FERC-15-R-0001.pdf

Combined Synopsis/Solicitation for Environmental Review and Compliance for Natural Gas Facilities Seminars for the Federal Energy Regulatory Commission (FERC); RFP FERC- 15-R-0001.

This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation;

proposals are being requested and a written solicitation (SF1449) will not be issued.

The solicitation number is FERC-15-R-0001. The solicitation is issued as a request for proposal (RFP).

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-76, effective August 25, 2014.

The NAICS code for this procurement is 541620 and the small business size standard is $15M. This procurement is solicited on an unrestricted basis.

This procurement is a follow-on to an existing procurement FERC-09-A-0616 which expires on January 19, 2015. The incumbent contractor is Natural Resource Group; 80 South Eighth St. Minneapolis, MN 55402.

The list of contract line item numbers and items, quantities, and units of measure (including options) are provided in the attached solicitation document.

The objective of this solicitation is to acquire contractor support to facilitate Environmental Review and Compliance for Natural Gas Facilities Training Seminars. A more detailed description of requirements, dates and place of performance are provided 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. An addenda to 52.212- 1 is provided in the attached solicitation document.

The provision at 52.212-2 Evaluation–Commercial Items, applies to this acquisition. An addenda to 52.212-2 is provided in the attached solicitation document.

Offerors shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications– Commercial Items, with its offer. 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 proposal.

The clause 52.212-4 Contract Terms and Conditions–Commercial Items applies to this acquisition. An addenda to 52.212- 4 is provided in the attached solicitation document.

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.

Questions regarding this solicitation must be submitted in writing only to Ms. Na Lin via email at: Na.Lin@ferc.gov.

Questions must be submitted not later than 30 October, 2014 1:00PM ET. Responses to questions submitted, if/as appropriate, will be responded to via an amendment to the solicitation only.

Delivery of Offers: Proposals shall be submitted via mail courier not later than 2:00 PM (ET), November 17, 2014 to

888 First St. NE ATTN: Na Lin Suite 4J-04 Washington, DC 20426

No Hand-Carried Proposals will be accepted. Late proposals will be processed in accordance with FAR 52.212-1(f), “Late submissions, modifications, revisions, and withdrawals of offers”. Offerors are solely responsible for all costs related to proposal preparation and submission.

FERC-15-R-0001 Section B

B - 1

SECTION B - CONTINUATION BLOCK

B.1 Price/Cost Schedule

Item Information

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Contract Period: Base POP Begin: 12/08/2014 POP End: 12/07/2015 Guidance Manual for Environmental Report Preparation

1.00 LOT __________________ __________________

0002 Contract Period: Base POP Begin: 12-08-2014 POP End: 12-07-2015 E-Learning Course

1.00 LOT __________________ __________________

0003 Contract Period: Base POP Begin: 12/08/2014 POP End: 12/07/2015 3 Day Seminars

6.00 EA __________________ __________________

0004 Contract Period: Base POP Begin: 12/08/2014 POP End: 12/07/2015 Half Day (5 Hour) Specialized Session

6.00 EA __________________ __________________

0005 Contract Period: Base POP Begin: 12/08/2014 POP End: 12/07/2015 Venue Selection Support Services

IAW SOW paragraph 3.6.

6.00 EA __________________ __________________

0006 Contract Period: Base POP Begin: 12-08-2014 POP End: 12-07-2015 Travel - Other Direct Costs

IAW paragraph 3.9 of the

SOW.

$120,000.00 NTE (Not to Exceed)

1.00 EA __________________ __________________

1001 Contract Period: Option 1 POP Begin: 12-08-2015 POP End: 12-07-2016 Guidance Manual for Environmental Report

1.00 LOT __________________ __________________

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Preparation 1002 Contract Period: Option 1

POP Begin: 12-08-2015 POP End: 12-07-2016 E-Learning Course

1.00 LOT __________________ __________________

1003 Contract Period: Option 1 POP Begin: 12-08-2015 POP End: 12-07-2016 3 Day Seminars

6.00 EA __________________ __________________

1004 Contract Period: Option 1 POP Begin: 12-08-2015 POP End: 12-07-2016

1005 Contract Period: Option 1 POP Begin: 12-08-2015 POP End: 12-07-2016 Venue Selection Support Services

IAW SOW paragraph 3.6.

6.00 EA __________________ __________________

1006 Contract Period: Option 1 POP Begin: 12-08-2015 POP End: 12-07-2016 Travel - Other Direct Costs

IAW paragraph 3.9 of the

SOW.

$120,000.00 NTE (Not to Exceed)

1.00 EA __________________ __________________

2001 Contract Period: Option 2 POP Begin: 12-08-2016 POP End: 12-07-2017 Guidance Manual for Environmental Report Preparation

1.00 LOT __________________ __________________

2002 Contract Period: Option 2 POP Begin: 12-08-2016 POP End: 12-07-2017 E-Learning Course

1.00 LOT __________________ __________________

2003 Contract Period: Option 2 POP Begin: 12-08-2016 POP End: 12-07-2017 3 Day Seminars

6.00 EA __________________ __________________

2004 Contract Period: Option 2 POP Begin: 12-08-2016 POP End: 12-07-2017

2005 Contract Period: Option 2 POP Begin: 12-08-2016 POP End: 12-07-2017

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Venue Selection Support Services

IAW SOW paragraph 3.6.

2006 Contract Period: Option 2 POP Begin: 12-08-2016 POP End: 12-07-2017 Travel - Other Direct Costs

IAW paragraph 3.9 of the

SOW.

$120,000.00 NTE (Not to Exceed)

1.00 EA __________________ __________________

3001 Contract Period: Option 3 POP Begin: 12-08-2017 POP End: 12-07-2018 Guidance Manual for Environmental Report Preparation

1.00 LOT __________________ __________________

3002 Contract Period: Option 3 POP Begin: 12-08-2017 POP End: 12-07-2018 E-Learning Course

1.00 LOT __________________ __________________

3003 Contract Period: Option 3 POP Begin: 12-08-2017 POP End: 12-07-2018 3 Day Seminars

6.00 EA __________________ __________________

3004 Contract Period: Option 3 POP Begin: 12-08-2017 POP End: 12-07-2018

3005 Contract Period: Option 3 POP Begin: 12-08-2017 POP End: 12-07-2018 Venue Selection Support Services

IAW SOW paragraph 3.6.

6.00 EA __________________ __________________

3006 Contract Period: Option 3 POP Begin: 12-08-2017 POP End: 12-07-2018 Travel - Other Direct Costs

IAW paragraph 3.9 of the

SOW.

$120,000.00 NTE (Not to Exceed)

1.00 EA __________________ __________________

4001 Contract Period: Option 4 POP Begin: 12-08-2018 POP End: 12-07-2019 Guidance Manual for

1.00 LOT __________________ __________________

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Environmental Report Preparation

4002 Contract Period: Option 4 POP Begin: 12-08-2018 POP End: 12-07-2019 E-Learning Course

1.00 LOT __________________ __________________

4003 Contract Period: Option 4 POP Begin: 12-08-2018 POP End: 12-07-2019 3 Day Seminars

6.00 EA __________________ __________________

4004 Contract Period: Option 4 POP Begin: 12-08-2018 POP End: 12-07-2019

4005 Contract Period: Option 4 POP Begin: 12-08-2018 POP End: 12-07-2019 Venue Selection Support Services

IAW SOW paragraph 3.6.

6.00 EA __________________ __________________

4006 Contract Period: Option 4 POP Begin: 12-08-2018 POP End: 12-07-2019 Travel - Other Direct Costs

IAW paragraph 3.9 of the

SOW.

$120,000.00 NTE (Not to Exceed)

1.00 EA __________________ __________________

GRAND TOTAL __________________

B.2 Delivery Schedule

ITEM NUMBER QUANTITY DELIVERY DATE

0001 1.00

0002 1.00

0003 6.00

0004 6.00

0005 6.00

0006 1.00

1001 1.00

1002 1.00

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1003 6.00

1004 6.00

1005 6.00

1006 1.00

2001 1.00

2002 1.00

2003 6.00

2004 6.00

2005 6.00

2006 1.00

3001 1.00

3002 1.00

3003 6.00

3004 6.00

3005 6.00

3006 1.00

4001 1.00

4002 1.00

4003 6.00

4004 6.00

4005 6.00

4006 1.00

Environmental Review and Compliance for Natural Gas Facilities Seminars

STATEMENT OF WORK

1.0 Objective:

The purpose of this requirement is to obtain contracted services for the preparation and presentation of training seminars relating to the Federal Energy Regulatory Commission’s (FERC or Commission) natural gas environmental program.

2.0 Background:

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The FERC regulates the interstate transmission, storage, and sale of natural gas. If an applicant proposes to abandon, construct or operate interstate natural gas facilities, it must secure approval from FERC, in the form of a certificate of public convenience and necessity pursuant to Section 7 of the Natural Gas Act (NGA) for pipeline or storage facilities or an authorization to construct and site a new liquefied natural gas (LNG) import terminal pursuant to Section 3 of the NGA.

In order to gain FERC's approval to construct any interstate natural gas related facilities, companies must file an application. FERC will then complete an environmental analysis of that application in which the Commission will use staff’s findings to assist their determination on whether to approve or deny a certificate or authorization for the project.

If the Commission approves the project, the certificate or authorization may include certain conditions in which the applicant must comply with in order for FERC to authorize construction of the project.

Once the project is authorized, the applicant must adhere to certain construction-related conditions and land restoration processes of the affected environment. FERC has the responsibility of monitoring project construction and restoration to ensure that the pipeline/facilities are constructed/restored as authorized. FERC accomplishes this responsibility by conducting on-site inspections both during construction to monitor compliance with construction conditions and after construction to monitor restoration of the right-of-way.

3.0 Description of Services:

3.1. The contractor shall provide the necessary level of administrative, professional, and technical support required to facilitate 3 to 3.5-day Environmental Review and Compliance for Natural Gas Facilities Seminars in conjunction with FERC staff. The seminar’s objectives include educating representatives of the natural gas industry and other stakeholders about FERC’s environmental review process and providing an introduction to pipeline construction. The contractor shall provide those services, personnel, materials, and related equipment to perform the work delineated herein.

FERC expects the seminar to cover the same material as the most recent session, which took place on August 26-28, 2014 in Savannah, GA (See Attachment A). The contractor shall meet with FERC staff to determine what changes should be made to the format and content of the materials.

3.2 Environmental Review

The Environmental Review portion of the seminar is intended to educate the trainee about the FERC environmental review process, from the early planning stages of a natural gas project to FERC approval, including applicable FERC regulations, and the National Environmental Policy Act (NEPA) process. The seminar shall provide the information necessary to prepare the environmental report which is filed with applications for project construction and/or abandonment. The contractor shall provide an overview of all information necessary to meet the Commission's minimum filing requirements for environmental reports, as well as best practices to improve stakeholder outreach and optimize the review process. The contractor shall include interactive exercises to reinforce key concepts and topics. Topics covered in this section of the seminar include, but are not limited to the following:

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− Introduction to FERC

− FERC Jurisdiction and Regulations

− The Pre-filing Process

− Stakeholder Outreach

− Landowner Notification

− NEPA Scoping and Process Overview

− Resource Report Preparation

• General Project Description

• Water Use and Quality

• Fish, Vegetation, Wildlife, and Threatened and Endangered Species

• Cultural Resources

• Geological Resources

• Soils

• Land Use, Recreation, and Aesthetics

• Air Quality and Noise

• Reliability and Safety

• Socioeconomics

• PCB Contamination

• LNG Engineering and Design Material

• Alternatives

• Cumulative Impacts

− Post-Application

− Section 2.55 Projects

− Section 157 Blanket Certificate Projects

− Natural Gas Policy Act Section 311 Projects

3.3 Environmental Compliance

The Environmental Compliance portion of the seminar is intended to provide an introduction to pipeline construction for industry newcomers; a discussion of pre-construction preparation considerations; a review of baseline mitigation measures for pipeline construction and restoration detailed in the FERC’s Upland Erosion Control, Revegetation, and

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Maintenance Plan (Plan) and Wetland and Waterbody Construction and Mitigation Procedures (Procedures); construction best management practices; and resource protection measures. The contractor shall include interactive exercises to reinforce key concepts and topics. Topics covered in this section of the seminar include, but are not limited to:

− Environmental Compliance Management Programs

− Environmental Inspection

− Environmental Training

− Compliance Reports

− Third Party Compliance Programs

− Variance Process

− Preconstruction Planning

− Defining Project Work Areas and Access Roads

− Clearing and Grading

− Facility Installation

− Waterbody Crossings

− Wetland Construction

− Residential Construction

− Winter Construction

− Erosion Control and Resource Protection Measures

− Revegetation, Restoration, Monitoring, and Maintenance

− Post Construction Reporting

3.4 Five Hour Specialized Session

Upon request by the COR, the contractor shall provide the necessary level of administrative, professional, and technical support required to facilitate a half-day specialized session directly preceding or following the 3-day Environmental Review and Compliance for Natural Gas Facilities Seminars in conjunction with FERC staff. The seminar content will be based on attendees’ interest and issues affecting the natural gas industry at the time.

3.5 Seminars

The 3 to 3.5-day seminar covers the FERC’s environmental review and compliance process, current regulations, and environmental reporting requirements, as described in section 3.2 and 3.3 above.

3.6 Venue Selection Support

3.6.1 The Contractor shall identify three potential sites at each location determined by the Government, and include

B - 9 summary information on the following logistical items to the COR:

• Meeting dates, as proposed

• Room to accommodate the proposed number of trainees (generally160 people )

• Chevron seating (no interior pillars or other obstructions)

• Overhead projector

• Screen

• Audio equipment (e.g. wireless microphones and speaker system)

• Speaker’s table for participants (4 to 5 persons each)

• Extension cords

• Flip chart

• Registration tables (2) outside of room

• Two tables for presentation materials in the back

• Charge for mailing 20 average-sized boxes to the venue

3.6.2 The Government will select one site amongst the three potential sites presented by the Contractor.

3.7 Guidance Manual for Environmental Report Preparation

The contractor shall review all related materials and updates to the Guidance Manual for Environmental Report Preparation (Guidance Manual, Attachment B) produced since 2002 and incorporate them into the document. The contractor shall edit the entire document for technical accuracy, statutory applicability, consistency, as well as orthographical and grammatical errors. The contractor shall update this document regularly at the request of the Contracting Officer’s Representative (COR).

3.8 E-learning Course

The contractor shall produce interactive online training materials that combine text, graphics, animation, audio, and video. The e-learning module shall cover all of the content covered by the traditional seminar and will take between 16 and 24 hours to complete for an average learner.

3.9 Contractor Travel (Other Direct Cost)

Contractor will be required to travel CONUS during the performance of this contract to attend meetings, conferences, and training. The contractor may be required to travel to off-site training locations and to ship training aids to these locations in support of this SOW. Contractor will be authorized travel expenses consistent with the substantive provisions of the Federal Travel Regulation (FTR) and the limitation of funds specified in each Task Order.

4.0 Deliverables Schedule:

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Deliverables: A deliverable is defined as any document/report that is required to be generated during the period of performance of the contract as outlined in the SOW. The contractor shall submit deliverables through the COR for review and approval. The COR will respond to the deliverables submitted with a formal approval or non-approval. Deliverables shall be submitted via email. In the event that a document exceeds the email capacity of either party, the contractor shall setup a secure file transfer site for transfer of large documents. All deliverables are the property of the FERC and the information contained in the reports is considered proprietary.

4.0.1 Guidance Manual: The contractor will have 90 days to complete original and consequent reviews and edits to the Guidance Manual.

4.0.2 Prepare a master training manual and presentation package to be used as the master manual for all of the sessions.

A copy of the manual used in the 2014 seminars is attached for your reference. Slides used at the 2014 sessions will be provided to the selected contractor, as needed (Keep in mind that this is a sample; we encourage creativity, without undue expense, in preparing and presenting these seminars as long as the material included in the attached sample is thoroughly covered). The master training manual shall include at a minimum: introductory materials for all presenters (FERC and contractor staff), copies of the training PowerPoint slides, a CD of applicable reference documents, booklet copies of the FERC’s Plan and Procedures; interactive exercises to be used periodically throughout the presentation; and other materials at the request of the COR. The presentation materials will be updated for each session based on attendee comments, and updates to FERC’s regulations, policies, or procedures. PowerPoint Slides, videos, pictures, and exercises used during the presentation will be periodically refreshed at the request of the COR.

4.0.3 Prepare name tents and name tags for all confirmed attendees and up to 20 individuals on the waiting list based on a finalized registration list supplied by the COR.

4.0.4. Prepare and maintain a database of attendee registrations. Specific information required for registration will be determined by the COR, but normally includes names of the registrants, their titles, company affiliation, mailing address, phone number, e-mail, and whether each registrant has attended a previous session.

4.0.5. Maintain seminar registration website and announcement distribution list. Send the COR an updated distribution list on a quarterly basis. At the direction of the COR, the registration website shall allow registrants the option to select either the Environmental Review session or the Environmental Compliance session, or to attend both sessions.

4.0.6. Coordinate all registration activities electronically and on-site. Contractor will send two e-mails to individuals on the distribution list prior to registration going live. Specific dates of the e-mail will be determined by the COR. Contractor will send automated confirmation emails to registered attendees and will send separate e-mails to individuals placed on the waiting list up to 100 individuals within 48 hours of their registration. All consequent questions, cancellations, and substitutions of attendees will not be responsibility of the contractor. The contactor will send a daily email with an updated registration list to the COR or their designee until authorized to close registration by the COR. The contractor will coordinate delivery of all presentation materials and manuals to the seminar site, verify the room set up, sign in all registrants, and distribute attendee materials.

4.0.7. Provide evaluation forms and summarize the results of attendee evaluations. Suggest meaningful ways to improve the program based on attendee feedback.

4.0.8. Make duplicates of training materials/binders for each registered participant, and individual presenter binders for each presenter. Provide 5 extra copies of the participant binders to the COR.

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4.0.9. Provide training certificates for all attendees.

4.0.10 Facilitate all presentations and exercises throughout the seminar, track timing, adjust presentations and breaks accordingly, and record all questions.

4.0.11 E-learning course: The contractor will have 6 months to complete original and subsequent reviews and edits to the e-learning course.

5.0 Schedule of Performance:

Unless otherwise indicated, the task described in this SOW will be accomplished by the contractor, with review and approval by Commission staff, according to the following schedule:

Deliverable

Time to Complete

Review and edit the Guidance Manual 90 days

Venue options 30 days

Draft copy of the updated participant and presenter manual 30 days

Updated Distribution list Every 90 days

Registration list Daily during open registration

Registration & waitlist emails Within 48 hours

Verify appropriate room set up and coordinate necessary adjustments with venue staff

Day before the seminar

Registration check in for all attendees Day of the seminar

Copy of the training manual for each participant on the first day of each session with five extra copies for the COR

Day of the seminar

Registration documentation, database and associated reports; any other documentation associated with preparing for or presenting these training courses, as previously requested by the COR; facility preparation and cleanup for each training session, when not otherwise handled by the training facility.

Day of the seminar

Attendee lists Day of the seminar

Evaluation forms and training certificates Day of the seminar

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Name tags and place cards for each participant, speaker, and any attending FERC staff.

Day of the seminar

Closeout report following completion of each seminar which includes a participant feedback summary (ratings and comments);; planned vs.

actual times for the presentations; copy of the sign in list; summary of verbal comments, questions and suggestions received at the sessions;

lessons learned and recommendations of how to handle future activities.

14 days after the seminar

Closeout conference to discuss slide updates and preparations for the next seminar.

30 days after the seminar

Produce an e-learning alternative to the traditional seminar 6 months after assignment of the task

6.0 General Information:

The contractor shall furnish all labor, materials, equipment, facilities, software, transportation, and incidentals necessary to perform in accordance with this SOW, and associated terms and conditions. The contractor shall communicate with the FERC COR to ensure all project related tasks are performed in a timely manner.

7.0 Contract Type:

The Government anticipates award of a single Indefinite Delivery, Indefinite Quantity (IDIQ) contract with Firm Fixed Price Task Orders with a cost-reimbursable line item for travel.

8.0 Period of Performance:

The ordering period shall be for a base of 12 months plus four (4) 12 months option periods as follows:

Base Ordering Period: 12/08/14 through 12/07/15

Option Ordering Period 1: 12/08/15 through 12/07/16

Option Ordering Period 2: 12/08/16 through 12/07/17

Option Ordering Period 3: 12/08/17 through 12/07/18

Option Ordering Period 4: 12/08/18 through 12/07/19

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9.0 Place of Performance:

The majority of the work to be performed under this contract will be performed at the contractor’s facility. Seminars will take place in various cities throughout the continental United States and will be determined by each Task Order.

10.0 Organizational Conflict of Interest:

The contractor shall prepare and submit one hard copy and one electronic copy of a No Conflict of Interest Statement as required by Part 40 of the Code of Federal Regulations, Section 1506.5(c) at time of proposal (Attachment C). In the alternative, if the contractor decides that the appearance of a conflict of interest is possible or that a conflict exists, the contractor shall submit a full disclosure statement, describing the circumstances or conditions that create the conflict and any mitigating measures the contractor intends to implement to resolve the conflict or the appearance of a conflict. If no mitigation will suffice, the contractor will not be assigned to that particular task. The contractor shall also assure that any proposed subcontractor performing work shall also submit the appropriate conflict of interest statements to FERC. If any changes arise in the selected contractor’s OCI status, the contractor must notify FERC immediately.

11.0 Quality Assurance/Control.

The contractor shall ensure that training manuals provided to participants at the training sessions are complete.

All final documents will be reviewed and edited by the contractor to ensure that the document is both technically and grammatically correct. The final documents will be organized in a logical manner.

The contractor shall only submit deliverables that conform to the requirements of this SOW. The government reserves the right to inspect all deliverables that have been tendered for acceptance. The government may require correction of nonconforming deliverables at no increase in price. If correction is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of the nonconforming deliverables.

12.0 Communication Protocol.

The contractor, as needed, shall make arrangements to meet with the COR to obtain additional direction and clarification on technical requirements. Regular interaction between the contractor and COR is expected to ensure that both parties are informed of ongoing developments.

13.0 Key Personnel

Key Personnel are considered to be essential to the work being performed and includes, but is not limited to, a seminar facilitator, all seminar presenters and a project manager. The project manager shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the contractor when the manager is absent shall be designated in writing to the contracting officer. Prior to diverting any of the Key Personnel, the Contractor shall notify the Contracting Officer reasonably in advance (not less than 30 days prior to the diversion or substitution of Key Personnel) and shall submit a written justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the task activities including a description of mitigating measures, if any. Individuals submitted as key personnel changes will be approved at the sole discretion of the Contracting Officer, with concurrence of the COR.

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Qualifications for all key personnel are as follows:

Seminar Facilitator and Seminar Presenters: Resumes shall demonstrate relevant educational background (i.e engineering, biology, cultural resources, archaeology, hydrology, etc.) and training in FERC’s Environmental review and Compliance for Natural Gas Facilities Seminars (or equivalent training). Additionally, resumes shall address the individual's experience with:

• Oral presentations to large audiences;

• FERC's environmental process and regulations for natural gas projects;

• Preparation of environmental resources reports for FERC certificate applications;

• FERC’s current Plan and Procedures;

• Compliance inspections of FERC-regulated natural gas projects;

• Instructional design and training.

Project Manager: Resume shall demonstrate project management experience with basic understanding of the natural gas industry.

Project Manager: The contractor shall have one project manager, and an alternate contact who shall respond within 36 hours to all inquiries from the COR.

Seminar Facilitator: The contractor shall have a seminar facilitator to oversee logistics at the seminars.

Course Instructors: The contractor shall have at least four course instructors to deliver each seminar.

14.0 Kick-off meeting: A one-day kickoff meeting will be held with the Contractor at the FERC Headquarters Office in Washington, DC or via teleconference. Arrangements for this meeting shall be coordinated with the COR within 30 days of the award. The Contractor shall prepare notes of this meeting, highlighting all agreements made with FERC staff on any technical decisions made during the meeting. The kick-off meeting shall be at no cost to the Government.

15.0 Administrative Reporting:

Invoices: Invoices for seminars are due 60 days after the commencement of the seminar. Invoices for editorial work are due 60 days after COR’s acceptance of the completed product. All travel expenses must be submitted in Microsoft Excel with each traveler and expense category outlined separately. All receipts must be submitted in PDF format.

16.0 Data Ownership

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All data produced is and shall remain the exclusive property of the Government. The contractor shall ensure that the government retains all rights to: access, export, download, transfer, and any other required data manipulations and transactions of all data for any purpose the Government deems necessary, including but not limited to: investigation, transfer, or migration to other cloud platforms. The contractor shall provide notice immediately of any third-party request for the data and the request cannot be serviced without COR’s prior approval.

FERC-15-R-0001 Section C

C - 1

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY

2014)

(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 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;

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(ii) Invoice date and number;

(iii) Contract number, contract 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.

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(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 contract 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;

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(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 32.608-2 of the Federal Acquisition Regulation 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; 41

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U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that

C - 6 indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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.

ADDENDUM to FAR 52.212-4 Contract Terms and Conditions—Commercial Items 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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from December 8, 2014 through the end of the effective period.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail.

Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

https://www.acquisition.gov/

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(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $4.4 million;

(2) Any order for a combination of items in excess of $4.4 million; or

(3) A series of orders from the same…