89603025Q0005.pdf

Combined Synopsis/Solicitation Notice

*= Required Field Combined Synopsis/Solicitation Notice

SUBJECT* Risk-Informed Decision Making (RIDM) Technical Support Services for the U.S. Federal Energy Regulatory Commission (FERC)

GENERAL INFORMATION

CONTRACTING OFFICE’S ZIP CODE* 20426

SOLICITATION NUMBER* 89603025Q0005

RESPONSE DATE/TIME/ZONE 01-06-2025 2:00 PM EASTERN TIME, NEW YORK, USA

ARCHIVE DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS N

SET-ASIDE

PRODUCT SERVICE CODE*

NAICS CODE* 541990

CONTRACTING OFFICE ADDRESS Federal Energy Regulatory Commission

Acquisition Services Division Attn: Ryan Kirkwood 888 First Street, NE, Room 4J Washington DC 20426

POINT OF CONTACT*

See RFQ Ryan Kirkwood Ryan.Kirkwood@ferc.gov 202-502-6049

PLACE OF PERFORMANCE

ADDRESS See RFQ

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS Ryan.Kirkwood@ferc.gov

EMAIL DESCRIPTION

DESCRIPTION

Risk-Informed Decision Making (RIDM) Technical Support Services for the

U.S. Federal Energy Regulatory Commission (FERC)

RFQ #89603025Q0005

This is a combined synopsis/solicitation for commercial supplies/services prepared in accordance with the format in Subpart 12.6, using Simplified Acquisition Procedures under FAR Section 13.106, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation (SF1449) will not be issued.

The Government intends to procure Risk-Informed Decision Making (RIDM) Technical Support Services in support of the Office of Energy Projects (OEP) for the U.S. Federal Energy Regulatory Commission (FERC). The Government is contemplating award in accordance with FAR Parts 12, 13.1 and 13.5.

The contract will be a Labor Hour (LH) with Cost Reimbursement for Other Direct Costs-Travel (ODC’s) contract type. The period of performance for this contract will consist of one 12-month base period and four 12-month option periods for a total contract life of five years.

The solicitation number is 89603025Q0005. The solicitation is issued as a Request for Quotation (RFQ).

The solicitation document and incorporated provisions and clauses are those in effect through 2024-05, effective April 22, 2024.

This is NOT a small business set aside. The NAICS code for this procurement is 541990 – All Other Professional, Scientific and Technical Services and the small business size standard is $19.5M. This procurement is solicited on an unrestricted basis.

This procurement is a new requirement. The objective of this contract is to acquire Contractor support to secure risk-informed decision-making technical support services to assist FERC in carrying out risk-related activities in the Commission’s Dam Safety Program.

The combined synopsis solicitation contains the list of contract line-item numbers and items, quantities, and units of measure in the Cost/Price Schedule of the solicitation, for the base and option periods.

A more detailed description of requirements and period of performance dates are provided in the Price/Cost Schedule and in the attached Statement of Work (SOW). The FOB point and acceptance point for deliverables are destination (FERC Headquarters, 888 First Street NE, Washington DC 20426.)

The provisions at 52.212-1 Instructions to Offerors–Commercial Items, applies to this acquisition with its addendum.

The provision at 52.212-2 Evaluation–Commercial Items, applies to this acquisition with its addendum.

Offerors shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications– Commercial Items, with its quote. If the offeror’s annual representations and certifications are current in the U.S.

Government System for Award Management (SAM), the offeror may merely state that the offeror’s representations and certifications are available through SAM in lieu of submitting the annual representations and certifications as part of the offeror’s quote.

The clause 52.212-4 Contract Terms and Conditions–Commercial Items applies to this acquisition.

The clause 52.212-5, Contract Terms and Conditions Required To Implement Statutes Or Executive Orders–Commercial Items, applies to this acquisition; additional FAR and other clauses applicable to this acquisition are included in the attached solicitation document.

Defense Priorities and Allocation System (DPAS) does not apply to this acquisition.

Best Value will be determined using the “Trade-Off” methodology approach. Review of each quote received will be based on the criteria cited in this RFQ.

All Questions regarding this RFQ must be submitted via e-mail to Ryan.Kirkwood@ferc.gov.

Questions relating to this RFQ will be accepted no later than 2:00 PM Eastern Standard Time (EST) on Monday, December 16, 2024.

All Quotes must be submitted in Electronic Format via email to Ryan.Kirkwood@ferc.gov no later than 2:00 PM, Eastern Standard Time (EST) on Monday, January 6, 2025.

The point of contact for this acquisition, all questions, correspondence, and quotes in reference to this RFQ shall be emailed to the following individual:

Name: Ryan Kirkwood Title: Contracting Officer Phone: (202) 502-6409 Email: Ryan.Kirkwood@ferc.gov

Failure to use the POC’s correct email address may result in non-reviewed emails. The offeror is responsible for ensuring that the POC is in receipt of EMAILED questions and quotes. The offeror is requested to cite the reference number and requirement title in the subject line of their email.

Please note that this request does not commit the government to pay any costs incurred in the submission of your offer, nor to contract for said services.

mailto:Ryan.Kirkwood@ferc.gov mailto:Ryan.Kirkwood@ferc.gov mailto:Ryan.Kirkwood@ferc.gov

89603025Q0005

Table of Contents

RFQ #89603025Q0005

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

B.2 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(NOV 2023)

ADDENDUM to FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services .. 17

C.2 CONTRACTING OFFICER REPRESENTATIVE (COR) APPOINTMENT--LOCAL PROVISION

C.3 INVOICING--LOCAL PROVISION

C.4 OBSERVANCE OF LEGAL HOLIDAYS AND CLOSURE OF FERC FACILITIES --LOCAL PROVISION

C.5 IT SYSTEMS & SERVICE CONTRACTS-- SECURITY REQUIREMENTS-- LOCAL PROVISION

C.6 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

C.8 52.216-1 TYPE OF CONTRACT (APR 1984)

C.9 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.10 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.12 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT (NOV 2021)

E.2 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2024)

E.3 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

E.4 ADDENDUM to FAR 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services

E.5 ADDENDUM to FAR 52.212-2 Evaluation-Commercial Products and Services………………………..…………………..53

E.6 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

89603025Q0005 Section B

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0.00 LH __________________ __________________

Risk-Informed Decision Making (RIDM) Technical Support Services

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide base period labor categories and rates as applicable.

Contract Period: Base POP Begin: 02-17-2025 POP End: 02-16-2026

Develop/conduct training classes, workshops & developing related materials.

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide base period labor categories and rates as applicable.

Contract Period: Base

0.00 LO __________________ __________________

Other Direct Costs (Travel & direct materials)

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

As approved by the COR. IAW Federal Acquisition Regulation (FAR) 31.205-46, Federal Travel Regulation (FTR), and the limitation of funds specified.

$20,000.00 NTE (Not to Exceed)

Contract Period: Base

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 1 labor categories and rates as applicable.

Contract Period: Option 1 POP Begin: 02-17-2026 POP End: 02-16-2027

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 1 labor categories and rates as applicable.

Contract Period: Option 1

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

As approved by the COR. IAW Federal Acquisition Regulation (FAR) 31.205-46, Federal Travel Regulation (FTR), and the limitation of funds specified.

$20,000.00 NTE (Not to Exceed)

Contract Period: Option 1

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 2 labor categories and rates as applicable.

Contract Period: Option 2 POP Begin: 02-17-2027 POP End: 02-16-2028

Develop/conduct training classes, workshops & developing related materials.

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 2 labor categories and rates as applicable.

Contract Period: Option 2

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

As approved by the COR. IAW Federal Acquisition Regulation (FAR) 31.205-46, Federal Travel Regulation (FTR), and the limitation of funds specified.

$20,000.00 NTE (Not to Exceed)

Contract Period: Option 2

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 3 labor categories and rates as applicable.

Contract Period: Option 3 POP Begin: 02-17-2028 POP End: 02-16-2029

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 3 labor categories and rates as applicable.

Contract Period: Option 3

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

As approved by the COR. IAW Federal Acquisition Regulation (FAR) 31.205-46, Federal Travel Regulation (FTR), and the limitation of funds specified.

$20,000.00 NTE (Not to Exceed)

Contract Period: Option 3

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 4 labor categories and rates as applicable.

Contract Period: Option 4 POP Begin: 02-17-2029 POP End: 02-16-2030

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

This is a Labor-Hour (L/H) CLIN.

Offeror shall provide option period 4 labor categories and rates as applicable.

Contract Period: Option 4

IAW

Attachment 1-OEP Risk Informed Decision-Making Related Services SOW Dec 2024.

As approved by the COR. IAW Federal Acquisition Regulation (FAR) 31.205-46, Federal Travel Regulation (FTR), and the limitation of funds specified.

$20,000.00 NTE (Not to Exceed)

Contract Period: Option 4

GRAND TOTAL __________________

B.2 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY DELIVERY DATE

0001 SHIP TO: Federal Energy Regulatory Comm Attn: P-1 Warehouse 888 First Street, NE Washington, DC 20426

USA

0.00

MARK FOR: TBD

202-208-0200

0002 SHIP TO: Federal Energy Regulatory Comm Attn: P-1 Warehouse 888 First Street, NE

0003 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

1001 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

1002 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse

888 First Street, NE

1003 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

2001 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

2002 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

2003 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

3001 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

3002 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

3003 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

4001 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

4002 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

4003 SHIP TO: Federal Energy Regulatory

Attn: P-1 Warehouse 888 First Street, NE

89603025Q0005 Section C

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) 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 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.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.

destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government 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 the Contractor can demonstrate to the satisfaction of the Government 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 Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government 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 Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) 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.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

ADDENDUM to FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 CONTRACTING OFFICER REPRESENTATIVE (COR) APPOINTMENT--LOCAL

PROVISION

TBD has been appointed as the Contracting Officer’s Representative (COR) for this Contract with responsibility for technical oversight, contract administration and day-to-day inspection of the work. The appointment will be in effect until final completion of the project, or when terminated or superseded by the Contracting Officer. The COR will accomplish inspection and acceptance, including final delivery. Services shall conform to the requirements set forth in the contract.

TBD

Federal Energy Regulatory Commission 888 First Street, NE

C.3 INVOICING--LOCAL PROVISION

An original invoice(s) for work provided under this order shall be submitted with proper documentation in accordance with the Prompt Payment Act, FAR 52.232-25 to:

Federal Energy Regulatory Commission Division of Financial Services Attn: Payment/Invoice 888 First Street, NE, Room 42-71

INVOICE MAY BE SUBMITTED ELECTRONICALLY TO: dfs-invoices@ferc.gov

FOR INVOICE STATUS CONTACT: dfs-invoices@ferc.gov

In addition, please submit at least 1 copy of all invoices simultaneously to COR at the physical or e-mail address listed herein.

YOUR LAST INVOICE UNDER THE ORDER SHALL BE MARKED "FINAL."

C.4 OBSERVANCE OF LEGAL HOLIDAYS AND CLOSURE OF FERC FACILITIES --

LOCAL PROVISION

(a) The Federal Energy Regulatory Commission observes the following days as holidays--

New Year's Day Martin Luther King's Birthday Washington's Birthday Memorial Day Juneteenth Independence Day

Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day Any other day designated by Federal law, Executive Order or Presidential Proclamation.

(b) When any holiday specified in (a) falls on a Saturday, the preceding Friday shall be observed. When any such holiday falls on a Sunday, the following Monday shall be observed. Observances of such days by Government personnel shall not be cause for additional period of performance or entitlement to compensation except as set forth in the contract.

If the contractor's personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, unless authorized pursuant to an overtime clause elsewhere in this contract.

(c) FERC may close a FERC facility for all or a portion of a business day as a result of--

(1) Granting administrative leave to non-essential FERC employees (e.g., unanticipated holiday);

(2) Inclement weather;

(3) Failure of Congress to appropriate operational funds;

(4) Or any other reason.

(d) In such cases, contractor personnel not classified as essential, i.e., not performing critical round-the-clock services or tasks, who are not already on duty at the facility, shall not report to the facility. Non-essential personnel already present shall be dismissed and shall leave the facility.

(e) The contractor agrees to continue to provide sufficient personnel to perform round-the-clock requirements of critical tasks already in operation or scheduled for performance during the period in which FERC non-essential employees are dismissed, and shall be guided by any specific instructions of the Contracting Officer or his/her duly authorized representative.

(f) When contractor personnel services are not required or provided due to closure of a FERC facility as described in this clause, the contractor shall be compensated as follows--

(1) For fixed price contracts, deductions in the contractor's price will be computed as follows--

(A) The deduction rate in dollars per day will be equal to the per month contract price divided by 21 days per month.

(B) The deduction rate in dollars per day will be multiplied by the number of days services are not required or provided. If services are provided for portions of days, appropriate adjustment will be made by the Contracting Officer to ensure that the contractor is compensated for services provided.

(2) For cost-reimbursement, time-and-materials and labor-hour type contracts, FERC shall not reimburse as direct costs, the costs of salaries or wages of contractor personnel for the period during which such personnel are dismissed from, or do not have access to, the facility.

C.5 IT SYSTEMS & SERVICE CONTRACTS-- SECURITY REQUIREMENTS-- LOCAL

PROVISION

Non-Disclosure Agreement: The Contractor and all personnel assigned to the contract that require access to the FERC network agree not to divulge to any unauthorized person non-public or confidential information obtained from FERC in performance of their duties under the contract. All documentation, electronic data and information collected or generated by the Contractor in support of this contract will be considered Government property, and will be returned to the Government at the end of the performance period. The Contractor will be required to sign a NonDisclosure/Confidentiality Agreement prior to commencement of work to protect the proprietary/intellectual property of FERC.

Information Security Continuous Monitoring: Maintenance of the ATO will be through continuous monitoring of security controls of the contractor’s system and its environment of operation to determine if the security controls in the information system continue to be effective over time in light of changes that occur in the information system and environment. Through continuous monitoring, security controls and supporting deliverables are updated and submitted to FERC on a periodic basis. The submitted deliverables (or lack thereof) provide a current understanding of the cybersecurity state and risk posture of the information systems. Due to the increase and complexity of information security incidents, and the need to react quickly, FERC has prioritized Information Security Continuous Monitoring (ISCM), an initiative identified in NIST SP 800-53, Revision 5 and OMB Memorandum M-14-03. ISCM is defined in NIST SP 800- 137 “as maintaining ongoing awareness of information security, vulnerabilities, and threats to support organizational risk management decisions” but is not limited to a specific program or technology. To assist agencies in establishing ISCM capabilities quickly, the DHS has created the Continuous Diagnostics and Mitigation (CDM) program and much of the information reported under ISCM is required under existing OMB guidance. If FERC determines that providing the DHS CDM capabilities to a contractor operating information systems on behalf of the Government is not feasible, the contract must ensure that at a minimum:

(a) Contractor-operated systems meet or exceed the information security continuous monitoring requirements identified in M-14-03; and

(b) FERC may elect to perform information security continuous monitoring and IT security scanning of contractor systems with tools and infrastructure of its choosing.

While existing contracts may direct the contractor to self-report required ISCM information to FERC, this approach may no longer be sufficient. FERC and contractors must therefore work together to determine and implement an appropriate solution that fulfills the ISCM requirements. FERC will work with DHS to ensure that the proposed solution fulfills the ISCM requirements identified in FISMA.

For systems not operated on behalf of the Government – contractor’s internal systems used to develop a product or service – continuous monitoring is part of the security assessment requirement in NIST SP 800-171.

Waivers and Risk Acceptance Management: Waivers are official exceptions to FERC cybersecurity and privacy policy. A waiver is a request for additional time to address findings. Waivers are requested for various reasons. Some of these reasons include:

(a) The requestor needs more time to plan for the remediation efforts.

(b) The vendor has not released a fix for the vulnerability.

(c) The remediation efforts are dependent on the completion of other work.

The business justification for waiver request must be provided by the requestor. Approval is based on mission requirements and the best interest of FERC, when standard provisioning is inadequate. Waivers are not just an administrative process; rather, each request is evaluated from an enterprise perspective. Cybersecurity, information sharing, budgeting, interoperability, and mission scope, among others areas, are assessed. Before proceeding with a waiver request, the applicable FERC CISO or Information System Security Officer (ISSO) should be contacted to ascertain if a waiver is possible. The contractor may request waivers to, or exceptions from, any portion of FERC cybersecurity or privacy policy, for up to 6 (six) months, whenever they are unable to fully comply with cybersecurity or privacy requirements. Requests are made electronically, through the COR to the CISO and must include the operational justification, risk acceptance, risk mitigation measures, and a plan for bringing the program or information system into compliance. A second waiver request for up to 6 (six) months may be made only by the applicable FERC program manager or equivalent. Only signed and approved waiver requests are considered to be valid.

Waiver extensions are needed when a waiver is set to (or has) expired and/or the work has not yet been completed.

Resource constraints, shift in work priorities, vendor dependencies, and other issues could lead to a situation where a waiver extension is required. Waiver extensions should only be requested when absolutely necessary. Waiver extensions must be accompanied with a high level project plan detailing the work and timeframes for the remediation effort. Waiver extensions must also obtain approval by the COR, CISO, and Chief Information Officer (CIO).

A risk acceptance is requested when a finding cannot be remediated in the environment. A contractor may request a risk acceptance whenever it is unable to bring the program or system into compliance. Risk acceptances are generally limited to mission-specific systems that are not part of the FERC enterprise. This request is made through the COR to the CISO and must include the operational justification, risk acceptance, and risk mitigation measures. There are various reasons for a risk acceptance request. Typical scenarios at FERC are when remediating a finding will impact operations to critical systems. Risk acceptance should be requested only when absolutely necessary. In most cases, it is preferable to submit a long duration waiver or a deviation. It is the responsibility of the CISO to determine the best approach for waiver versus deviation and support this rationale through the approval process.

Cyber Security and Privacy Incident Reporting and Data Breaches: A Cyber Incident is an event that may have resulted in unauthorized access, loss or damage to FERC assets, information systems, or sensitive information, or an action that breaches FERC security procedures. A “cyber incident” means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein. Cyber incident reporting requirements for systems operated on behalf of the government and/or contractors’ internal systems are similar. The only distinction is that the reporting of cyber incidents affecting a contractor’s internal system is limited to incidents affecting CUI, not every cyber incident affecting the contractor system.

Timely contractor reporting of all cyber incidents involving the loss of confidentiality, integrity, or availability of data is critical to the Government’s ability to determine appropriate response actions and minimize harm from incidents. The Contractor will comply with all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance, or support of a Federal information system. The Contractor will be required to prevent and remedy data breaches and to provide the FERC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the FERC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs.

In determining the appropriate timeline and reporting information, FERC will comply with Federal law, relevant OMB policies, and NIST standards and guidelines. FERC will also consider the sensitivity of the information stored by the contractor, the potential damage caused by delays in reporting, the requirements in the Department of Homeland Security (DHS) United States Computer Emergency Readiness Team (US-CERT) Federal Incident Notification Guidelines, or other risk factors, as deemed appropriate by FERC. At a minimum, contractual language will ensure that all known or suspected cyber incidents involving the loss of confidentiality, integrity, or availability of data for systems operated on behalf of the Government are reported to the designated agency Computer Security Incident Response Team (CSIRT) or Security Operations Center (SOC) within the timeline agreed upon in the contract. Contractors will adhere to OMB Memorandum 06-19 (July 12, 2006), particularly the mandated time frame requiring reporting of all incidents involving personally identifiable information to US-CERT within one hour of discovering the incident, as well as to any other subsequent laws, regulations, or policy governing data breaches that may arise during the performance of the contract.

All known cyber incidents in contractor internal systems must be reported if they involve the CUI in the system, but the contractor does not have to report all known or suspected cyber incidents. In addition to reporting to the SOC, the contractor will also report the security incident to the:

(a) Contracting Officer (CO);

(b) Contracting Officer Representative (COR);

(c) CISO; and

(d) SAOP (as necessary).

The Contractor will have an Information System Security Plan (ISSP) that includes policies and procedures necessary to ensure the timely detection of and reporting to the FERC of data breaches, as well as safeguards to prevent and mitigate the risk of, as well as to remedy, such breaches, if any. The contractor ISSP must address when and how the contractor is required to report information security incidents when they occur and when and how the contractor provides notification of breaches to affected individuals and third parties. At a minimum, FERC contractual language regarding incident reporting will include the following:

(a) Language to indicate that a cyber incident that is properly reported by the contractor will not, but itself, be interpreted as evidence that the contractor has failed to provide adequate information safeguards for CUI;

(b) The definition of what constitutes a cyber incident;

(c) The required timeline for first reporting to the agency;

(d) The types of information required in a cyber incident report to include: company and point of contact information, contract information, and the type of information compromised;

(e) The contractor will send only one report to each agency point of contact (POC) identified in the contracts, not a report for each contract from that agency. The report may contain information required by other agencies, so one report may satisfy the requirements of multiple agencies; and

(f) Specific government remedies if a contractor fails to report according to the agreed upon contractual language.

The specific requirements included in the contractual language will be based on Federal law, OMB policies, NIST standards and guidelines, and other applicable standards and policies. These policies and procedures should be developed according to the framework established in NIST SP 800-61, Revision 2. This approach to reporting will promote timely and meaningful information sharing that allows both the contractor and FERC to work closely together to investigate the incident, identify affected individuals, quickly respond to the incident, and take other appropriate actions as necessary.

To the maximum extent practicable, the Contractor will mitigate any harmful effects on individuals whose FERC information was accessed or disclosed in a security incident. In the event of a data breach with respect to any FERC sensitive information processed or maintained by the Contractor or subcontractor under the contract, the Contractor is responsible for damages to be paid to FERC.

Cloud Computing Federal Risk and Authorization Management Program (FedRAMP) Privacy Requirements: Contractor will be responsible for the following privacy and security safeguards:

(a) To the extent required to carry out the FedRAMP assessment and authorization process and FedRAMP continuous monitoring, to safeguard against threats and hazards to the security, integrity, and confidentiality of any non-public

Government data collected and stored by the Contractor, the Contractor will afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.

(b) 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 will immediately bring the situation to the attention of the other party.

(c) The contractor will also comply with any additional FedRAMP privacy requirements.

(d) The Government has the right to perform manual or automated audits, scans, reviews, or other inspections of the vendor’s IT environment being used to provide or facilitate services for the Government. In accordance with the Federal Acquisitions Regulations (FAR) clause 52.239-1, contractor will be responsible for the following privacy and security safeguards:

(1) The Contractor will 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 by the Government. Exception – Disclosure to a Consumer Agency for purposes of SA&A verification.

(2) 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 will afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases within 72 hours. The program of inspection will include, but is not limited to:

(i) Authenticated and unauthenticated operating system/network vulnerability scans

(ii) Authenticated and unauthenticated web application vulnerability scans

(iii) Authenticated and unauthenticated database application vulnerability scans

(iv) Automated scans can be performed by Government personnel, or agents acting on behalf of the Government, using Government operated equipment, and Government specified tools

(3) 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 will immediately bring the situation to the attention of the other party. If the vendor chooses to run its own automated scans or audits, results from these scans may, at the Government’s discretion, be accepted in lieu of Government performed vulnerability scans. In these cases, scanning tools and their configuration will be approved by the Government. In addition, the results of vendor-conducted scans will be provided, in full, to the Government.

Controlled Unclassified Information Storage: CUI, data, and/or equipment will only be disclosed to authorized personnel on a need-to-know basis. The contractor will ensure that appropriate administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, and/or equipment is properly protected. When no longer required, this information, data, and/or equipment will be returned to Government control, destroyed, or held until otherwise directed. Destruction of items will be accomplished by following NIST SP 800- 88, Revision 1, Guidelines for Media Sanitization. The disposition of all data will be at the written direction of the COR, this may include documents returned to Government control; destroyed; or held as specified until otherwise directed.

Items returned to the Government will be hand carried or sent by certified mail to the COR.

Protection of Information: The contractor will be responsible for properly protecting all information used, gathered, or developed as a result of work under this contract. The contractor will also protect all Government data, equipment, etc.

by treating the information as sensitive. All information about the systems gathered or created under this contract should be considered as CUI. It is anticipated that this information will be gathered, created, and stored within the primary work location. If contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. The use of any information that is subject to the Privacy Act will be utilized in full accordance with all rules of conduct as applicable to Privacy Act Information.

Contractors should follow the guidelines in NIST SP 800-171, Revision 2 and 800-53, Revision 5 for…