Paleobiology Defragmentation Project Manager

The Smithsonian National Museum of Natural History (https://naturalhistory.si.edu)

The Smithsonian National Museum of Natural History Department of Paleobiology is seeking one, full time, independent contractor to assist with project management and provide logistical support for the Paleobiology Defragmentation Project. The contract period is for 760 hours (approximately 5 months) starting in February 2025.

The Paleobiology Collections Defragmentation Project is implementing a decades overdue, long-term comprehensive physical curation strategy. The project is resolving pervasive physical organization deficiencies that limit the collections’ accessibility and care. The project is ensuring the collections are out of imminent risk due to below-grade storage and will allow a physical organization to be realized among the near 11,000 collection cabinets distributed among three separate facilities.

Qualified individuals are invited to review the attached Request for Quotes (RFQ) and Statement of Work (SOW) for specifics. Details on what to include in the quote package and how to submit it are available in the RFQ.

Responses are due Monday, December 9 at 5pm (EST). Applicants should be registered as a federal contractor in the System for Award Management (SAM) concurrently to responding to the RFQ. 

Smithsonian Institution Request for Quote: 12/02/2024
National Museum of Natural History
Paleobiology Defragmentation Project Manager
This Request for Quote (RFQ) is issued by the National Museum of Natural History
(NMNH), Smithsonian Institution (SI), for one (1) individual for technical professional,
non-personal services for 760 work hours to assist with project management and provide
logistical support for the Defrag Project in support of the NMNH Department of Paleobiology as
in accordance with the attached Statement of Work (SOW).
I. SUBMITTING YOUR QUOTE
Price quotes must be submitted by email. Quotes are due by 5pm EST Monday,
December 9th, 2024 at:
Attn: Matthew T. Miller, Museum Specialist
Email to: millermt2@si.edu
Phone: 202-633-1344
Information to be Submitted with Quote
Quotes submitted must include the following information to be deemed responsive to this
Request for Quote and accepted by the Smithsonian Institution:

1. Name, address, telephone number, email address and UEI number
2. Narrative description of relevant experience and/or past performance and/or prior
   relevant experience (see Evaluation factors below)
3. Résumé with the following information: Qualifications (see Evaluation factors
   below)
4. Provide price for 760 hours (see Evaluation factors below)
5. Availability for proposed contract (must be prepared to start February 2025)
6. The date through which pricing submitted is valid
   Smithsonian Institution Request for Quote: 12/02/2024
   National Museum of Natural History
   II. DESCRIPTION OF REQUIRED SERVICES
   The contractor shall provide professional, technical, non-personal services to assist with
   project management and provide logistical support for the Defrag Project in support of
   the NMNH Department of Paleobiology. This is a full-time (40 hours/week) contract.
   The contractor shall assist with project management to include the following tasks:
7. Execute a work plan for collections moves actively being developed by Paleo collections
   staff to include collections tracking, rehousing, and consolidation.
8. Liaise with storage equipment vendor to facilitate the on-schedule delivery and quality
   control of new equipment.
9. Liaise with SI/NHB Facilities point of contact on all SI Facilities requests within the
   work plan such as movement of overhead lights and electrical outlets.
10. Transport the collection storage units from their current locations to the defined new
    storage units and their system of organization.
11. Plan collection transportation sequences and movement of all collections affected by the
    Defrag Project.
12. Ensure project stays on schedule by tracking and reporting project milestones (minimally
    at the shipment level).
13. Coordinate the schedule of the collections move team at the Paleo collections storage
    locations to ensure there is adequate labor available to assist with packing, moving, or
    unpacking collections to include SI staff, contractors, and volunteers).
    III. EVALUATION
    The SI plans to award based on best value to the SI considering the following five factors
    (A-E). Please be sure to address all factors in your bid. Please also address all relevant documentation in item IX of this document. All the following evaluation factors are of equal importance. The SI plans to award without discussions, however, does reserve the right to conduct discussions if later determined by the Contracting Officer to be necessary.
    A. Relevant Experience/Past Performance
    Relevant experience that is obtained within the past 3 years providing or performing services of similar size, scope, complexity, and type of client that indicates your suitability for this project as described in the statement of work.
    a. Include a brief summary of your training and experience in project management and working with museum collections.
    b. Include a brief summary of your experience working as an independent contractor or self-employed individual.
    B. Past Performance
    Past Performance should be indicated by the following:
    a. Include a list of current or previous work experience working in project management and/or working with museum collections/natural history objects with names of points of contact and their current telephone numbers who can answer specific questions on quality, workmanship, and scheduling.
    b. Provide a narrative detailing your past work including your approach to project management and working with museum collections or related materials.
    c. Provide contract periods of performance dates, dollar value, and brief description of the work performed.
    C. Résumé
    Submit a résumé outlining your qualifications as they relate to this project and the qualifications as listed in the Statement of Work.
    D. Price
    Provide a firm fixed price for an hourly rate for a total of 760 hours. This price shall include all costs.
    E. SAM registration
    Please provide your current Unique Entry ID number and state whether you have an active SAM registration. Only current UEI number holders will be considered for this RFQ.
    IV. INDEPENDENT CONTRACTOR RESPONSIBILITIES
    A. Contractor is responsible for providing, at Contractor’s own expense and as necessary,
    disability, unemployment, workers compensation and other insurance, including adequate
    liability and property insurance, training, permits, and licenses for Contractor and for
    Contractor’s employees.
    B. Contractor is responsible for paying all taxes and income taxes, including estimated
    taxes, incurred as a result of payments by the Smithsonian to the Contractor for
    performance of this contract.
    V. INSURANCE REQUIREMENTS
    Contractors working on Smithsonian property, or working with sensitive objects or data,
    must provide proof of adequate professional insurance. Prospective Contractors for the
    services described above are required to have Commercial General Liability Insurance
    including coverage for bodily injury and property damage. The Smithsonian Institution
    must be listed as additional insured under this policy. Proof of insurance must be
    submitted with quotes.
    Contractors with questions about meeting insurance requirements should contact:
    Smithsonian Institution Request for Quote: 12/02/2024
    National Museum of Natural History
    Carol Youmans, Management and Program Analyst
    Office of Planning, Management & Budget
    Email: YoumansC@si.edu
    Phone:(202) 633-5164.
    VI. SYSTEM FOR AWARD MANAGEMENT (SAM) REGISTRATION
    It is a requirement that current and prospective recipients of contracts and purchase
    orders awarded by the SI must have an active SAM registration to be eligible for awards
    and maintain an active record in SAM throughout the period of time the SI award will be
    in effect. The SAM requires a one-time business registration, with annual updates, and
    allows vendors to control the accuracy of the business information they enter. The
    financial data you enter, which includes the electronic funds transfer (EFT) data collected
    by SAM, will assist the SI with correctly directing payments on your invoices and
    complying with the Federal Debt Collection Improvement Act of 1996.
    Within thirty (30) calendar days after your SAM registration is activated you must mail a
    notarized letter to SAM. You will receive guidance on this procedure throughout the
    SAM registration process and again after your SAM registration is activated. Federal
    agencies, including SI, have been assured that once an entity’s SAM registration is
    activated, agencies may engage that entity. Notarized letters from registered entities will
    need to contain specific language. OCon&PPM has provided the preferred language for
    letters with our form memo OCon 120 – Mandatory Registration in the System for Award
    Management (SAM) that accompanies this RFQ.
    If yours is the acceptable price quote and you are selected for award, your organization’s
    active registration with SAM must be verifiable by SI staff managing this procurement
    prior to contract or purchase order award being executed, and at the time any
    modifications or amendments to awards might be required.
    You may complete or update your SAM registration information anytime online at http://
    sam.gov. Questions regarding the process may be directed to the Federal Service Desk
    online at www.fsd.gov or via toll free call to 1-888-606-8220. There is no charge for
    registering in SAM.
    VII. UNIQUE ENTITY IDENTIFIER (UEI) NUMBER
    A UEI number is a unique twelve-digit alpha-numeric identifier that will be assigned to
    you when your SAM registration is completed. A UEI is available for each physical
    location of your business (see Section V. of this RFQ). You will need to maintain your
    assigned UEI(s) in a safe location where they may be easily accessed. Your UEI will be
    required whenever you need to annually update your SAM registration or make changes
    to your SAM registration information at any time.
    VIII. LEGISLATIVE AND/OR ADMINISTRATIVE REQUIREMENTS
    A. Background Investigations
    Smithsonian Institution Request for Quote: 12/02/2024
    National Museum of Natural History
    If a contractor employee assigned to the SI under this contract will have an association
    with SI that will be greater than thirty (30) days, determined either at time of contract
    award or anytime during contract performance, and will need access to staff-only areas
    of SI controlled facilities and leased spaces, the employee shall be required to receive
    an SI Credential. Contractor employees who require an SI Credential shall be required
    to undergo and pass an appropriate background investigation and complete security
    awareness training before an SI Credential is issued. Employees whose associations
    with the SI will be less than 30 days shall not receive a background investigation or SI
    Credential, however, they must be escorted by Credentialed personnel at all times when
    in staff-only areas of SI facilities. If relevant to this RFQ, a form OCon 520,
    Background Investigations and Credentials for Contractors’ Personnel, is included.
    The following actions shall be required to be completed by the SI Contracting Officer’s
    Technical Representative (COTR) and successful vendor:
14. The COTR shall provide an OF-306, Declaration for Federal Employment form,
    for each of the Contractor’s employees who will be assigned to the SI for 30 days
    or longer. The OF-306 forms must be completed by each person and returned by
    the Contractor to the COTR, or other designated SI employee, within ten (10)
    workdays from receipt of the forms by the Contractor.
15. For contractors to SI organizations outside the Washington DC and New York
    City areas, forms SF-87, Fingerprint Cards, shall be provided to the Contractor by
    the COTR or other designated SI employee. Each form SF-87 must be returned to
    the COTR, or other designated SI employee, within ten (10) workdays from
    receipt of the forms by the Contractor When necessary, the forms SF-87 shall be
    submitted by the Contractor with the OF-306.
    Homeland Security Policy Directive 12 (HSPD-12)
    IX. INFORMATION TO BE SUBMITTED WITH QUOTES
    Quotes submitted must include the following information to be deemed responsive to this
    Request for Quote and accepted by the SI:
    A. Documentation of your current active SAM registration with the date it will expire
    B. Project Title
    C. Business name, address, telephone number, and UEI number
    D. Business point of contact name, telephone number and email address
    E. Pricing. Ensure that base year and option year pricing is included.
    F. Past Performance information should include the contract number, contact person with
    telephone number and other relevant information for at least 3 recent relevant contracts
    for the same or similar goods and/or services.
    G. Certificates or other documentation confirming appropriate types and levels of
    insurance required are in effect, and other certificates and documentation requested.
    Smithsonian Institution Request for Quote: 12/02/2024
    National Museum of Natural History
    H. If services are subject to the requirements of the Service Contract Act provide with
    your quote:
16. U.S. Department of Labor wage determination hourly rate payable within the
    location of work performance
17. Health and Welfare hourly rate payable within the location of work performance
18. IFF hourly rate payable within the location of work performance
19. G & A hourly rate payable (e.g., markup, overhead, etc.) within the location of
    work performance
20. Vacation hourly rate payable within the location of work performance
21. Holiday hourly rate payable within the location of work performance
22. If requested in the RFQ, provide résumés of personnel that may be assigned to
    perform work under the anticipated award.
23. When prices quoted are in accordance with the terms of a General Services
    Administration (GSA) schedule contract, provide the following information: your
    GSA contract number, SIN, goods and/or services pricing.
24. Indicate any discounts to your GSA schedule contract pricing that is being extended
    to the SI by your price quote(s).
25. Cite the date through which pricing submitted is valid.
    ATTACHMENT(S):

• Statement of Work for Statement of Work for Paleobiology Defragmentation Project
  Manager
• Form SI 147A, Smithsonian Institution Purchase Order Terms and Conditions
• Form SI 147B, Smithsonian Institution Privacy and Security Clause
• OCon 120, Mandatory Registration in the System for Award Management (SAM)
  Purchase Order No: xxx
  National Museum of Natural History
  Smithsonian Institution
  Department of Paleobiology – Paleo Defragmentation Project Manager
  Statement of Work

1. Introduction
   1.1 Background
   The Paleobiology Department in the National Museum of Natural History is undertaking
   a multi-year project to physically reorganize the entire fossil collection as a result of
   facilities changes and upgrades. This project, called the Paleobiology Defragmentation
   Project (or Paleo Defrag) is to implement a decades overdue, long-term, comprehensive
   physical curation strategy that started with the relocation of collections out of the floodprone
   Natural History Building (NHB) East Basement. In essence, defragmentation
   reorganizes the entire collection from its status of “anywhere it could fit” over the past
   50+ years into a contemporary, scientifically valid and freshly curated state. This
   comprehensive project will affect the majority of Paleobiology’s 42 million specimens.
   1.2 Purpose
   The NMNH Department of Paleobiology (Paleo) requires a project manager to oversee
   logistical, team lead, and record keeping matters relating to movement of the fossil
   collection from multiple locations within Smithsonian facilities including the Natural
   History Building, Museum Support Center (MSC), and the Garber Facility. Contractor will
   provide support to Paleo through assistance with inventory control and record keeping,
   project quality control, testing and ordering supplies, facilitating communication among
   project team members, and meeting planning, among other support tasks.
2. Scope of Work
   2.1 Scope of Work
   The contractor shall provide professional, technical, non-personal services to assist with project management and provide logistical support for the Defrag Project in support of the NMNH Department of Paleobiology. This is a full-time (40 hours/week) contract. The contractor shall assist with project management to include the following tasks:
   • Execute a work plan for collections moves actively being developed by Paleo collections staff to include collections tracking, rehousing, and consolidation.
   • Liaise with storage equipment vendor to facilitate the on-schedule delivery and quality control of new equipment.
   • Liaise with SI/NHB Facilities point of contact on all SI Facilities requests within the work plan such as movement of overhead lights and electrical outlets.
   • Transport the collection storage units from their current locations to the defined new storage units and their system of organization.
   • Plan collection transportation sequences and movement of all collections affected by the Defrag Project.
   • Ensure project stays on schedule by tracking and reporting project milestones (minimally at the shipment level).
   • Coordinate the schedule of the collections move team at the Paleo collections storage locations to ensure there is adequate labor available to assist with packing, moving, or unpacking collections (to include SI staff, contractors, and volunteers).
     2.2 Deliverables
     The contractor shall meet with and report on the status of the project to the COTR
     and/or the TPOC weekly. The report shall include a listing of completed tasks as well as a
     status report for all in-progress tasks noting the percentage complete and projected
     date of completion.
3. Performance Standards
   3.1 Period of Performance
   The period of performance shall begin February 7, 2025 and the full contract duration of
   760 hours of work will be completed by August 10, 2025.
   3.2 Required Skills

• Specialized knowledge of fossil collections moving logistics for collections larger than
  1,000 museum cases.
• Able to safely operate collections handling equipment such as pallet jacks, moving
  dollies, and manual lifts.
• Specialized knowledge of fossil collections organization schemes including taxonomic,
  stratigraphic, and published/type specimen organization.
• Expert-level knowledge of fossil specimen handling and packing techniques and material
  to ensure the safe transport of fossil specimens.
• Excellent oral and written communications skills.
• Able to lead a team of collections move technicians in the safe movement of fossil
  collections between facilities.
  
  3.3 Communication
  The Contractor shall be in contact with the COTR and TPOC throughout all phases of
  the contract, meeting as needed by phone, video conference, or email. The COTR is
  the primary point of contact for all communications, unless otherwise directed by the
  COTR. The COTR shall perform inspection and acceptance of all workmanship and
  work performed by the Contractor with acceptance in writing.
  The Contracting Officer Technical Representative (COTR)
  Matthew T. Miller
  Collections Services Manager
  Smithsonian Institution
  National Museum of Natural History
  PO Box 37012
  MRC 121
  Washington, DC 20013
  Phone: 202.633.1344
  Email: millermt2@si.edu
  The Technical Point of Contact (TPOC)
  Amanda Millhouse
  Acting Paleobiology Lead Collections Manager
  Smithsonian Institution
  National Museum of Natural History
  PO Box 37012
  MRC 121
  Washington, DC 20013
  Email: millhousea@si.edu
  3.4 Invoice and Payments
  Contractor shall submit invoices, no more than once every two weeks and no less than
  monthly. Multiple payments shall be made as follows upon completion and acceptance
  of all work as required and receipt of proper invoices referencing this purchase order
  number.
  In lieu of own invoice, Contractor may request payment for services by completing
  Smithsonian invoice form SI-3726. (Copy sent with this purchase order.) Forward it to
  the address in the “Client Contact Information and Billing Information” section below.

1. General Conditions
   4.1. Place of Performance
   Contractor shall perform work at the Smithsonian Institution, National Museum of
   Natural History, Washington, DC and the Smithsonian Museum Support Center in
   Suitland, MD for work that is required to be on site. All other work can be performed off
   site with remote access to SI networks (using tools and equipment owned by the
   contractor).
   4.2 Work Hours
   Contractor shall perform all work Monday through Friday, excluding Federal holidays.
   With the approval of the COTR, work may also be performed on weekends. Hours of
   work and adjustment to hours shall be made in advance upon mutual agreement of the
   COTR and the Contractor.
   4.3. Smithsonian and Contractor Provided Property
   NMNH shall provide access to all datasets, software, and application resources required
   to accomplish the tasks, including Remote Desktop (RDP). NMNH is not responsible for
   providing equipment for work performed off-site.
   4.4. Access to SI’s Computer / Data Network
   If deemed appropriate by the Smithsonian, contractor personnel and/or representatives
   may be given a network login account and access to the Smithsonian’s computer / data
   network. In order to gain access to SI’s computer network, contractor personnel will be
   required to read Smithsonian Directive 931 Use of Computers and Networks and sign an
   affirmation that they agree to comply with the provisions of SD 931, to act in a
   responsible manner, and to respect and maintain the security of all systems to which
   they have access. All contractor personnel with network access are required to
   complete a short on-line computer security training program annually. Contractor
   personnel with SI network access are required to complete a background clearance and
   obtain an SI Security Credential (badge) if required.
   4.5 General Liability Insurance Enrollment
   The contractor elects enrollment in the commercial general liability policy for
   Smithsonian contractors and hereby agrees to pay funds to the Smithsonian Institution
   by check to facilitate enrollment in this policy. Insurance coverage is only for the
   duration of this contract and covers the contractor only for work performed for the
   Smithsonian Institution.
   4.6 Independent Contractor not an Employee
   It is understood that Contractor is undertaking the work hereunder as an independent
   contractor, not as an employee of the Smithsonian Institution, and neither Contractor
   nor Contractor’s employees are eligible for Smithsonian Institution benefits, including
   coverage under FECA (workers compensation) and FTCA (Federal Tort Claims Act), or
   coverage under any Smithsonian Institution workers compensation, medical, liability, or
   other insurance policy, or for legal protections afforded to employees under law
   applicable to employment relationships.
   a) Contractor is responsible for providing, at Contractor’s own expense and as
   necessary, disability, unemployment, workers compensation and other
   insurance, including adequate liability and property insurance, training, permits,
   and licenses for Contractor and for Contractor’s employees.
   b) Contractor is responsible for paying all taxes and income taxes, including
   estimated taxes, incurred as a result of the payments by the Smithsonian
   Institution to Contractor for performance of this Agreement.
   Contractor agrees and acknowledges that the Smithsonian Institution assumes no
   responsibility whatsoever for the acts, errors and/or omissions of Contractor beyond
   those which the Smithsonian Institution is responsible for at law.
   4.7 Warranties and Representations
   Contractor warrants the following: (1) He or she has full right and authority to enter into
   this Agreement; (2) he or she has full right and authority to grant all of the rights
   granted herein; (3) he or she is not under any obligation to any other party which may
   interfere with the performance of his or her obligations hereunder or conflict with or
   injure the work performed under this contract; and (4) he or she has not previously
   assigned, pledged or otherwise encumbered any rights herein granted to Smithsonian.
   Contractor represents that he or she has diligently taken prudent, responsible and
   customary measures to ensure that the materials provided by the Contractor contain no
   matter that is libelous or in violation of the copyright, patent right, or any property or
   personal right of any person or entity nor a violation of any statutory copyright, nor are
   otherwise contrary to law.
   4.8 Responsibility for Smithsonian Property
   Contractor assumes full responsibility for and shall reimburse and indemnify the
   Smithsonian for any and all loss or damage of whatsoever kind and nature to any and all
   Smithsonian property, including any equipment, supplies, accessories, or parts
   furnished, while in Contractor’s custody and care, or resulting in whole or in part from
   the negligent acts or omissions of the Contractor, any subcontractor, or any employee,
   agent, or representative of the Contractor or subcontractor.
   4.9 No Waiver of Rights
   Neither the Smithsonian’s review, approval, acceptance of, nor payment for, the
   services required under this contract shall be construed to operate as a waiver of any
   cause of action arising out of the Contractor’s performance of this contract.
   4.10 Indemnification
   Contractor shall defend, hold harmless, and indemnify Smithsonian Institution, its
   Regents, directors, officers, employees, volunteers, licensees, representatives and
   agents, and the Government of the United States, against any and all claims, loss and
   expense (including attorney’s fees and litigation expenses), from loss or liability or injury
   to any persons (including employees or agents of the Contractor or his subcontractors)
   and from loss of or damage to any property (including property owned by Smithsonian)
   arising out of any act or omission of the Contractor, his employees, agents or
   subcontractors in the performance of this contract.
   4.11 Order of Precedence
   In the event of any inconsistency in this purchase order, unless otherwise provided
   herein, the inconsistency shall be resolved by giving precedence in the following order:
   (1) All purchase order terms and conditions including any attachments provided by the
   Smithsonian Institution;
   (2) All documents from the contractor including the Contractor’s quote.
   SI 147A – Purchase Order Terms and Conditions Page 1 of 3
   February 2018 (Rev.)
   SMITHSONIAN INSTITUTION
   PURCHASE ORDER TERMS AND CONDITIONS
2. COMPLETE AGREEMENT – The purchase order and all
   documents attached represent the entire agreement between the
   Smithsonian Institution (SI) and the Contractor. Any modification,
   alteration or amendment to this purchase order must be in writing and
   signed by an authorized agent of the SI.
3. INSPECTION AND ACCEPTANCE – The Contractor shall tender
   for acceptance only those items that conform to the requirements of this
   contract. The SI reserves the right to inspect, test or evaluate any
   supplies or services that have been tendered for acceptance. The SI may
   require repair or replacement of nonconforming supplies or reperformances
   of nonconforming services at the Contractors expense. The
   SI must exercise its post acceptance rights- (a) Within a reasonable
   period of time after the defect was discovered or should have been
   discovered; and (b) Before any substantial change occurs in the
   condition of the item, unless the change is due to the defect in the item.
   Inspection and acceptance will be at destination, unless otherwise
   provided in writing. Until delivery and acceptance, and after any
   rejections, risk of loss will be on the Contractor unless loss results from
   negligence of the SI. Final acceptance by the SI will be conditional upon
   fulfillment of the above requirements.
4. OVERPAYMENT – If the Contractor becomes aware of a duplicate
   invoice payment or that the SI has otherwise overpaid on an invoice
   payment, the Contractor shall immediately notify the Contracting Officer
   and request instructions for disposition of the overpayment.
5. USE OF SMITHSONIAN NAME or LOGO PROHIBITED – The
   SI owns, controls and/or has registered the trademarks /service marks
   “Smithsonian,” “Smithsonian Institution” and the Smithsonian sunburst
   logo. Except as may be otherwise provided herein, the Contractor shall
   not refer to the SI or to any of its museums, organizations, or facilities in
   any manner or through any medium, whether written, oral, or visual, for
   any purpose whatsoever, including, but not limited to, advertising,
   marketing, promotion, publicity, or solicitation without written consent.
6. WARRANTY – The Contractor warrants and implies that the goods
   and services furnished hereunder are merchantable, fully conform to the
   SI’s specifications, drawings, designs, and are fit for intended use
   described in this contract. The Contractor agrees that the supplies or
   services furnished under this contract shall be covered by the most
   favorable commercial warranties the Contractor gives to all customers
   for such supplies or services, and that the rights and remedies provided
   herein are in addition to and do not limit any rights afforded to the
   Government by any other clause of this contract. Contractor agrees to
   pass through all warranties from other manufacturers.
7. TITLE – Unless otherwise specified in this contract, title to items
   furnished under this contract shall pass to the SI upon acceptance,
   regardless of when or where the SI takes physical possession.
8. EXCUSABLE DELAYS – The Contractor shall be liable for default
   unless nonperformance is caused by an occurrence beyond the
   reasonable control of the Contractor and without its fault or negligence,
   such as acts of God or the public enemy, acts of the SI, acts of the
   Government in either its sovereign or contractual capacity, fires, floods,
   epidemics, quarantine restrictions, strikes, unusually severe weather, and
   delays of common carriers. The Contractor shall notify the Contracting
   Officer in writing as soon as it is reasonably possible after the
   commencement of any excusable delay, setting forth the full particulars
   in connection therewith, shall remedy such occurrence with all
   reasonable dispatch, and shall promptly give written notice to the
   Contracting Officer of the cessation of such occurrence.
9. DISPUTES – Any dispute arising under this contract that the
   parties are unable to resolve shall be decided by the Contracting
   Officer. All disputes must be submitted to the Contracting Officer in
   the form of a written claim supported by evidence within twelve (12)
   months following accrual of the claim. The Contracting Officer will
   provide a written decision to the Contractor, and that decision is the
   final and conclusive decision of the Smithsonian Institution, which is
   effective on the date the Contractor receives the decision. The
   Contractor retains all rights to subsequent judicial review to which it
   is entitled under federal law. The Contractor shall comply with any
   decision of the Contracting Officer and otherwise proceed diligently
   with performance of this contract pending final resolution of any
   request for relief, claim, or action arising under the contract.
10. TERMINATION FOR CAUSE – The SI may terminate this
    contract, or any part hereof, for cause in the event of any default by
    the Contractor, or if the Contractor fails to comply with any contract
    terms and conditions, or fails to provide the SI, upon request, with
    adequate assurances of future performance. In the event of
    termination for cause, the SI shall not be liable to the Contractor for
    any amount for supplies or services not accepted, and the Contractor
    shall be liable to the SI for any and all rights and remedies provided
    by law. If it is determined that the SI improperly terminated this
    contract for default, such termination shall be deemed a termination
    for convenience.
11. TERMINATION FOR THE SMITHSONIAN’S
    CONVENIENCE – The SI reserves the right to terminate this
    contract, or any part hereof, for its sole convenience. In the event of
    such termination, the Contractor shall immediately stop all work
    hereunder and shall immediately cause any and all of its suppliers
    and subcontractors to cease work. Subject to the terms of this
    contract, the Contractor shall be paid a percentage of the contract
    price reflecting the percentage of the work performed prior to the
    notice of termination, plus reasonable charges that the Contractor can
    demonstrate to the satisfaction of the SI, using its standard record
    keeping system, have resulted from the termination. The Contractor
    shall not be required to comply with the cost accounting standards or
    contract cost principles for this purpose. This paragraph does not give
    the SI any right to audit the Contractor’s records. The Contractor shall
    not be paid for any work performed or costs incurred that reasonably
    could have been avoided.
12. CHANGES – The SI may at any time, in writing, make changes
    within the general scope of this purchase order to include. (a)
    Technical requirements and descriptions, specifications, statements of
    work, drawings or designs; (b) Shipment or packing methods;
    (c) Place of delivery, inspection or acceptance; (d) Reasonable
    adjustments in quantities or delivery schedules or both; and, (e) SIfurnished
    property, if any. If any such change causes an increase or
    decrease in the cost of or the time required for performance of this
    purchase order, the Contractor shall inform the SI in writing within
    thirty (30) days after receipt of change request. Any additional
    charges must be approved in writing by the SI authorized
    procurement officer executing this purchase order. Contractor shall
    not make any changes without the written consent of the SI authority
    executing this purchase order.
13. CONFIDENTIALITY and DISCLOSURE – Confidential
    Information. Confidential Information consists of trade secrets,
    product concepts, customer information, marketing communication
    material, marketing strategies, and other commercial or financial
    information that if affirmatively used by a competitor of the
    disclosing party would cause the disclosing party substantial
    competitive harm or information the release of which would violate
    the privacy rights of a third party with no overriding public interest.
    If Confidential Information is disclosed in tangible form, it shall be
    SI 147A – Purchase Order Terms and Conditions Page 2 of 3
    February 2018 (Rev.)
    clearly designated in writing as such by the disclosing party. If
    Confidential Information is disclosed other than in writing, the
    information deemed to be Confidential Information shall be
    confirmed in writing as such within thirty days of such disclosure.
    Limited Disclosure — Each party agrees that it will not disclose
    Confidential Information provided to it by the other party to others
    except to the extent that it is necessary to disclose such Confidential
    Information to its directors, officers, representatives, legal and
    financial consultants, and employees having a need to know such
    Confidential Information (“authorized parties”) for the purpose of
    pursuing a business and contractual relationship between the parties.
    The parties shall use at least the same degree of care that each party
    uses to protect its own Confidential Information of similar
    importance, but no less than a reasonable degree of care. Further, the
    parties may disclose Confidential Information if required by law,
    subpoena, order or request of a federal governmental authority or
    court of competent jurisdiction, and further, provided that the party
    obligated to disclose such Confidential Information shall (a) assert
    the confidential nature of the Confidential Information to be
    disclosed, (b) use reasonable efforts to obtain confidential treatment
    for any Confidential Information so disclosed, and (c) immediately
    notify the other party of the requirement, order, or request to disclose
    in advance of such disclosure in order to afford the other party the
    opportunity to contest disclosure. No other use or disclosure of
    Confidential Information may be made by any party without the prior
    written consent of the disclosing party.
14. INDEMNITY – The Contractor shall defend, indemnify, and
    hold harmless the SI, its Regents, directors, officers, employees,
    volunteers, licensees, representatives, agents and the United States
    Government (hereinafter referred to as “Indemnitees”) from and
    against all actions, causes of action, losses, liabilities, damages, suits,
    judgments, liens, awards, claims, expenses and costs including
    without limitation costs of litigation and counsel fees related thereto,
    or incident to establishing the right to indemnification, arising out of
    or in any way related to:
    Any breach of this Agreement, Terms and Conditions, and the
    performance thereof by Contractor, Subcontractor, other third parties,
    or any activities of Indemnitees, including, without limitation, the
    provision of services, personnel, facilities, equipment, support,
    supervision, or review; any claims of any kind and nature whatsoever
    for property damage, personal injury, illness or death (including,
    without limitation, injury to, or death of employees or agents of
    Contractor or any Subcontractor).
    Any claims by a third party of actual or alleged direct or contributory
    infringement, or inducement to infringe any United States or foreign
    patent, trademark, copyright, common law literary rights, right of
    privacy or publicity, arising out of the creation, delivery, publication
    or use of any data furnished under this contract or any libelous or
    other unlawful matter contained in such data or other intellectual
    property rights and damages. The contractor shall notify the SI
    immediately upon receiving any notice or claim related to this
    contract.
15. HAZARDOUS MATERIAL – The Contractor shall inform the SI
    in writing at the correspondence address listed on the purchase order
    prior to shipment and delivery of any hazardous material. Any materials
    required by this purchase order that are hazardous under federal, state or
    local statute, ordinance, regulation, or agency order shall be packaged,
    labeled, marked and shipped by the Contractor to comply with all
    federal, state and local regulations then in effect.
16. OTHER COMPLIANCES – The Contractor shall comply with all
    applicable Federal, State and local laws, executive orders, rules and
    regulations applicable to its performance under this contract.
17. SECURITY CONSIDERATION – OPS, OCon 520 Contractor’s
    conducting work on the SI premises are required to obtain a temporary or
    long-term identification badge. Contractor’s employee (s) requiring a
    long-term identification badge is subject to a fingerprint review. An
    adverse finding during the fingerprint review may prohibit a contractor’s
    employee (s) from working on the contract. The SI will inform the
    contractor if a long-term identification badge is required.
18. INSURANCE and BONDS – Contractor shall maintain at all times
    during the performance of this contract Commercial General Liability
    Insurance. Contractor shall maintain Worker’s Compensation Insurance
    in accordance with statutory requirements and limits. If during the
    performance of this contract, a vehicle is required, contractor shall
    maintain business automobile insurance. If this contract relates to any
    type of media exposure, then Contractor is required to have professional
    errors and omissions coverage. If this contract requires Contractor to
    handle Smithsonian funds or guard or protect Smithsonian artifacts,
    Contractor will also be required to obtain a fidelity bond or crime
    insurance. Limits of such bonds or insurance policies are to be
    determined. SI shall be listed as an “additional insured” under the
    comprehensive general liability and business automobile policies. Proof
    of insurance shall be in the form of a binder, policy, or certificate of
    insurance and this is to be submitted to the SI’s Procurement Officer
    prior to work being initiated.
19. INVOICE INSTRUCTIONS – Invoices shall be submitted to the
    bill to address on the face of the purchase order after delivery of supplies
    and/ or services, and shall contain the following information:
    (a) Contractor’s name, address, and taxpayer identification number
    (TIN). (b) Invoice date and number. (c) Purchase order number
    including contract line item number. (d) Item description, quantity, unit
    of measure, unit price, and extended price. (e) Name, title, telephone and
    fax number, and mailing address of point of contact in the event of an
    invoice discrepancy. (f) Invoice total, payment discount terms and
    remittance address. (g) Shipping and payment terms (e.g. shipment
    number, date of shipment, and discount terms). Bill of lading number
    and weight of shipment should be included when using Smithsonian
    Institution bills of lading. Prepaid shipping costs shall be indicated as a
    separate item on the invoice. (h) Any other information or
    documentation required by other provisions of the contract.
20. Travel – (a) If travel is specified under this purchase order; it must
    be pre-authorized by the Contracting Officer’s Technical representative
    (COTR) prior to occurrence. The Contractor shall be reimbursed for
    such travel upon receipt of documentation that the expenses were
    incurred. (b) Rail or air transportation costs shall not be reimbursed in an
    amount greater than the cost of economy class rail or air travel unless the
    economy rates are not available and the Contractor certified to this fact
    in vouchers or other documents submitted for reimbursement. (c) Room
    and meals (per diem travel allowance) shall be reimbursed in accordance
    with the Contractor’s established policy, but in no event shall such
    allowances exceed the rates Contractor’s established in the Federal
    Travel Regulations. (d) The contractor shall be reimbursed for the cost of
    the out-of-town travel performed by its personnel in their privately
    owned automobiles at the rates established in the Federal travel
    Regulations, not to exceed the cost by the most direct economy air route
    between the points so traveled. If more than one person travels in the
    same automobile, the Contractor for such travel shall incur no
    duplication of or otherwise additional charges. (e) The Contractor shall
    be reimbursed upon receipt of appropriate documentation that the
    expenses were incurred. Total travel cost will not be reimbursed for an
    amount that exceeds the estimated amount stated in this purchase order.
21. RESPONSIBILITY OF SMITHSONIAN PROPERTY –
    Contractor assumes full responsibility for and shall reimburse and
    indemnify the SI for any and all loss or damage whatsoever kind and
    nature to any and all SI property, including any equipment, supplies,
    accessories, or parts furnished, while in the Contractor’s custody and
    care, or resulting in whole or in part from the negligent acts,
    omissions of the Contractor, any subcontractor, or any employee,
    agent, or representative of the Contractor or subcontractor.
    SI 147A – Purchase Order Terms and Conditions Page 3 of 3
    February 2018 (Rev.)
22. INTERNET PROTOCOL VERSION 6 (IPV6) COMPLIANCE – In the event that the Contractor will be
    developing, acquiring, and/or producing products and/or systems pursuant to this Contract that will be connected to a network or that will interface with the World Wide Web, the following provisions shall apply: OMB Memo M-05-22, dated August 2, 2005, and OMB guidance, dated July 2012 September 28, 2010, that requires procurements of networked IT comply with the USGv6 Profile and Test Program for the completeness and quality of SI IPv6 capabilities. The Contractor hereby warrants and represents that such products and/or systems to be developed, acquired, and/or produced pursuant to this Contract will be IPv6 compliant. These products
    and/or systems must be able to receive, process, and transmit or forward (as appropriate) IPv6 packets and must be able to interoperate with other systems and protocols in both IPv4 and IPv6
    modes of operation. If the product or system will not be IPv6 compliant initially, the Contractor will provide a migration path and express commitment to upgrade to IPv6 for all application and
    product features. Any such migration path and commitment shall be included in the Contract price. In addition, the Contractor will have available contractor/vendor IPv6 technical support for development and implementation and fielded product management.

CLAUSES INCORPORATED BY REFERENCE -This contract incorporates one or more clauses by reference with the same force and effect as if they were given in full text. The applicability of these
clauses is effective upon the date of the actual contract award. Upon request the Contracting Official will make the full text available. The full text of the following FAR clauses may be viewed at the Federal
Acquisition Regulation (FAR) website. For the full text of Smithsonian Institution clauses contact the procurement official. The Contractor shall comply with the FAR clauses incorporated by
reference, unless the circumstances do not apply: References herein to the “Government” shall be deemed to mean the Smithsonian Institution.
SMITHSONIAN Clauses

• Minimum Insurance
• Smithsonian Institution Privacy and Security Clause
  (form SI 147B, SI Privacy and Security Clause )
  FAR Clauses
• 52.222-3 Convict Labor
• 52.222-19 Child Labor – Cooperation with Authorities and
  Remedies
• 52.222-20 Contracts for Materials, Supplies, Articles, and
  Equipment Exceeding $15,000
• 52.222-21 Prohibition of Segregated Facilities
• 52.222-26 Equal Opportunity
• 52.222-35 Equal Opportunity for Veterans
• 52.222-36 Equal Opportunity for Workers with Disabilities
• 52.222-41 Service Contract Labor Standards
• 52.222-50 Combating Trafficking in Persons. (non-commercial
  services awards that do not exceed $500,000)
• 52.222-56 Certification Regarding Trafficking In Persons
  Compliance Plan (when applicable)
• 52.223-1 thru 4 Bio-based ProductCertification/Affirmative
  Procurement of Biobased Products Under Service and
  Construction Contracts/Hazardous Material Identification and
  Material Safety Data/Recovered Material Certification
• 52.223-5 Pollution Prevention and Right-to-Know Information
• 52.224-1 Privacy Act Notification
• 52.225-1 Buy American Supplies
• 52.225-13 Restrictions on Certain Foreign Purchases
• 52.232-11 Extras
• 52.239-1 Privacy or Security Safeguards (see form SI 147B)
• 52.233-3 Protest After Award
• 52.244-6 Subcontracts for Commercial Items
  Additional FAR clauses that apply when applicable:
• 52.204-6 Universal Numbering System (DUNS)
  NumberUnique Entity Identifier
• 52.204-7 System for Award Management
• 52.208-4 Vehicle Lease Payments
• 52.208-5 Condition of Leased Vehicle
• 52.208-6 Marking of Leased Vehicles
• 52.208-7 Tagging of Leased Vehicle
• 52.211-6 Brand Name or Equal
• 52.211-17 Delivery of Excess Quantities
• 52.222-54 Employment Eligibility Verification (E-Verify)
• 52.228-8 Liability and Insurance Leased Motor Vehicles
• 52-233-4 Applicable Law for Breach of Contract Claim
• 52.236-5 Material and Workmanship
• 52.247-29 F.o.b. Origin
• 52.247-34 F.o.b. Destination
  Smithsonian Institution
  Privacy and Security Clause

SI 147B – SI Privacy and Security Clause Page 1 of 3
June 25, 2020 (Rev.)

1. Smithsonian Data: (a) The Smithsonian Institution
   (“Smithsonian”) retains sole ownership of, and unrestricted
   rights to, any and all physical or electronic information
   collected, processed, or stored by or on behalf of the
   Smithsonian (“Smithsonian Data”), which is defined to
   include personally identifiable information, i.e., information
   about individuals, which may or may not be publicly
   available, that can be used to distinguish or indicate an
   individual’s identity, and any other information that is linked
   or linkable to an individual, such as medical, educational,
   financial or employment information (“PII”). (b) Contractor
   shall maintain, transmit, and retain in strictest confidence, and
   prevent the unauthorized duplication, use and disclosure of
   Smithsonian Data. (i) Contractor shall only access, maintain,
   use, and disclose Smithsonian Data to the extent necessary to
   carry out the requirements of this contract, and shall not use
   Smithsonian Data for testing or training purposes. (ii)
   Contractor shall only provide Smithsonian Data to its
   authorized employees, contractors, and subcontractors and
   those Smithsonian employees, contractors, and subcontractors
   who have a valid business need to know such information in
   order to perform duties consistent with this contract. (iii)
   Contractor shall ensure that all Smithsonian Data is protected
   from unauthorized access, disclosure, modification, theft, loss,
   and destruction. (iv) Contractor shall not disclose Smithsonian
   Data without the Smithsonian’s advance written authorization.
   If Contractor receives a legal request (such as a subpoena), or
   becomes subject to a legal requirement or order to disclose
   Smithsonian Data, Contractor shall (1) immediately notify the
   Contracting Officer’s Technical Representative (“COTR”) of
   it and afford the Smithsonian the opportunity to contest such
   disclosure, (2) assert the confidential nature of the
   Smithsonian Data, and (3) cooperate with the Smithsonian’s
   reasonable requirements to protect the confidential and
   proprietary nature of Smithsonian Data. (v) Contractor shall
   not transfer access to any Smithsonian Data in the event of a
   Contractor merger, acquisition, or other transaction, including
   sale in bankruptcy, without the prior written approval of the
   Contracting Officer. (c) Contractor shall provide the
   Smithsonian reasonable access to Contractor facilities,
   installations, technical capabilities, operations, documentation,
   records, databases, and personnel, and shall otherwise
   cooperate with the Smithsonian to the extent required to carry
   out an audit for compliance with the requirements in this
   contract. Contractor shall, as requested by the COTR,
   complete, or assist Smithsonian staff with the completion of, a
   privacy and/or security review which might include providing
   requested information and documentation about how
   Smithsonian Data is used, collected, maintained, stored, or
   shared. (d) Contractor shall make any Smithsonian Data
   accessible to the COTR as soon as possible, but no later than
   ten calendar days of receiving a request from the COTR, and
   shall transfer all Smithsonian Data to the COTR no later than
   thirty calendar days from the date of such request from the
   COTR. Contractor shall, when required to transfer
   Smithsonian Data to the COTR under the terms of this
   contract, provide that Smithsonian Data in one or more
   commonly used file or database formats as the COTR deems
   appropriate. (e) Unless otherwise specified in this contract,
   Contractor shall purge any Smithsonian Data from its files and
   shall provide the COTR a Certificate of Destruction
   confirming the purging of the Smithsonian Data within fortyfive
   calendar days of receiving a request from the COTR or at
   the expiry of this contract. (f) Contractor shall only be
   permitted to use non-Smithsonian provided information
   technology resources to access or maintain Smithsonian Data
   if Contractor provides, and the COTR approves, the following
   written certifications about the non-Smithsonian provided
   information technology resources: (i) Contractor shall
   maintain an accurate inventory of the information technology
   resources; (ii) Contractor shall keep all software installed on
   the information technology resources, especially software used
   to protect the security of the information technology resources,
   current and free of significant vulnerabilities; (iii) Contractor
   shall encrypt all Smithsonian Data stored or accessed on a
   non-Smithsonian provided mobile device (e.g., phone, laptop,
   tablet, or removable media) using a Federal Information
   Processing Standards 140-2 certified encryption method;
   (iv) Contractor shall utilize anti-viral software on all non-SI
   information technology resources used under this contract; and
   (v) Contractor shall encrypt all transmissions of PII using
   Transport Layer Security 1.2 or higher with secure cyphers.
   Secure Sockets Layer shall not be used. (g) Unless more
   substantial requirements are provided for herein, Contractor is
   responsible for, at a minimum, applying industry best practice
   background screening, security and privacy training, and other
   appropriate personnel security safeguards to the services
   performed under this contract. (h) Contractor shall, if
   requested by the COTR, require its employees to sign a
   nondisclosure agreement, sign a conflict of interest agreement,
   and/or sign an acknowledgement of the requirements in this
   contract.
2. Privacy Breach or IT Security Incident: In the event of
   (i) any action that threatens or is likely to threaten the
   confidentiality, integrity, or availability of Smithsonian IT
   resources (including computer hardware and software, data,
   communication links, mobile devices, digitized assets,
   automated processes, physical computing environments, and
   associated personnel, whether located inside or outside of the
   Smithsonian); (ii) any activity that violates Smithsonian IT
   Security policies provided by the COTR; (iii) any suspected or
   confirmed loss of control, compromise, unauthorized
   disclosure, unauthorized acquisition, unauthorized access, or
   situation where persons other than authorized users or for an
   other than authorized purpose have access or potential access
   to Smithsonian Data or PII in a usable form, whether physical
   or electronic; or (iv) any suspected loss of control,
   compromise, unauthorized disclosure, unauthorized
   acquisition, unauthorized access, or situation where persons
   other than authorized users or for an other than authorized
   Smithsonian Institution
   Privacy and Security Clause

SI 147B – SI Privacy and Security Clause Page 2 of 3
June 25, 2020 (Rev.)
purpose have access or potential access to PII in a usable
form, whether physical or electronic (collectively, “Incident”),
Contractor shall: (a) Immediately, but no later than twentyfour
hours after discovery, report the Incident to the
Smithsonian Office of the Chief Information Officer
(“OCIO”) Help Desk by calling 202-633-4000 and, if the
OCIO Help Desk does not answer the telephone, leaving a
voicemail which includes the name of Contractor, a brief
summary of the Incident, and a return telephone number; (b)
The Contractor shall cooperate with Smithsonian
investigations and response activities for breaches or incidents
that include the Contractor’s IT resources or personnel. (c)
Follow industry standard best practices to correct and mitigate
any damages resulting from the Incident; and (d) Indemnify
and hold the Smithsonian harmless from any costs incurred by
the Smithsonian in connection with such Incident caused in
whole or part by Contractor’s failure to comply with its
obligations under this contract.

3. Public-Facing Software: (a) Any application, system,
   software, or website used to fulfill the terms of this contract
   and accessed by members of the public (“Public-Facing
   Software”) shall comply with Smithsonian’s Privacy
   Statement (located at http://www.si.edu/Privacy) and the
   Smithsonian Kids Online Privacy (“SKOP”) Statement
   (located at http://www.si.edu/privacy/kids), and shall provide
   the public with privacy notices in locations that are
   acceptable in accordance with these policies. (b) For kiosks
   and interactives developed by Contractor, the Contractor
   shall take all reasonably necessary steps to ensure they will
   be maintained with antivirus software and routine patching.
   (c) If Contractor discovers that information was collected
   from someone under the age of 13 in violation of the
   SKOP’s parental permission requirements, Contractor shall
   provide notice to the Smithsonian Privacy Office as soon as
   possible, but no later than 24 hours after discovery, and
   delete that information as soon as possible, but no later than
   24 hours after discovery. (d) Any Public-Facing Software
   that employs tracking technology (such as geolocation or a
   cookie, web bug, or web beacon) or collects contact
   information shall provide all users with an appropriate and
   accessible opportunity to accept or decline (“opt-in”) the use
   of any tracking technology prior to its use (i.e., “just in time”
   notice and consent) as well as: (i) for those who decline the
   “opt-in,” reasonable access to the Public-Facing Software;
   and (ii) for those who “opt-in”, a subsequent and accessible
   opportunity to request that the tracking or communications
   cease (i.e., “opt-out”).
4. Cardholder Data and PCI Sensitive Authentication
   Data: (a) Any Contractor that collects, processes, stores,
   transmits, or affects the security of cardholder data or Payment
   Card Industry (“PCI”) sensitive authentication data, either
   directly or through a third party, in order to carry out the
   requirements of this contract shall provide the COTR: (i)
   before this contract begins and annually thereafter, for
   Contractor and for any third party vendor that processes,
   stores, transmits, or affects the security of cardholder data or
   PCI sensitive authentication data, a current, complete,
   comprehensive, and signed PCI Data Security Standard
   (“DSS”) Attestation of Compliance (AOC), a template for
   which may be accessible in the online document library of the
   PCI Security Standards Council (“SSC”); (ii) the PCI DSS
   Requirement Management Form provided by the COTR,
   which asks whether Contractor or a third party shall be
   responsible for ensuring that certain key DSS requirements are
   met; (iii) for each Payment Application, i.e., application,
   system, software, or website used to electronically process,
   store, or transmit cardholder data or PCI sensitive
   authentication data as defined by the SSC, the listing from the
   SSC website’s List of Validated Payment Applications; (iv)
   for each payment device, the listing from the SSC website’s
   Approved Personal Identification Number Transaction
   Security (“PTS”) Devices list; (v) for each system used to
   process Point of Sale card-present transactions, the listing
   from the SSC website’s Point-to-Point Encryption Solutions
   list; and (vi) if requested, any additional evidence needed to
   determine the PCI compliance of activities related to this
   contract. (b) All credit card-present transactions at the
   Smithsonian must be processed through a PCI SSC P2PE
   solution and be EMV compatible. (c) Contractor shall provide
   the documents and listings identified in Paragraph 4(a) before
   it shall be permitted to use the relevant technology, and shall
   provide updated documents and listings to the COTR for
   review and approval before a system change results in one or
   more of the required documents or listings becoming
   inaccurate. (d) Each payment device that collects, processes,
   stores, transmits, or affects the security of cardholder data or
   PCI sensitive authentication data, either directly or through a
   third party, must adhere to the current PTS standard
   maintained by the SSC.(e) Each system used to process Point
   of Sale card-present transactions must comply with the
   Smithsonian Office of the Chief Information Officer
   (“OCIO”) standards provided by the COTR, to include the
   Technical Note IT-930-TN99, Implementation of P2PE
   Devices and TransArmor Services, or its successor.
   (f) Contractor shall be responsible for securing cardholder data
   or PCI sensitive authentication data any time Contractor
   possesses or otherwise stores, processes or transmits on behalf
   of the Smithsonian, or to the extent that Contractor could
   impact the security of the Smithsonian’s cardholder data
   environment, i.e., the people, processes and technologies that
   store, process, or transmit cardholder data or PCI sensitive
   authentication data by, or on behalf of, the Smithsonian. (g)
   Additional requirement for service providers only: Service
   providers acknowledge in writing to customers that they are
   responsible for the security of cardholder data the service
   provider possesses or otherwise stores, processes, or transmits
   on behalf of the customer, or to the extent that they can impact
   the security of the customer’s cardholder data environment.
5. IT Systems and Cloud Services: (a) For any Cloud
   System (i.e., computing service provided on-demand via a
   Smithsonian Institution
   Privacy and Security Clause

SI 147B – SI Privacy and Security Clause Page 3 of 3
June 25, 2020 (Rev.)
shared pool of configurable resources instead of via separate
dedicated computing resources or information technology
system) Contractor develops, operates, or maintains on behalf
of the Smithsonian, Contractor shall provide the necessary
documentation, security control evidence, and other
information needed to complete federal security Assessment
and Authorization activities in accordance with the National
Institute of Standards and Technology Risk Management
Framework. (b) For Cloud Systems that have been Federal
Risk and Authorization Management Program (“FedRAMP”)
certified, Contractor shall provide FedRAMP documentation
to the Smithsonian for review and shall cooperate with
Smithsonian requests for clarification or further evidence. (c)
For Cloud Systems which are not FedRAMP certified, and all
other Contractor-hosted systems and websites, Contractor
shall complete all requested Smithsonian Assessment and
Authorization documentation and shall fully cooperate with
the Smithsonian’s security assessment process, including
providing requested security control evidence and access to
interview appropriate Contractor personnel about security
controls. (d) For websites or web servers hosted outside of
the Smithsonian Herndon Data Center, the Contractor must
allow OCIO to perform vulnerability scanning and
penetration testing. Website owners should consult with
information technology security staff to determine specific
needs for their environment.
(e) The Contractor shall maintain all Smithsonian Data inside
the United States. (f) For Contractor custom developed (non-
COTS) systems and websites to be hosted at the Smithsonian,
Contractor shall complete all requested Smithsonian
Assessment and Authorization documentation for the
components/aspects of the system provided by Contractor, and
shall fully cooperate with the Smithsonian’s security
assessment process, including providing requested security
control evidence and access to interview appropriate
Contractor personnel about security controls. (g) For
Contractor developed applications or Contractor built
interactive systems (e.g., public-facing exhibit technology
incorporated through digital signage, custom interactives,
content players, media players, audio streaming devices,
lighting or control automation systems), Contractor shall not
circumvent the security of system (e.g., the use of backdoor or
maintenance hook provisions are prohibited). (h) Contractor
shall not implement into live production or use any system or
website operated for the Smithsonian or containing
Smithsonian Data until security and privacy authorization has
been granted in writing by the Smithsonian Office of the Chief
Information Officer (“OCIO”) and the Smithsonian Privacy
Officer via the COTR. Contractor will resolve security
deficiencies in order to successfully meet the applicable
requirements of this section.

6. Credentials and Network Access: (a) Contractor and
   Contractor’s employees who have access to Smithsonian
   network/systems shall, when requested by the COTR,
   complete Smithsonian-provided privacy and security training
   course(s), sign a nondisclosure agreement, sign a conflict of
   interest agreement, sign an acknowledgement of the
   requirements in this contract, provide fingerprints, pass a
   Smithsonian background check, and/or provide notice of the
   results of that background check to the COTR. The content
   and timing of the course(s), agreement, or background check
   shall be substantially similar to one that would be required of a
   Smithsonian employee with access to similar Smithsonian
   networks/systems. (b) Contractor shall notify the COTR at
   least two weeks before any of Contractor’s employee
   requiring a Smithsonian credential, network account or other
   access, or other Smithsonian-furnished equipment stops
   supporting the work of this contract. In the event that
   Contractor is not provided two weeks’ notice by its employee,
   Contractor will notify the COTR as soon as Contractor
   becomes aware of the employee’s departure from the
   contracted work. (c) Contractor shall, when any employee
   requiring a Smithsonian credential, network account or other
   access, or other Smithsonian furnished equipment stop
   supporting the work of this contract, provide such employee’s
   Smithsonian credential and any Smithsonian furnished
   equipment to the COTR within three business days.
7. Additional Terms: The bolded headings at the start of each
   section of this Smithsonian Institution Privacy and Security
   Clause are included only to assist the reader in navigating this
   Smithsonian Institution Privacy and Security Clause. The
   Parties intend the bolded headings to have no legal effect, and
   agree that the bolded headings are not intended to limit or
   modify any other language in this Smithsonian Institution
   Privacy and Security Clause.
   OCon 140 – SI Confidentiality Clauses OCon&PPM
   January 2020 (rev)
   SMITHSONIAN CONFIDENTIALITY AND DISCLOSURE CLAUSES
   The Smithsonian Institution is a trust instrumentality of the United States and has adopted a written policy for
   responding to requests for Smithsonian Institution records, including paper documents, electronic data, email,
   contracts, and other information stored or maintained by the Smithsonian, consistent with the principles of
   disclosure under the Freedom of Information Act, 5 United States Code (U.S.C.), § 552 and available at
   http://www.si.edu/OGC/Records-Requests:
8. Confidential Information. Confidential Information consists of trade secrets and commercial or financial
   information that is customarily treated as private and provided under an assurance of privacy, as well as
   information the release of which would violate the privacy rights of the disclosing party or a third party with no
   overriding public interest. Confidential Information shall be designated in writing by the disclosing party as
   confidential. To have information disclosed other than in writing treated as Confidential Information, the
   disclosing party must confirm the status of that information as Confidential Information within thirty (30)
   calendar days of the original disclosure.
9. Exceptions to Confidential Information. Confidential Information shall not include any information, whether
   or not designated in writing as Confidential Information, which:
   (a) was publicly available at the time of disclosure to the receiving party;
   (b) was known by the receiving party prior to such disclosure;
   (c) becomes publicly available after disclosure to the receiving party through no fault of the receiving party;
   (d) is obtained by the receiving party from a third party who acquired the information without committing a
   wrongful or tortious act; or
   (e) is developed independently by the receiving party without reference to or use of Confidential Information.
   The receiving party shall notify the disclosing party promptly in writing of any misappropriation, unauthorized
   disclosure, or use by any person of the Confidential Information disclosed to the receiving party which may
   come to the receiving party’s attention. The receiving party will take all steps reasonably requested by the
   disclosing party to stop, limit, or otherwise remedy such misappropriation, unauthorized disclosure, or use.
10. Limited Disclosure. In maintaining Confidential Information, each party shall use at least the same degree of
    care that each party uses to protect its own Confidential Information of similar importance, but no less than a
    reasonable degree of care. Each party agrees that it will not disclose Confidential Information provided to it by
    the other party to others except to the extent that it is necessary to disclose such Confidential Information to its
    Regents, directors, officers, representatives, legal and financial consultants, and employees having a need to
    know such Confidential Information (“authorized parties”) for the purpose of pursuing a relationship between
    the parties. Further, the parties may disclose Confidential Information if required by law, subpoena, order or
    request of a federal governmental authority or court of competent jurisdiction, and provided that the party
    obligated to disclose such Confidential Information shall (i) assert the confidential nature of the Confidential
    Information to be disclosed, (ii) use reasonable efforts to obtain confidential treatment for any Confidential
    Information so disclosed, and (iii) immediately notify the other party of the requirement, order, or request to
    disclose in advance of such disclosure in order to afford the other party the opportunity to contest disclosure. In
    the event disclosure of Confidential Information is requested in accordance with Smithsonian’s records
    disclosure policy, Smithsonian will provide the disclosing party the opportunity to identify Confidential
    Information prior to release, but final decisions regarding release shall be made by Smithsonian in accordance
    with its policy. No other use or disclosure of Confidential Information may be made by any party without the
    prior written consent of the disclosing party.
11. Return of Confidential Information. The receiving party will either return or destroy all tangible materials
    embodying Confidential Information within ten (10) business days of receipt of the disclosing party’s written
    request to do so and, if further requested by the disclosing party, the receiving party will provide written
    certification of such destruction.
    Contractor’s Name:
    Purchase Order #:
    Individual’s Name:
    Individual’s Signature: Date:
    OCon-520, Background Investigations and Credentials for Contractors’ Personnel
    October 2009
    Background Investigations and Credentials for Contractors’ Personnel
    This information applies to the Contractor’s employees and subcontractors, who provide services for the
    Smithsonian Institution (SI). All contractors are subject to SI security directives in effect during the duration of their
    contracts with the SI.
12. Background Investigations. Specifically, all Contractor’s employees to be assigned to the SI under this
    contract shall be required to receive an SI Credential if their association with SI will be greater than thirty (30)
    days and they will need access to staff-only areas of SI controlled facilities and leased spaces. Prior to being
    issued this SI Credential, the Contractor’s employees shall be required to undergo and pass an appropriate
    background investigation and complete security awareness training. The Contractor’s employees whose
    associations with the SI shall be less than 30 days shall not receive a background investigation or SI Credential,
    however, they must be escorted by Credentialed personnel at all times when in staff-only areas of SI facilities.
    Upon successful completion of a background investigation, the Contractor’s employees to be assigned to SI
    shall be issued an SI Credential that must be worn and visible at all times while on duty and within staff-only
    areas of SI facilities. If the nature of the work does not require escorted access to SI facilities, or when SI
    Credentialed staff can accompany contractors at all times, the Contractor and/or Contractor’s employees may
    begin work prior to receiving an SI Credential. Contractor’s and subcontractor’s employees shall not be
    allowed unescorted access to SI staff-only areas until they undergo an adjudicated background check and
    receive an SI Credential.
13. Forms, Information and Reviews Required. The Contracting Officer’s Technical Representative (COTR), or
    other designated SI employee, shall furnish the Contractor with an OF-306 (Declaration for Federal
    Employment form). An OF-306 must be completed by each person employed by the Contractor who shall be
    assigned to SI. Completed forms OF-306 must be returned by the Contractor to the COTR, or other designated
    SI employee, within ten (10) workdays from receipt of the forms. Upon notification from the COTR or
    designated SI employee the Contractor shall send each employee to be assigned to this contract to the SI
    Personnel Security and ID Office for fingerprinting. For contractors to SI organizations outside the Washington
    DC and New York City areas, SF-87 Fingerprint Cards shall be provided to the Contractor by the COTR or
    other designated SI employee. If necessary, the forms SF-87 shall be submitted by the Contractor with the OF-
14. Based on the information furnished, the SI shall conduct a background investigation referred to as Special
    Agreement Checks (SAC). The SAC includes but is not limited to:
     Security Agency Checks (record of previous suitability determinations)
     FBI National Criminal History Check
     Law Enforcement Checks
    SI shall review the investigation results and determine if the contractor and contractor’s employees did not
    provide their true identities, or are otherwise not suitable for an SI Credential. SI shall provide the contractor
    with reasonable notice of the determination, including specific reason (s) the individual(s) has been determined
    to not have provided his/her true identity or is otherwise unsuitable for an SI Credential. The contractor or
    subcontractor has the right to answer the notice in writing and may provide documentation that refutes the
    validity, truthfulness, and/or completeness of the SI initial determination. After consideration of the initial
    determination and any documentation submitted by the contractor for reconsideration, the Director, Office of
    Protection Services (OPS), SI, or his/her designee, shall issue a written decision. The reconsideration decision
    by the Director, OPS, shall be final.
15. Term Requirement for SI Credentials. Throughout the life of the contract, the Contractor shall provide the
    same data for each new employee(s) or subcontractor(s) who will be assigned to this contract. The Contractor’s
    SI Credentials shall expire annually and must be renewed, if necessary. It is the Contractor’s responsibility to
    initiate the renewal process. The Contractor is not required to submit another set of background investigation
    forms for the Contractor’s employees who have already been through this process.
16. Relinquishing SI Credentials. Upon expiration of the contract, or removal or termination of the Contractor’s
    employees assigned to SI facilities, the Contractor shall return all SI Credentials issued to the Contractor’s and
    /or subcontractor’s employees to the COTR or other designated SI employee.
    Office of Contracting Page 1 of 2
    SI Rights-In-Data Clause 21 June 2001
    SMITHSONIAN INSTITUTION
    RIGHTS-IN-DATA CLAUSE
    As used herein, the term “Subject Data” includes, but is not limited to, literary works; musical
    works, including any accompanying words; dramatic works, including any accompanying music;
    pantomimes and choreographic works; pictorial, graphic and sculptural works; motion pictures
    and other audiovisual works; sound recordings; and architectural works, as each of those terms
    are used and defined by the Copyright Act of the United States (17 USCS §101, et. seq.) (the
    “Copyright Act”) and works of any similar nature (whether or not copyrighted) which are
    included in the material to be delivered under this contract.
    (a) Work for Hire. All Subject Data first produced, composed, or created in the
    performance of this contract, where such Subject Data consists of a work: (i) specially ordered or
    commissioned for use as a contribution to a collective work; (ii) as part of a motion picture or
    other audiovisual work; (iii) as a translation; (iv) as a supplementary work; (v) as a compilation;
    (vi) as an instructional text; (vii) as a test; (viii) as answer material for a test; or (ix) as an atlas,
    as each of those terms are used and defined by the Copyright Act, shall be considered a “work
    made for hire,” as that term is defined under the Copyright Act. The copyright to such Subject
    Data shall be the exclusive property of Smithsonian and may be registered by the Smithsonian
    Institution in its own name.
    (b) Other Copyrightable Works. All Subject Data first produced in the performance
    of this contract, where such Subject Data consists of copyrightable materials that do not fall
    within the enumerated categories for work for hire, shall become the property of Smithsonian.
    Contractor hereby transfers to Smithsonian full legal title and all right, title, and interest in the
    copyright to all such Subject Data, including without limitation, all preliminary renditions of the
    Subject Data whether or not such renditions are actually delivered to Smithsonian. The
    copyright to such Subject Data shall be the exclusive property of Smithsonian and may be
    registered by the Smithsonian Institution in its own name.
    (c) Except as specified herein, no Subject Data first produced in the performance of
    this Agreement may be published or reproduced by Contractor in whole or in part, in any manner
    or form, without Smithsonian’s prior written consent. Contractor agrees that no right at common
    law or in equity shall be asserted, and no claim to copyright by statute shall be established by
    Contractor in any such Subject Data without Smithsonian’s prior written consent. Contractor
    shall secure Smithsonian’s legal title and interests in and to all Subject Data that is produced for
    Contractor by third parties pursuant to this Agreement.
    (d) License for Other Subject Data. Excluding the Subject Data which Smithsonian
    owns or has already obtained a license for, Contractor hereby grants to Smithsonian a royaltyfree,
    non-exclusive, perpetual, and irrevocable license in all copyrighted or copyrightable Subject
    Data not first produced, composed, or created in the performance of this Agreement, but which is
    incorporated in the material furnished under this Agreement. Such license includes, without
    limitation, the rights to reproduce, publish, translate, broadcast, transmit, distribute, exploit,
    display, use, sell, and/or dispose of such Subject Data in any manner, and to authorize others to
    do so. In the event that Contractor does not have the right to grant such a license with respect to
    any such Subject Data, Contractor shall immediately notify the Smithsonian of this fact and
    Office of Contracting Page 2 of 2
    SI Rights-In-Data Clause 21 June 2001
    obtain Smithsonian’s prior written permission to incorporate such Subject Data in the work.
    Without this notification, Smithsonian will be acting in reliance on this contract and will
    presume that it possesses all necessary rights and is free to make whatever use of the Subject
    Data that Smithsonian determines is in its best interests.
    (e) The Contractor hereby warrants that the Subject Data delivered to Smithsonian
    pursuant to this contract does not infringe statutory copyrights or common law literary rights of
    Contractor or others and contains no matter libelous or otherwise unlawful. Contractor agrees to
    indemnify the Smithsonian Institution, its Board of Regents, officers, agents, and employees
    against any liability, including costs and expenses, for: (i) violations of copyright or any other
    property rights arising out of the use, reproduction, or disposition of any Subject Data furnished
    under this contract; or (ii) based upon any libelous or other unlawful matter contained in said
    Subject Data.
    (f) The Contractor agrees to report in writing to the Smithsonian Office of the
    General Counsel, promptly and in reasonable detail, any notice or claims of copyright
    infringement received by Contractor with respect to any Subject Data or other material delivered
    under this contract.
    Office of Contracting Page 1 of 1
    SI Independent Contractor Clauses May 2003
    SMITHSONIAN INSTITUTION
    INDEPENDENT CONTRACTOR CLAUSES
    It is understood that Contractor is undertaking the work hereunder as an independent contractor, not as an employee of the
    Smithsonian, and neither Contractor nor Contractor’s employees are eligible for Smithsonian benefits, including coverage under
    FECA (workers compensation) and FTCA (Federal Tort Claims Act), or coverage under any Smithsonian workers compensation,
    medical, liability, or other insurance policy, or for legal protections afforded to employees under law applicable to employment
    relationships.
    (1) Contractor is responsible for providing, at Contractor’s own expense and as necessary, disability, unemployment,
    workers compensation and other insurance, including adequate liability and property insurance, training, permits,
    and licenses for Contractor and for Contractor’s employees.
    (2) Contractor is responsible for paying all taxes and income taxes, including estimated taxes, incurred as a result of the
    payments by Smithsonian to Contractor for performance of this contract.
    The parties, by this contract, do not intend to create a partnership, principal/agent, or joint venture relationship, and nothing in
    this contract shall be construed as creating such a relationship between the parties. Neither party may incur any obligation on
    behalf of the other.
    Contractor agrees and acknowledges that Smithsonian assumes no responsibility whatsoever for the acts, errors and/or omissions
    of Contractor beyond those that the Smithsonian is responsible for at law.
    WARRANTIES AND REPRESENTATIONS
    Contractor warrants the following: (1) He or she has full right and authority to enter into this Agreement; (2) he or she has full
    right and authority to grant all of the rights granted herein; (3) he or she is not under any obligation to any other party which may
    interfere with the performance of his or her obligations hereunder or conflict with or injure the work performed under this
    contract; and (4) he or she has not previously assigned, pledged or otherwise encumbered any rights herein granted to
    Smithsonian. Contractor represents that he or she has diligently taken prudent, responsible and customary measures to ensure
    that the materials provided by the Contractor contain no matter that is libelous or in violation of the copyright, patent right, or any
    property or personal right of any person or entity nor a violation of any statutory copyright, nor are otherwise contrary to law.
    RESPONSIBILITY FOR SMITHSONIAN PROPERTY
    Contractor assumes full responsibility for and shall reimburse and indemnify the Smithsonian for any and all loss or damage of
    whatsoever kind and nature to any and all Smithsonian property, including any equipment, supplies, accessories, or parts
    furnished, while in Contractor’s custody and care, or resulting in whole or in part form the negligent acts or omissions of the
    Contractor, any subcontractor, or any employee, agent, or representative of the Contractor or subcontractor.
    NO WAIVER OF RIGHTS
    Neither the Smithsonian’s review, approval, acceptance of, nor payment for, the services required under this contract shall be
    construed to operate as a waiver of any cause of action arising out of the Contractor’s performance of this contract.
    INDEMNIFICATION
    Contractor shall defend, hold harmless, and indemnify Smithsonian Institution, its Regents, directors, officers, employees,
    volunteers, licensees, representatives and agents, and the Government of the United States, against any and all claims, loss and
    expense (including attorney’s fees and litigation expenses), from loss or liability or injury to any persons (including employees or
    agents of the Contractor or his subcontractors) and from loss of or damage to any property (including property owned by
    Smithsonian) arising out of any act or omission of the Contractor, his employees, agents or subcontractors in the performance of
    this contract.