REQUEST FOR PROPOSAL
TIME-BASED MEDIA – INSTITUTIONAL ARCHIVIST
RFP Number: USHMM-TBM-ARCH-10242024
Deadline for Questions: November 12, 2024 5:00pm (EST)
Deadline for Proposal Submission: December 9, 2024 5:00pm (EST)
Email Proposal & Questions: Yvonne Pointer, Contracting Officer ypointer@ushmm.org
Institutional Archives Time-Based Media Project — Archivist

I. Introduction/Background
The David M. Rubenstein National Institute for Holocaust Documentation (Rubenstein Institute) of the US Holocaust Memorial Museum (the Museum) requires a contract archivist to support the Institutional Archives (IA) time-based media (TBM) digitization project. The contractor will conduct an item-level inventory of TBM assets, provide recommendations on items eligible for digitization, pack, manage and track batches sent for digitization. This supports part of the Museum’s program to make materials digitally accessible
All work will be performed onsite at the Museum’s David and Fela Shapell Family Collections, Conservation and Research Center in Bowie, Maryland.
David and Fela Shapell Family Collections, Conservation and Research
Center 4800 Marconi Drive Bowie, MD 20175

II. Statement of Work
Each Offeror should carefully read, review, and address all items in their respective proposals. The USHMM reserves the right to accept any proposal as-is, following one or more requests for clarification and further information, and/or after negotiation(s). The ultimate definition of Requirements is subject to the USHMM’s final approval.

II. Deliverables
The objective of this contract is to:
● Conduct item-level inventory of TBM assets.
● When copies or versions of the same materials exist, make recommendations as to which should be sent out for digitization.
● Label and pack items for shipment to the digitization vendor.
● Receive items back from the vendor and return them to IA storage.
● Conduct quality control/assurance on digital files according to an established procedure
● Create description records in ArchivesSpace
● Create collection level Resource Record descriptions
● Based on inventory and digitized file metadata, create item-level Archival Objects and associated Digital Objects in ArchivesSpace for each item.
● Resolve legacy digital files and description.
● Create description records in ArchivesSpace based on current standards.
● The contractor will submit monthly invoices including itemization of the tasks performed to accountspayable@ushmm.org and the Contracting Officer’s Representative (COR).

III. Period of Performance
Date of Issue to June 30, 2027.
As per the terms and conditions of the contract, the position will be filled for 600 workdays, with the ability to extend for an additional 60 workdays (not exceeding 660 days), if it is deemed necessary by the Contracting Officer, based upon additional funding availability and the contractor’s performance.

V. Museum-Provided Resources and Constraints
Facilities, Supplies and Services. Work shall be performed on-site at the government furnished facility listed above in Section I. The government shall furnish a workspace and computer resources, including necessary network access, walk-up scanning equipment, and organizational software to perform these tasks. Government telephones are for official use only, with the stipulation that on-site personnel conform to existing government policy for personal use in the workplace. Any Government property destroyed or tampered with by the contractor’s personnel shall be the responsibility of the contractor.
Schedule. Onsite work schedule shall be from 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding Federal Holidays and Yom Kippur. Hours may be adjusted with the approval of the COR, provided that the workday doesn’t exceed 8 1/2 hours daily.
Information Sources. Agency personnel shall be available for technical exchanges.
Documentation. All applicable documentation shall be available on-site to the contractor at task start. All materials shall remain the property of the Government and shall be returned to the Contracting Officer Representative (COR) upon request or at the completion of this task.
Key personnel. The contractor’s work will be overseen by the Program Coordinator, in the Office of the Director of the Rubenstein Institute.

VI. Pricing/Costs
For provision of these services, the Museum will remunerate at a rate not exceeding $32.78 per hour, $262.24 in non-appropriated funds each day for eight hours of work.

VII. Qualifications of Contractor Personnel; Minimum and Preferred Experience and Professional References
Minimum Qualifications:
● Lift and climb stairs carrying 30 pound boxes
● Detail-oriented
● Independently driven and solution-oriented
● Basic computer skills (i.e., word processing software, spreadsheets, basic database functions)
● Familiarity with archival principles and practices
● Experience or familiarity with audiovisual formats or production processes
Preferred Qualifications:
● Experience or familiarity with ArchivesSpace
● Experience or familiarity with digitization and reformatting workflows or processes
Contractor shall ensure that staff and/or subcontractors dedicated to this project have the skills and experience level as described in Contractor’s Proposal. All Contractor personnel assigned to this Agreement are subject to USHMM review in accordance with the provided level of qualifications.
USHMM shall reserve the right to recommend dismissal of a Contractor’s employee or subcontractor whose performance is detrimental to the satisfactory completion of contractual obligations. In addition, Contractor personnel found unacceptable by USHMM at any time shall be removed from performing under this Agreement. The Contracting Offer (CO) shall deliver such notification in writing to the Contractor.
Suitability. For those personnel who will need access to Museum property, information, and data, full contractor suitability requirements will be provided prior to award, but could include any or all of the following: criminal history check conducted by running fingerprints submitted to the Museum through the FBI verification of US citizenship or in some cases green card or work permit, employment references, and/or credit rating. Notwithstanding the effective date of the Contract, Museum shall preclude affected personnel from beginning performance hereunder until cleared for work, and Contractor shall be solely liable for any performance delays and lost billables attributable to Museum review of personnel still uncleared as of the Contract’s effective date.

Professional References:
● Provides name(s) and contact information for two references from similar contracts.
● Accepts and adheres to Museum’s standard contract terms and conditions as provided in Attachment A, hereto, or otherwise sets forth any objections, changes, or additions to them, with the understanding that any proposed changes to the Museum’s standard terms and conditions may be grounds for rejection of the proposal.
Evaluation Factors for Award:
Offerors will be evaluated for selection on the basis of those most qualified to meet the requirements of this RFP. Major criteria to be considered in the evaluation may include, but shall not be limited to, the items referred to above and those set forth below.

1. The Offeror’s ability, capacity, and skill to fully and satisfactorily provide the requirements.
2. The quality of Offeror’s performance on comparable and/or similar projects.
3. The Offeror’s level of experience in working with similar institutions to the Museum.
4. Reasonableness/competitiveness of proposed fee and/or benefits to the Museum, although the Museum is not bound to select the Offeror who proposes the lowest fees or most benefits for services. The Museum reserves the right to negotiate fees and/or benefits to the Museum with the selected Offeror.

ATTACHMENT A
Non-Appropriated Terms and Conditions
THIS CONTRACT (hereinafter “the Contract”), effective as of the date of final signature below, is made and entered into by and between the United States Holocaust Memorial Museum, an independent establishment of the United States government with a primary business address of 100 Raoul Wallenberg Place, SW, Washington, DC 20024 (hereinafter, “the Museum”), and XXXX with a primary business address of XXXXX (hereinafter, “the Contractor”).
WHEREAS, the Museum desires to engage the services of Contractor to provide the goods or services herein described; and
WHEREAS, the Contractor desires to provide such goods or services for the Museum;
NOW THEREFORE, the parties agree as follows:
1. Scope of the Contract
During the term of this Contract, Contractor shall provide the goods or services set forth in the Scope of Work, attached hereto as Exhibit A and hereby incorporated by reference. However, if any provision or term of Exhibit A conflicts with any provision or term of this Contract, the provisions and terms of this Contract shall prevail and supersede any inconsistent provisions or terms in Exhibit A.
2. Relationship and Representation
(a) Contractor shall be at all times and for all purposes of this Contract an independent contractor(s). Contractor shall not hold itself out to be the employee, agent, officer, director, or representative of the Museum, nor pursuant to this Contract shall it have the authority to bind Museum or represent that it has the power to do so, except as expressly set forth herein or otherwise subsequently agreed to in writing by the parties’ authorized representatives.
(b) Museum has designated representatives and points of contact for the purposes of this Contract shall be the Contracting Officer and the Contracting Officer’s Representative, as follows:
(i) “Contracting Officer” or “CO” shall mean and refer to the person with the authority to enter into, administer, and terminate this Contract, to make changes to Contract terms and conditions, and to make related determinations and findings.
(ii) “Contracting Officer’s Representative” or “COR” shall mean and refer to the person with the authority to provide technical direction on Contract performance. Technical direction consists of any direction that assists the Contractor in accomplishing the statement of work. The COR will receive all reports and deliverables and provide comment and approval of the same. The COR does not have the authority to issue any direction that requires work outside the scope of the Contract, constitutes a change to the Contract, causes an increase or decrease in the estimated cost of the Contract, alters the period of performance, or changes any of the other express terms or conditions of the Contract.
3. Performance
Contractor shall provide all goods, services, labor, materials, and equipment associated with Contractor’s services as described herein.
4. Invoices and Payment
(a) Museum will pay Contractor upon acceptance of deliverables and receipt of proper invoices in accordance with the fee schedule contained in Exhibit B (if applicable). To facilitate prompt payment, invoices shall be submitted in English to the United States Holocaust Memorial Museum, by email to
AccountsPayable@ushmm.org, and/or if by mail to 100 Raoul Wallenberg Place, SW, Washington, DC 20024-2150 with a copy submitted to the COR.
To constitute a proper invoice, invoices must include the following information and/or attached documentation:
(i) Name of Contractor and invoice date
(ii) Purchase Order Number
(iii) Description, price and quantity of services delivered or rendered (iv) Name, title, phone number, and complete mailing address of responsible person to whom payment is to be sent.
(b) Contractor agrees that no portion of the payments, fees, or commissions earned by it under this Contract will be transferred, directly or indirectly, to any government official, company, individual, or other entity for the purpose of influencing that person or entity to assist either Contractor or the Museum in obtaining, retaining, or directing business to any person or entity. Contractor further agrees that if such prohibited payments are made, notwithstanding any other provisions of this Contract to the contrary and in addition to any other available remedies, Museum may terminate this Contract.
(c) Contractor agrees that the payment(s) provided to it by Museum hereunder constitute full, adequate, and complete consideration for all services rendered herein.
(d) Taxes. The price or prices stated herein include all applicable taxes. Upon Contractor’s request, Museum will furnish tax exemption certificates or other evidence of exemption as has been authorized and will be acceptable to the appropriate taxing authorities.
(e) Hours Billable on Hourly-Based Contracts. For purposes of hourly-based contracts (e.g., contracts invoiced on a time and materials or labor hour basis), a normal workweek; shall consist of 40 hours, constructed of five business days; each consisting of no more than eight hours exclusive of meal time. A contract year; shall not exceed 50 workweeks or 1,920 hours in the 12 month time period beginning with the effective date of any hourly-based contract. Absent the CO’s prior, written authorization, Contractor shall be precluded from billing USHMM in excess of:
(i) Actual hours performed hereunder, and
(ii) Those of the normal workweek, irrespective of total hours worked. No overtime, mealtime, or vacation time billings are allowable under hourly-based contracts.
5. Travel Expense Clause
Travel expenses are to be reimbursed according to Museum’s Travel Policy and GSA Federal Travel Regulations (FTR). All expenses for food and incidentals are solely the responsibility of the Contractor, unless a prior agreement has been reached with the Museum’s Program Office Head.
6. Warranty, Indemnification, and Insurance
(a) Contractor warrants that the work provided hereunder will be performed in a professional manner in accordance with the highest applicable professional standards, and shall comply with all specifications and requirements set forth herein. Museum may, at any time, require Contractor to correct any errors or deficiencies in its work product or services within a mutually agreeable time, at no cost to Museum and in accordance with the terms and conditions of this Contract.
(b) To the extent permitted by law, Contractor shall indemnify and hold harmless
Museum, its officers, agents, employees, and the United States Holocaust Memorial Council from and against any and all loss, damage, liability, expense, claim, or action (including, if necessary, reasonable court costs and attorneys’ fees) caused by or arising from any breach of warranty or this Contract by Contractor, its agents, subcontractors or employees; or any act or omission in the execution or performance of this Contract by Contractor, its agents,
subcontractors, or employees, related directly or indirectly to any aspect of this Contract or performance of work hereunder.
(c) Contractor shall also indemnify the Museum against any liability, including costs and expenses, incurred as the result of the violation of trade secrets, copyrights, or rights of privacy or publicity, arising out of the creation, delivery, publication, or use of any information furnished under this Contract.
(d) For the life of this Contract, Contractor shall maintain, at a minimum, the standard level(s) of commercial general liability and such other insurance coverage as are standard in Contractor’s industry.
(e) If policies are on a “claims made” basis, Contractor shall continue to maintain coverage for a period of three (3) years following the expiration or termination of this Contract. Such insurance shall provide for thirty (30) days advance written notice of any cancellation.
7. Use of Museum Name and Trademarks
(a) Contractor shall not use Museum trademarks, including Museum’s name and logo, for any purpose without the express consent of Museum, except for such uses as are strictly required by this Contract.
(b) Contractor shall not refer to awards from or contracts with Museum in advertisements or promotional announcements in any form or media, in such a manner as to state or imply that the Contractor’s services are endorsed or preferred by Museum or are superior to other services. This provision shall apply regardless of whether Museum has consented to Contractor’s use of Museum’s name, as provided herein.
(c) Contractor shall not issue a news release or other public announcement referring to this Contract or the services provided hereunder without the prior, written consent of the CO.
8. Disputes and Controlling Law
(a) This Contract shall be governed and construed in accordance with the laws of the District of Columbia.
(b) The parties will exercise their best efforts to resolve any dispute arising out of or relating to this Contract by mediation. If the parties are unable to resolve the dispute by mediation, it shall be settled by arbitration utilizing the arbitration services of the United States Civilian Board of Contract Appeals (CBCA).
9. Privacy and Security Safeguards
(a) The Contractor shall establish appropriate administrative, technical, and physical safeguards to insure the security and confidentiality of data furnished
under this Contract, and to protect against any anticipated threats or hazards to the security, integrity, and confidentiality of the data. These safeguards must meet NIST SP80053r4, ISO 27001/2, or equivalent.
(b) The Contractor shall not publish or disclose in any manner, without the Contracting Officer’s written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided or disclosed by the Government.
(c) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.
(d) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.
10. Restriction on Disclosure of Data
Contractor shall not authorize others to or itself use, disclose, release, reproduce, distribute, or publish any information or data first received or produced in the performance of this Contract for purposes other than the performance of this Contract without the express, written authorization of the Museum. As used herein, “information” and “data” shall mean and include all oral and recorded information, regardless of form, which is not in the public domain.
11. Applicability
Contractor shall bind its agents, subcontractors, and employees to the terms and conditions of this Contract (including without limitation those of this paragraph), in the same way that Contractor is bound to Museum. Contractor shall be liable to Museum for its agents’, subcontractors’, and employees’ performance and/or forbearance consistent with the terms and conditions of this Contract.
12. Ownership
(a) 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; and sound recordings, as each of those terms are used and defined by the Copyright Act of the United States (17 U.S.C. §101, et. seq.) and
works of any similar nature (whether or not copyrighted) which are included in the material to be delivered under this contract.
(b) General. Contractor hereby irrevocably, exclusively, and in perpetuity grants, transfers, and assigns to Museum all Subject Data first produced in the performance of this contract and all right, title, and interest thereto including without limitation copyright. Museum may register the copyright thereto in its own name. Contractor shall not assert any right at common law or in equity, nor claim to copyright by statute in any Subject Data first produced in the performance of this contract without Museum’s prior written consent. Contractor shall secure Museum’s legal title and interests in and to all work product produced in the performance of this contract by third parties, including without limitation subcontractors.
(c) License for Other Subject Data. Exclusive of Subject Data performance rights, which Museum owns or has already obtained a license for, Contractor agrees to grant, and does hereby grant, to Museum, a royalty-free, non-exclusive, perpetual, and irrevocable license in any and all copyrighted or copyrightable Subject Data (excluding any and all such Subject Data in which Museum already owns copyright) not first produced, composed, or created in the performance of this contract but which is incorporated in the material furnished under this contract, such license to include, but not be limited to, the rights to publish, translate, reproduce, broadcast, distribute, transmit, use, sell, and dispose of Subject Data in any manner, and to authorize others to do so. For all such Subject Data for which the Contractor does not have the right to grant such license, Contractor shall inform Museum of such fact as soon as practicable following the execution of this contract, asking Museum for its written permission to incorporate such Subject Data without granting the requisite license. Without such notification, Museum shall be acting in reliance on this contract and shall presume that it possesses all necessary rights and is free to make whatever use of the Subject Data that Museum determines is in its best interests.
13. Audit and Records
(a) The United States Holocaust Memorial Museum, or an authorized representative of the USHMM, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.
(b) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract.
(c) If this Contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this
contract shall be made available until such appeals, litigation, or claims are finally resolved. (d) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.
14. Termination
(a) For Convenience. Museum may terminate or suspend this Contract, within a minimum of 30-days, in whole or in part, by written notice or verbal notice confirmed in writing, which notice shall be effective when received by Contractor. If this Contract is terminated by the Museum for its convenience, Museum’s liability shall be limited to the value of any goods or services received and accepted before the effective date of termination.
(b) For Default. Museum may terminate this Contract for default if, at any time, Contractor fails to perform the required services or deliver the required deliverables in a timely manner, or if Contractor otherwise breaches his or her obligations, warranties, and representations hereunder. Such termination shall be effective immediately upon Contractor’s receipt of notice from the CO. At Museum’s discretion, Contractor shall deliver to the Museum Contract deliverables created but not delivered before the effective date of termination, and Museum shall render any amounts due for said deliverables.
(c) Force Majeure. Neither party shall be liable for damages if and when performance of services hereunder is delayed or prevented, by strike or threats of strikes (except those involving the employees or agents of the party seeking the protection of this clause), fire, riot, war, rebellion, insurrection, terrorist acts, failure or shortage of transportation facilities, governmental regulations, acts of God, or other causes beyond the control of the parties. In the event that either party is not able to adequately perform this Contract for any reason included in the above enumerated causes, such party shall so inform the other promptly and in writing whereupon the other party may, at its discretion, terminate the Contract immediately.
(d) Upon termination, this Contract shall cease to have any further effect, except that sections 6 (“Warranty, Indemnification, and Insurance”), 7 (“Use of Museum Name and Trademarks”), and 18 (“Compliance with Laws”) shall survive its termination.
15. Term
This Contract shall extend until the conclusion of the project, or otherwise as mutually agreed upon for optional term-based consulting not to exceed one (1)
year from the effective date hereof. By written notice to the Contractor at least fifteen (15) days before the Contract is otherwise due to expire, the Museum may respectively renew on an annual basis, or else extend the term of this Contract for a period of lesser duration, provided the duration of the Contract including all annual renewals shall not exceed five (5) years from its effective date.
16. No Assignment
Contractor shall not assign any right or obligation nor delegate any duty under this Contract without the CO’s prior written consent. Purported assignments or delegations without the CO’s prior written consent shall be null and void.
17. Waiver
The waiver of any term or condition of the Contract must be in writing. No such waiver shall be construed as a waiver of any other term or condition except as provided in writing and signed by the CO; nor shall it be construed as a waiver of a subsequent breach of the same term or condition. The failure of Museum at any time to require strict performance of a term or condition of the Contract shall not waive or diminish Museum’s right thereafter to demand strict compliance therewith or with any other Contract term or condition.
18. Compliance with Laws
In the performance of this Contract, Contractor shall comply with all applicable federal, state, and local laws and regulations (including without limitation construction codes) and, when requested, shall furnish evidence satisfactory to Museum of such compliance. Contractor shall indemnify and hold Museum harmless to the full extent of any loss, damage, or expense incurred by Museum resulting from violation by Contractor of any applicable law, ordinance, rule, or regulation.
19. Changes
Changes to the terms and conditions of this Contract shall only have force and effect when made in writing and signed by the Contractor’s authorized representative and the CO. No other modification or amendment to this Contract will be binding upon Museum.
20. Order of Precedence
This Contract constitutes the entire and exclusive agreement between the Museum and Contractor with respect to the subject matter contained herein, and shall supersede all previous negotiations, commitments, and writings regarding the same. It shall not include any additional or contrary terms and conditions
proposed in an invoice, Contract, acknowledgement, or such other communication, In the event of any inconsistency in the complete agreement (as defined in Paragraph 25, below), unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) the terms and conditions of this Contract; and (b) other documents, exhibits, and attachments (including without limitation Contractor’s terms and conditions, Contractor’s proposal, or Contractor’s statement of work) whether incorporated by reference or otherwise.
21. Miscellaneous Charges
No additional charges not specified in this Contract, or any addendum, will be incurred by Museum or its guests for work performed or for services or items provided by Contractor unless Contractor has first obtained prior written permission from an authorized representative of Museum to have the work completed or the service or item provided.
22. Tax Exempt Status
Museum is an independent establishment of the federal government and is tax exempt.
23. Suitability
For those personnel who will require a Museum-issued identification credential and / or access badge, access to the Government’s information systems or access to Government sensitive and / or proprietary information, the Government will provide the contractor with detailed contractor suitability requirements appropriate to the type of contract.
Such requirements may include any or all of the following background checks and / or investigations of contractor staff: criminal history checks conducted by running fingerprints submitted to the Government through the FBI’s National Crime Information Center; verification of US citizenship, permanent resident (green card) status, Employment Authorization document (issued by USCIS), employment references, and / or credit rating.
At the Government’s discretion, fingerprints may be taken at the Museum, at a Museum approved off-site facility, or by Museum personnel at Contractor’s premises. The Contractor shall be responsible for all travel costs associated with obtaining fingerprints of Contractor’s staff. Suitability requirements including fingerprinting are required to be renewed / repeated on an annual basis. Notwithstanding the effective date of the Contract or any renewal thereof, the
Government shall preclude Contractor personnel from beginning performance on the contract until cleared for work by the Museum’s Division of Protection Services.
Contractor shall be solely liable for any performance delays and lost billable hours attributable to the Contractor personnel who have not been cleared for work on the contract as of the Contract’s effective date, or who have not been renewed annually. Contractor has a duty to fully cooperate in a timely manner with the Government’s contractor and suitability requirements.
24. Museum Furnished Property
Definition and Ownership: “Museum-Furnished Property” means property in the possession of, or directly acquired by, the Museum and subsequently furnished to the Contractor for performance of this Contract, including without limitation all property owned or leased by Museum; property furnished for repair, maintenance, or modification; and all Contract deliverables and work product following Museum acceptance which remains in Contractor’s possession for any length of time. Contractor shall recognize Museum-Furnished Property in writing upon taking possession, and such writing shall be considered integrated as an attachment to this Contract. In the absence of explicit, written recognition of transfer of ownership signed by the Contracting Officer, Museum shall retain title to all Museum-Furnished Property irrespective of its incorporation into or attachment to any property not owned by the Museum; Museum property shall not become a fixture or lose its identity as personal property by being attached to any real property.
Duty of Care: Museum-Furnished Property is provided to Contractor in an “as-is” condition, and Contractor shall be solely responsible for any inspection prior to taking possession. Pending the satisfactory return to and acceptance by Museum of Museum-Furnished Property, Contractor shall exercise all care necessary to protect and safeguard it from any and all harm and damage and bears sole risk and responsibility for the cost and expense of all repairs, replacement, and/or refurbishment of Museum-Furnished Property. Museum makes no warranty with respect to the serviceability and/or suitability of Museum-Furnished Property for Contract performance.
Restrictions on Use: Contractor shall use Museum-Furnished Property only for performing this Contract. The unauthorized use of Government property can subject a person to fines, imprisonment, or both, under 18 U.S.C. 641. Contractor shall make no material modifications or alterations to Museum-Furnished Property except as expressly approved by Museum in writing.
Return or Replacement: Contractor shall return Museum-Furnished Property to Museum at Contractor’s sole cost and expense in at least its original condition, less reasonable wear and tear, and on or before termination or expiration of the Contract except as has otherwise been stipulated in writing by Museum. Museum reserves the right to reject the attempted return of any Museum-Furnished Property found to be in an unsatisfactory condition and may, at Museum’s discretion and upon the Contracting Officer’s written notice to Contractor, either replace or abandon such rejected Museum-Furnished
Property, withholding from final Contract payment its replacement value (i.e., actual replacement cost plus reasonable costs attributable to re-acquisition) or its fair market value, respectively. Ownership of the rejected property shall be considered constructively transferred to Contractor in either event.
25. Complete Agreement
This Contract constitutes the entire and exclusive agreement between the Museum and Contractor with respect to the subject matter contained herein, and shall supersede all previous negotiations, commitments, and writings regarding the same. It shall not include any additional or contrary terms and conditions proposed in an invoice, Contract, acknowledgement, or such other communication, except as specifically accepted and made a part of this Contract by the CO.
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Acknowledged and Agreed by the authorized representative of each party,
(Contractor)
Date
United States Holocaust Memorial Museum
Pointer, Yvonne
Contracting Officer
Date
EXHIBIT A – STATEMENT OF WORK
EXHIBIT B – FEE SCHEDULE