am_5.pdf

(x)

T17SOL10048

x x copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

OCON

Washington DC 20013-7012

MRC 1200

P.O. BOX 37012

OCON

OCON

Washington DC 20013-7012

MRC 1200

P.O. BOX 37012

SMITHSONIAN INSTITUTION

11/08/20170005

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

11/08/2017

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

This is amendment 5 to solicitation T17SOL10048. Please see the Requests for Clarifications issued April 19, April 23, and May 3, and amended documents attached hereto.

The Proposal Submission Deadline remains 2 pm EST on May 10, 2018.

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

Thomas Dempsey

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

Smithsonian National Zoological Park CPF P3 RFP No. T17SOL10048

Clarifications: Set 7 (4/20/2018)

Clarifications and Amendment (Set 7)

Type Document

(RFP, PA, TR)

Question Response

Tech Data Room

The information that was added to the Data Room via Clarification Set #6 issued by the Smithsonian on 4/11/18 (ref: “Precast Concrete SD (AAN)” placed in Folder 2.2.8) is the construction submittal for the architectural precast concrete panels that are attached to the face of the structural retaining wall along North Road. Please provide the construction submittals and as-built information for the structural retaining wall and its foundation.

Additional information has been added to the Data Room, Folder 2.2.8.

Please see document “As-built Retaining Wall Structural Construction

Drawings (by Geomo)”.

Gen RFP

The RFP makes reference to the Technical Requirements (Exhibit C to the

Concession Agreement) for guidance in preparing the following plans/outlines:

1. Developer Project Management Plan

2. Developer Transition Management Plan

3. Developer Quality Management Plan

4. Design & Construction Quality Management Plan

5. OFM Quality Management Plan

The Smithsonian hereby clarifies that it is not prescribing the precise content or formal of any plans or outlines contemplated among the submission requirements; however, to facilitate Proposer preparation of these documents, some guidelines are being provided as a reference.

I. Developer Project Management Plan (DPMP) The DPMP outlines the Developer approach to overall management of the Project and the Developer’s implementation approach.

As such, the DPMP describes the organization, staffing, systems, strategies, approaches, procedures, and methods for the administration and management of the Project in accordance with the Agreement. Reference PMP contents can be found in Project

Management Body of Knowledge (PMBOK) documentation.

DPMP contents would generally include consideration of all or some of the following elements:

A. Project Management and Administration

1. Personnel: Names and contact details, titles, and job roles for Developer personnel providing day‐to‐day management and administration of the Project, D&C Contractor, O&M Contractor, Commercial and Contract

Administration.

2. Management Plans: Procedures for managing and documenting the Developer Project Management Plan (DPMP) including, but not limited to, the Developer Communications Plan, Safety Plan, Quality Management Plans, O&M Plan, Design and Construction, Financing Plan, etc.

3. Contractors: Procedures to establish how the Developer will manage contractors

4. Interfaces: Procedures to establish how the Developer will coordinate with, including but not limited to, Smithsonian, Governmental Entities, Utility Owners, etc., as well as internal interfaces between Developer members (i.e., contractor, Operator, Equity investors, etc.)

5. Reports: Procedures for Progress Report submission in compliance with Agreement

6. Quality Control: Procedures to ensure compliance with the all Quality Management Plans, as well as with Works Plan and O&M Plan. Includes procedures to ensure and encourage continuous improvement.

7. Audit: Name of Developer's representative with defined authority for establishing, maintaining, auditing and reporting on DPMP performance, as well as procedure to facilitate review and audit of the DPMP by Smithsonian.

8. DPMP Update: Procedures for preparation of amendments and submission of amendments to any part of the DPMP

9. Management of Plans: Procedures for managing and documenting all required Plans and submittals

10. Document Management: Procedures for management of the Electronic Document Management System (EDMS) and the manner in which the EDMS records will be maintained, including any specific systems the Developer will use.

B. Project Organization

1. Organization: Developer’s main contractual arrangements and organizational structure, including diagrams and charts covering the activities to be performed in accordance with the Agreement.

2. Personnel: Names and contact details, titles and job roles for key personnel and procedures for training of Developer employees and employees of Contractors and subcontractors to ensure compliance with requirements of DPMP and

Standards.

3. Procedures: How principle activities will be performed, processes and procedures for communications between the

Developer

4. Quality Control: Quality control procedures including a resource table for monitoring and auditing all organizational activities, procedures to ensure leadership and management quality, as well as to encourage continuous improvement.

5. Audit: Names, title, roles and responsibilities of quality management staff

C. Communications and Coordination

1. Organization

2. Personnel

3. Management Plan

4. Offices and Equipment

5. Contractors

6. Interfaces

7. Procedures

8. Quality Control

D. Project Schedule

1. Schedule: Project Schedule development in accordance with the Agreement

2. Personnel: Names and contact details, titles, and job roles for Project Schedule team

3. Procedures: Procedures describing how the principal activities will be performed (including WBS) / Processes and procedures for communication of Project information within the Developer's organization and with the Smithsonian / procedures for communicating changes to the Developer’s Project Schedule

4. Quality: Control Quality control procedures / procedures to ensure accuracy, completion, and quality in submittals

5. Audit: Name of Developer's representative with defined authority for establishing, maintaining, auditing and reporting on Project Schedule performance

6. Document Management: EDMS document management procedures

E. Safety

1. Management Plan: Safety Plan

2. Organizational Structure: Developer Safety organizational structure, including diagrams and charts

3. Personnel

4. Procedures

5. Quality Control

6. Audit

7. Document management

F. Risk Management

1. Risk Management Plan

2. Organizational Structure

3. Personnel

4. Procedures

5. Quality Control

6. Audit

7. Document management

II. Transition Management Plan Focus should be placed on how the Developer will coordinate with the Smithsonian, meet its conditions precedent during the

Transition Period, and fluidly transfer responsibility for parking operations from Smithsonian Enterprises to the Developer.

Components of the plan might include organizational structure, schedule, coordination processes, permitting, design and construction activities (during construction), and parking transition.

III. Developer Quality Management Plan (DQMP) The Developer Quality Management Plan is a master document outlining the Developer’s integrated quality management across all project phases and disciplines, including routine metrics and procedures to mitigate and correct variances from expectations, verification and inspection approaches. DQMP should demonstrate understanding of the importance of quality management systems for successful delivery and operation of the Project throughout the term.

The Quality Management Plan will guide the conduct of QA/QC. Plan will guide the delivery of Developer QA/QC processes and procedures and should include the systems, policies, processes, and procedures to ensure compliance with the Agreement and be implemented across all tiers of the Developer’s organization.

Plan would also include procedures relating to internal QA/QC audits to demonstrate compliance with the QMP and/or revisions when the Smithsonian’s or the Developer’s audits or monitoring detect systematic or fundamental breaches of the Agreement or the requirements of the QMP, or deficiencies are detected in the manner the Construction Works are produced or services delivered.

Individual Quality Management Plans are also required for diverse disciplines and project phases (i.e., Design and Construction and

OFM). These subordinate plans would lay out specific QA/QC processes for these disciplines and include basic quality management elements such as:

1. Organization: Developer's main contractual arrangements, organizational structure covering the activities to be performed in accordance with the Agreement

2. Personnel: Resource Plan for the Developer and its subcontractors per activity area / arrangements for coordinating and managing staff interaction with Smithsonian including collocation of Key Personnel / names and contact details, titles, job roles and specific experience required for the Key Personnel and for other principal personnel per activity/ names and contact details, titles, job roles and specific experience required for the principal personnel for Contractors and any third party with which Developer will coordinate activities.

3. Contractors: Overall control procedures for Contractors, including consultants and subconsultants / responsibility of contractors and affiliates / steps taken to ensure contractors and suppliers meet the obligations imposed by their respective Contracts.

4. Interfaces: Interfacing between the Developer, Contractors and Smithsonian

5. Environmental: Integration of the interface between environmental requirements (including landscaping) and Constructions

Works and O&M Services / procedures to implement and manage design package/construction package/ O&M plan;

6. Procedures: Procedures describing how the principal activities will be performed

7. Quality Control: Diverse Quality Management Plans prepared in accordance with the Agreement, including control procedures, a resource table for monitoring and auditing all services, review and certification, and verification of plans / procedures for environmental compliance/ procedures to track, monitor and audit nonconformance and noncompliance events

8. Audit: Name of Developer's representative(s) with defined authority for establishing, maintaining, auditing and reporting on the Quality Management Plans

9. Document management

Clarifications: Set 8 (4/23/2018)

Clarifications and Amendment (Set 8)

Type Document

(RFP, PA, TR)

Question Response

Legal PA Section 5.8.2

The revised version of the Project (Concession) Agreement recently posted to FBO contains a new Section 5.8.2 regarding “Material Change Costs” and “Material Change Costs Request”. This Section 5.8.2 contains several points of concern:

1. It contemplates review by a Governmental Authority only after Final Construction Documents, whereas agencies such as NCPC and CFA would likely be reviewing documents at an earlier stage of development, and such reviews could conceivably result in Material Change Costs.

2. It requires the Developer to be responsible for the first $150,000 of any material change by a Governmental Authority and does not limit this to any one Governmental Authority or any one change event.

This potential exposure is open-ended and unquantifiable.

The Smithsonian, in its sole discretion, determines whether or not a Material Change Costs Request is deemed a Compensation Event, and, should the Smithsonian decline a Material Change Costs Request, the Developer’s only options are to (i) undertake the Material Change Cost at its sole cost and expense, or (ii) terminate the Agreement. This potential exposure is open-ended and unquantifiable.

The referenced amendments to the Project Agreement were designed to clarify the limits of liabilities of both Parties to third party (Governmental Authority) approvals.

Section 5.8.2 does not limit or restrict the Developer’s ability to consult with third party Governmental Authorities prior to presentation of the final designs or construction documents; however, the determination as to whether or not a material change in designs is imputable to a Governmental Authority is to be based on their required changes to the Final Construction Documents, which include final designs. This provides a clear benchmark for quantifying the value of any required changes.

The Developer’s exposure to material changes is limited to $150,000, which is inclusive of all changes, as set forth in Section 5.8.2.

That said, the Smithsonian also is in need of protection against unlimited liabilities deriving from changes required by Governmental Authorities, so, in the event that Material Change Costs are in excess of $150,000, the Smithsonian may either accept the amount of a Materials Change Costs Request (which would then be treated as a Compensation Event) or elect to decline a Material Change Costs Request. In the event that the Smithsonian declines a Material Change Costs Request by deciding not to designate all or a portion of the Material Change Costs identified in the Material Changes Cost Request as a Compensation Event, the Developer, in its sole discretion, may (i) undertake the Material Change Costs at the Developer’s sole cost and expense, or (ii) terminate this Agreement in accordance with Section

11.7. In the event of termination, the Developer would be compensated in accordance with Section 11.11.3.

Clarifications: Set 8 (4/23/2018)

Legal Section 4.6.2

(RFP)

Section 2.3 (PA)

Section 4.6.2(b)(iii) of the RFP calls for the Closing Security to be $20 million, whereas Section 2.3 of the Project (Concession) Agreement calls for the Closing Security to be $7 million. In that the Smithsonian, in response to a previously-submitted question, had recently amended the Project (Concession) Agreement to reduce the Closing Security to $7 Million, please confirm that the RFP should be accordingly amended as well.

The closing security is confirmed to be $7 million, as previously clarified.

Legal Exhibit A & Section 6.1.2

Exhibit A of the recently amended RFP extends the deadline for questions to March 16, 2018. However, Section 6.1.2 of the RFP states “Issues relating to the Project Agreement shall be resolved through the RFP Process prior to the Proposal Submission Deadline” which would infer that questions/comments, at least those specific to the Project Agreement, could be submitted/addressed after March 16th but prior to May 1st. While we are diligently working toward submitting our remaining questions on March 16th, it is very possible that others may arise after that date. So, we respectfully request an extension of the deadline for submitting questions, at least with regard to the Project Agreement, recognizing that the proposal submission date would remain unchanged.

The Smithsonian shall permit questions and requests for clarification and amendment up until the submission deadline. Material questions will be addressed in the Smithsonian’s discretion.

Clarifications: Set 9 (5/03/2018)

Smithsonian National Zoological Park CPF P3 RFP No. T17SOL10048 Clarifications and Amendment (Set 9)

Type Document

(RFP, PA, TR)

Question Response

Legal / Commercial

PA 6.14 /

TR 3.3(i) / other

Section 3.3(i) of the Technical Requirements indicates that “Developer shall be responsible for delivering a Mid-Point Connector Pathway to the Smithsonian, who will subsequently assume full responsibility for its operation and maintenance”; however, the Operating Standards speak to the Developer Operating and Maintaining the entire Parking System, which is defined to include the Midway Connector Pathway. Please clarify which party will be responsible for the O&M of the Connector Pathway?

The Smithsonian hereby clarifies that the Developer will be solely responsible for the operation and maintenance of the CPF, Pedestrian Bridge, and Midpoint Connector Pathway.

The Agreement (Technical Requirements at Exhibit C) has been updated accordingly to eliminate any potential confusion.