National Museum of American History, Kenneth E. Behring

Center(“NMAH” or “Museum”) has the unique mandate to tell the entire story of American history.

Through incomparable collections, rigorous research, and dynamic public outreach, the Museum explores the infinite richness and complexity of American History. The Museum helps people understand the past in order to make sense of the present and shape a more humane future.

Reaffirming this sense of connection to the national story is a particularly American ritual. No other museum or cultural institution in the country has this unique mission or singular opportunity. The three million objects in the Museum’s collections speak to who we are as Americans, to our ideals, our experience, our aspirations, our values our character, and our traditions.

One of the Museum’s core priorities in its current strategic plan is to “lead the nation in understanding the American Experience”. To achieve this goal, in the autumn of 2015, the Museum will launch a new influential discussion series (“Great Americans”) that will showcase the stories and related objects of Americans who have made significant contributions to the American Experience. Each of the four programs hosted in the series each year will be prominent, high profile events hosted at the Museum with local and national impact.

The “Great Americans” series will consist of four high-profile events a year, hosted at the Museum.

Venue:

Conversation: NMAH’s Warner Bros. Theater (264 seats)

Green Room: NMAH’s Reception Suite

Reception: NMAH’s Flag Hall or other appropriate exhibition/public space.

Audience: 264 high-profile “influencers,” current and prospective Museum donors Dates: Four events, hosted quarterly in 2015-16; first event in December 2015. Project may be held annually for 4 years.

Event Format:

60 minute Theater-style conversation between the moderator and a “Great American”

TBD, preceded or followed by an elegant, “heavy” hors d’oeuvres (non-seated) event reception for all invited guests. The event will be free of charge.

Event will begin with an approximately 2 min. produced film that will introduce the topic and speaker

Each event will also include a pre-event VVIP green room for the moderator, speaker and select guests (up to 25) and/or a pre/post event private dinner for speaker, moderator and selected guests (up to 6).

Each event may include an object donation (During the stage piece) as well as objects out of NMAH storage featured as part of the reception. (handled by NMAH Curatorial Staff)

b. RFP Purpose: The Smithsonian, on behalf of NMAH, is searching for development and special events firms to:

1. Audience Development: Develop and manage a high profile guest list of VIPs, influencers, and current and prospective donors for the first four events in the series, which will take place in 2015-16. The goal is to secure a strategic audience who will deepen their interest in NMAH exhibitions, programs and projects and have the financial capacity to make significant gifts to support the Museum.

2. Event Management: Manage production for the first four events in the series for

2015-16.

C.2. SCOPE OF WORK

A. The Work: The Contractor will work with the NMAH to achieve the following goals for the Museum through the “Great Americans” program series.

1. Develop, convene and steward a new core group of influencers, supporters and donors for the Museum’s priority initiatives through their participation in the “Great

American” series.

2. Raise the profile and status of the Museum through showcasing its scholarship, collections and programs.

3. Lead the nation in understanding the American Experience

4. Honor great Americans who have made substantial contributions to the American

Experience.

To further such goals, the Contractor will provide audience development, special events and programmatic consultation to support the event series, including conceptualizing, finalizing, implementing and managing the activities listed below. Specifically, the Contractor will provide the following:

1. Audience Development: Contractor will provide an overall cultivation strategy for the series, including audience/list development and management. This includes:

a. With NMAH, identifying target audience(s) for each event as well as the overall series.

b. Leading research for NMAH event list from various constituencies.

c. Direct outreach out to select number of guests in order to secure attendance.

d. Maintaining organized/alphabetical invitee/guest list for reference.

e. Provide final list for invitation mailing.

f. Manage RVSP’s, providing reports to NMAH on a regular basis

g. Research and create bios for key guests.

h. Provide final attendance list with names, addresses and phone numbers.

i. Oversee thank-yous and post-event follow up/cultivation needs.

2. Event Management: (Optional) Contractor will provide overall logistical and coordination services to the NMAH throughout the contract period, and will provide regular updates on the progress of work, related budget information and final event reports. Contractor will also contract with and pay for pre-approved vendor services, subject to reimbursement by NMAH. The Contractor will also assist with the development of event flow, event production and follow-up, and will serve as a liaison with NMAH, vendors and subcontractors. This work includes:

a. Event concept and planning-- provide consultation regarding the format and logistical implementation of the events.

b. Development and maintain a timeline for event production.

c. Contracting with a vendor for the production of a short (approximately 2 min.)

video that introduces the speaker and topic at the beginning of each event.

NMAH will have the right of approval over the selection of the production company and manage the content creation of the ADA open captioned video with the company directly.

d. Contracting with all speakers, oversee and pay for speaker travel and logistics, including itineraries, subject to reimbursement.

e. Overseeing gift bag, printed save-the-date, printed invitation, printed program design, and other event signage production and distribution.

f. Vendors – recommend vendors and negotiate the best value for NMAH.

Contract with, pay for and coordinate all logistics of vendors and subcontractors. All sums paid to vendors will be reimbursed upon receipt of invoice.

g. Guest Management:

i. Manage and train/oversee staff to organize guest movement including check-in and VVIP spaces.

ii. Produce name badges.

iii. Identify guests needing introductions or special handling by NMAH staff as appropriate.

iv. Manage guest photography including in-house/hired photographers and celebrity press.

h. Participate in meetings with NMAH staff throughout as appropriate (meeting timeline developed jointly at introductory meeting).

3. Budgeting and Reporting for Audience Development and Event Management:

a. Remain within NMAH’s established budgets for the events.

b. Provide projected and revised budgets.

c. Provide regular updates on project status and budget to NMAH.

d. Provide detailed final budget and report for events.

Description of Events Time Frame Proposed Completion Date*

Initial Meeting August 2015.

Program 1:

August/September – list creation, vetting, finalizing

September- event speakers and vendors selected and contracts negotiated

First week of October –mail Save-the-Date Cards

September – Direct follow up with invitees

First two weeks of October – Event Vendor Contracts Executed

Last week of October - Invitations Mailed

November – design of printed programs

November – all logistical requirements outlined and confirmed

Late Nov./Dec. (Exact Date TBD) – RSVP Due Date

November/Early December – follow-up with RSVPs not yet received

December (Exact Date TBD). – programs printed

December (Exact Date TBD). – load-in begins

December (Exact Date TBD). – set up

December (Exact Date TBD). “Great American” Program #1 Takes Place

December (Exact Date TBD). – Thank-yous and direct follow up with audience members

December (Exact Date TBD).. – Debrief on program

Programs 2-4:

Production timelines similar to those outlined above for Program 1, with subsequent programs targeted for March, May and September, 2016.

B. Optional Work: Other events may be added at additional costs. At Smithsonian’s option, it may add the design, implementation and management of one or more of these additional special events to the Contractor’s scope of work by execution of an amendment to the Contract, to be signed by both parties. If the Smithsonian elects not to exercise this option, in whole or in part, it may contract with any other entity of its choice and may make available to the new contractor all materials developed hereunder without restriction.

PART III: PROPOSED CONTRACT

In the Event of an Award

Smithsonian Institution Contract #

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made and entered into this __ day of ___________, 2013 (“Agreement”) by and between the SMITHSONIAN INSTITUTION, on behalf of its

National Museum of American History (“NMAH”) whose principal office is located at 14th &

Constitution Ave. N.W Washington, DC 20560 (collectively, “Smithsonian”) and [NAME OF

VENDOR], whose address is _______________________________ (herein “Consultant”).

WHEREAS, the Smithsonian is seeking a firm to provide professional, technical, non-personal audience development and/or event management services (“Services” or “Work”) for its Great

Americans program series (“Series”)

WHEREAS, Consultant is an expert in providing such Services; and

WHEREAS, the Consultant desires to provide the services to the Smithsonian.

NOW THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties agree as follows:

1. Statement of Work. The Consultant agrees to provide, at its sole cost and expense, the following first class Services:

[See statement of Work]

2. Term. The term of this Agreement shall commence upon execution hereof and continue for a period of 1 year through completion of all Services (“Term”). Smithsonian shall retain the option to renew this Agreement each year for a period of 3 years, at its sole discretion, upon receipt of a proposal from Contractor with projected budget information.

3. Payment.

a. In consideration of the Work and services to be rendered and of the rights granted herein by Consultant, the Smithsonian shall pay and the Consultant shall accept as its sole compensation, a firm, fixed fee (“Fee”) of [ADD AMOUNT] payable as follows:

b Expenses. All of Consultant’s expenses incurred in the performance of Consultant’s obligations hereunder, including but not limited to travel, materials, telephone, messengers, reproduction services, etc. are the sole responsibility of Consultant.

c. Invoicing. Consultant will submit a proper invoice that references the Smithsonian

Institution Purchase Order Number as listed on the first page of this Agreement for the amount due at the appropriate times as set forth above to facilitate payment. Smithsonian will make its best efforts to send each payment within thirty (30) days of Smithsonian COTR’s written approval of each corresponding invoice. No payments will be made without receipt of a proper invoice. Invoices shall be submitted to the following address for review and approval by the

Smithsonian’s COTR:

NOTE: The Prompt Payment Act, P.L. 97-177 (31 U.S.C. Section 1801) is not applicable to the

Smithsonian Institution.

4. Schedule of Deliverables. Contractor shall complete all Work under this Agreement in accordance with the following deliverables schedule: [attach schedule]

Smithsonian shall review each Deliverable after submission and Consultant shall make any changes required by Smithsonian to Smithsonian’s satisfaction.

5. Acceptance. Acceptance of the Services and the decision to use the Services are at the

Smithsonian’s sole discretion.

6. Due Dates. The due dates set forth in this Agreement shall be treated as “of the essence.” Consultant’s delays directly caused by Smithsonian’s delays in delivery of material to the Consultant shall not be considered a breach of this Agreement.

7. Grant of Rights. The Consultant acknowledges and agrees that the Services, work, all materials produced, composed or created in the performance of this Agreement (collectively, (“Work”) , shall be deemed a work-made-for-hire as defined by the United States Copyright Act

(17 U.S.C. 101 et seq.), and as such, all copyright therein shall subsist in the Smithsonian from the moment of fixation. In the event the Work is adjudicated not to be a work-made-for-hire, the

Consultant hereby transfers and assigns to the Smithsonian all right, title, and interest, including but not limited to copyright interest, in and to the Work and to any additions or alterations made to the Work under this Agreement in perpetuity throughout the world. Smithsonian owns all right, title and interest in and to the Work, including, but not limited to, the exclusive right throughout the world to publish, edit and/or exploit the Work and to republish and/or authorize the republication thereof, in whole or in part, in any language, and in any and all media and formats (including electronic media, CD-ROM, Web sites and any other electronic system or medium now existing or hereafter developed). The copyright notice for the Work and for any other products related to or derived from the Work, shall be in the name of the Smithsonian

Institution. This provision shall survive the termination of this Agreement.

8. Representations and Warranties. Consultant warrants and represents that: (a) it has the full power, legal capacity and authority to enter into this Agreement and to carry out its terms;

(b) it has all the rights necessary to grant the rights to the Smithsonian in this Agreement; (c) all

Work, content, text, materials, information, data, and technology developed or provided by

Contractor will be furnished to the Smithsonian free and clear of any claims, demands, liens and encumbrances which might interfere with any use as contemplated herein and any exercise of such rights by Smithsonian will not require any compensation or payment by the Smithsonian to any third party; (d) all statements asserted in Contractor’s deliverables as fact are based on careful investigation and research for accuracy except for information obtained from the

Smithsonian, which information Contractor shall be entitled to assume is true and correct in all respects; (e) Contractor’s deliverables shall not include any material which is injurious to any person or entity or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful; (f) neither the Work performed nor any Proprietary Materials provided hereunder will infringe any patent, copyright or trademark or any other proprietary rights of a third party or constitute a misuse or misappropriation of a trade secret of a third party; (g) Contractor has registered with or completed the annual representations and certifications electronically via the

System for Award Management (“SAM”) website at https://www.unitedstatesbusinessregistration.us/?gclid=CO6M-K-x4sYCFQataQod4VAPtg and will maintain an active profile throughout the term of this Agreement and through final payment.

9. Indemnity. Consultant agrees to indemnify and hold harmless the Smithsonian, its

Regents, officers, agents and employees and the United States Government from and against any and all suits, claims, damages, liabilities or losses, including but not limited to court costs and reasonable attorneys’ fees, based on or with respect to any breach of this Agreement and any violation or alleged violation of the foregoing representations and warranties.

10. Use of Smithsonian Name. Consultant may not use the names “Smithsonian

Institution,” “Smithsonian,” or the names of any of the Smithsonian’s museums, organizations or facilities in any manner or through any medium for any purpose, including but not limited to advertising, promotion, or publicity. Consultant may make use of the Smithsonian name in a client “resume,” as long as Consultant lists the Smithsonian name among all or a significant portion of client names and without placing the Smithsonian name in a prominent position that draws special attention to the Smithsonian name among other names on the list.

11. Termination. Smithsonian may terminate this Agreement at any time, in whole or in part, upon written notice to Consultant. Immediately upon receipt of notice of termination and except as otherwise directed by the Smithsonian Contracting Officer, the Consultant shall (i) stop the Work on the date and to the extent specified in the notice of termination; (ii) deliver to the

Smithsonian any Work compiled up to the date of termination; and (iii) return to the Smithsonian all Work-related equipment, supplies and materials, including but not limited to any source materials, if applicable.

a. If the Smithsonian terminates this Agreement based upon a breach of a material term of this Agreement by Consultant (e.g., if the Consultant is unable to perform the Work as set forth herein), the Consultant shall not be entitled to receive the payments set forth in Section 3.a. and shall be required to return to the Smithsonian the full amount of any payments received, or any portion thereof that has been paid to Consultant at the time of termination, upon written notice.

https://www.unitedstatesbusinessregistration.us/?gclid=CO6M-K-x4sYCFQataQod4VAPtg

b. If the Smithsonian terminates for any other reason, the Consultant shall be paid or be entitled to retain, subject to the terms of this Agreement, a percentage of the Fee reflecting the percentage of the Work performed prior to the notice of termination. In the event of an overpayment, Consultant shall return to the Smithsonian any percentage of the Fee paid by

Smithsonian for which services have not been rendered. The Consultant shall not be paid for any Work performed or costs incurred that reasonably could have been avoided.

13. Force Majeure. If by reason of fire, earthquake, flood, explosion, accident, act of God, or war, Consultant shall be delayed or prevented from performing her obligations as set forth in this Agreement, such delay shall be excused during the continuance of and to the extent of the cause, and the contract period for performance shall be extended, if practicable, for a period equal to the period of such cause. If such delay exceeds thirty (30) days either party hereto may terminate the Agreement, and all rights and obligations hereunder shall cease.

14. Authorized Representatives.

a. Authorized Representative for Contract Matters. For the purposes of liaison and direction in contractual interpretation matters, dispute resolution, or for modification of this

Agreement, Smithsonian shall be represented by Dorothy A. Leffler, CO, Smithsonian

Institution.

b. Authorized Representative for Operational Matters. For purposes of liaison, providing guidance and direction in daily operational matters, granting approvals or withholding same, and for general contract coordination as detailed herein, Amy Bartow-Melia, NMAH.

c. Substitution of Representative. Smithsonian and Publisher shall advise one another in writing of any substitution for said representatives.

15. Notice. All notices shall be given by registered mail, postage prepaid, return receipt requested:

To Smithsonian:

For Contract Coordination:

For Contract Matters:

Contracting Officer

Office of Contracting & Personal Property Management

Personal Property Management

Smithsonian Institution

2011 Crystal Drive, Suite 350

Arlington, VA 22202-3709

(via overnight delivery service)

Attn: Chris Crane

To Consultant:

By providing notice pursuant to this paragraph, either party to this Agreement may change the individuals or the address(es) for correspondence, notices, or royalties that are to be sent.

16. Assignment and Amendment. This Agreement is binding on and personal to the parties and shall not be assigned, amended, or modified except by mutual written agreement by the parties hereto.

17. Applicable Law. This Agreement shall in all respects be interpreted, construed, and governed in accordance with the laws of Washington, D.C. regardless of the place of execution or performance.

18. No Waivers. The waiver by any party of a breach or default of any provision of this

Agreement shall not constitute a waiver of any succeeding breach, nor shall delay or omission on the part of either party to exercise any right that it has under this Agreement operate as a waiver of such right.

19. Relationship of the Parties. The parties, by this Agreement, do not intend to create a partnership, principal/agent, or joint venture relationship and nothing in this Agreement shall be construed as creating such a relationship between the parties. Neither party shall have the right to obligate or bind the other in any manner whatsoever, and nothing contained herein shall give, or is intended to give, any right of any kind to any third parties. It is understood that Consultant is undertaking the Work herein as an independent contractor, not as an employee of Smithsonian, and is not eligible for Smithsonian benefits, or for coverage under any Smithsonian medical, liability, or other insurance policies or for any other employment benefits.

20. Severability. If any term or provision of this Agreement shall be held to be invalid or illegal, such term or provision shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement.

21. Recitals and Headings. The recitals herein constitute an integral part of the Agreement reached and are to be considered as such. However, the captions and headings contained in this

Agreement have been inserted for reference and convenience only and in no way define, limit, or describe the text of this Agreement or the intent of any provision.

22. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this

Agreement.

In Witness Whereof, these parties have executed this Agreement as of the day and year written above:

ACCEPTED AND AGREED:

SMITHSONIAN INSTITUTION

Dorothy A. Leffler

Contracting Officer