SB1341-09-RP-0070.doc

Supplies or Services and Prices/Costs

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

SOLICITATION

9.

Sealed offers in original and 6 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in Building 301 Room B125 until 12:00 PM (hour) local time Jul 20, 2009 (date).

CAUTION – LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

11. TABLE OF CONTENTS

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12.

In compliance with the above, the undersigned agrees, if this offer is accepted within _______________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the data for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13.

Discount for Prompt Payment

(See Section I, Clause No. 52.232-8)

14.

Acknowledgment of Amendments

The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated.

15A.

Name

Code

Facility

16.

Name and Title of Person Authorized to Sign Offer (Type or print) and

Address of

Offeror

15B.

Telephone No. (Include area code)

AWARD (To be completed by Government)

Submit Invoices to Address Shown in Item

10 U.S.C. 2304 (c)( )

41 U.S.C. 253 (c)( )

(4 copies unless otherwise specified)

IMPORTANT – Award will be made on this form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA – FAR (48 CFR) 52.214 (c)

NTE

NTE

The Contractor shall provide services to accelerate Smart Grid interoperability standards and harmonization in accordance with the Statement of Work, including travel costs and other direct costs.

Regarding Travel Costs and Other Direct Costs: The Contractor may add any applicable indirect cost burden to travel costs or other direct costs, but may not add profit to those costs.

Travel costs will be reimbursed in accordance with FAR Subpart 31.205-46, Travel costs. The Contractor shall submit a copy of each receipt for an individual travel cost or other direct cost that exceeds $75.00 with their invoice for those costs.

NTE

NTE

The Contractor shall provide services to accelerate Smart Grid interoperability standards and harmonization in accordance with the Statement of Work, including travel costs and other direct costs.

Regarding Travel Costs and Other Direct Costs: The Contractor may add any applicable indirect cost burden to travel costs or other direct costs, but may not add profit to those costs.

Travel costs will be reimbursed in accordance with FAR Subpart 31.205-46, Travel costs. The Contractor shall submit a copy of each receipt for an individual travel cost or other direct cost that exceeds $75.00 with their invoice for those costs.

NTE

NTE

The Contractor shall provide services to accelerate Smart Grid interoperability standards and harmonization in accordance with the Statement of Work, including travel costs and other direct costs.

Regarding Travel Costs and Other Direct Costs: The Contractor may add any applicable indirect cost burden to travel costs or other direct costs, but may not add profit to those costs.

Travel costs will be reimbursed in accordance with FAR Subpart 31.205-46, Travel costs. The Contractor shall submit a copy of each receipt for an individual travel cost or other direct cost that exceeds $75.00 with their invoice for those costs.

5SECTION B -

B.1 1352.216-70 CONTRACT TYPE (MAR 2000)

B.2 1352.216-73 CEILING PRICE (MAR 2000)

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 1352.211-70 STATEMENT OF WORK/SPECIFICATIONS (MAR 2000)

C.2 STATEMENT OF WORK

SECTION E - INSPECTION AND ACCEPTANCE

E.1 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 1352.215-70 PERIOD OF PERFORMANCE (MAR 2000)

F.2 52.242-15 STOP-WORK ORDER (AUG 1989)

F.3 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (MAR 2000)

G.2 1352.201-71 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (FEB 2005)

G.3 NIST LOCAL_04 BILLING INSTRUCTIONS

G.4 NIST LOCAL_36 TRAVEL NOTE

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 1352.208-70 PRINTING (MAR 2000)

H.2 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MAR 2000)

H.3 1352.209-73 COMPLIANCE WITH THE LAWS (MAR 2000)

H.4 1352.231-70 DUPLICATION OF EFFORT (MAR 2000)

H.5 1352.233-70 HARMLESS FROM LIABILITY (MAR 2000)

H.6 1352.237-73 KEY PERSONNEL (MAR 2000)

H.7 1352.252-70 REGULATORY NOTICE (MAR 2000)

SECTION I - CONTRACT CLAUSES

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.2 52.202-1 DEFINITIONS (JUL 2004)

I.3 52.203-3 GRATUITIES (APR 1984)

I.4 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

I.5 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

I.6 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)

I.7 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) I.8 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) I.9 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007)

I.10 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

I.11 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.12 52.222-3 CONVICT LABOR (JUN 2003)

I.13 52.222-19 CHILD LABOR--COOPERATION WITH AUTHORITIES AND REMEDIES (FEB 2008)

I.14 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

I.15 52.222-26 EQUAL OPPORTUNITY (MAR 2007)

I.16 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS. [SEP 2006]

I.17 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

I.18 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006)

I.19 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I.20 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

I.21 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

I.22 52.227-1 I AUTHORIZATION AND CONSENT (DEC 2007)--ALTERNATE I (APR 1984)

I.23 52.233-1 DISPUTES (JUL 2002)

I.24 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.25 52.242-13 BANKRUPTCY (JUL 1995)

I.26 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I.27 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.28 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (MAR 2009)

I.29 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

I.30 52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

I.31 52.204-11 AMERICAN RECOVERY AND REINVESTMENT ACT REPORTING REQUIREMENTS (MAR 2009) I.32 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006)

I.33 52.215-2 I AUDIT AND RECORDS--NEGOTIATION (MAR 2009)--ALTERNATE I

I.34 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I.35 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

I.36 52.216-29 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- NON-COMMERCIAL ITEM ACQUISITION WITH ADEQUATE PRICE COMPETITION (FEB 2007)

I.37 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.38 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)

I.39 52.219-9 II SMALL BUSINESS SUBCONTRACTING PLAN (APR 2008)--ALTERNATE II (OCT 2001)

I.40 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

I.41 52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987)

I.42 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

I.43 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

I.44 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (FEB 2007)

I.45 52.232-17 INTEREST (OCT 2008)

I.46 RESERVED

I.47 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

I.48 52.232-25 PROMPT PAYMENT (OCT 2008)

I.49 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL CONTRACTOR REGISTRATION (OCT 2003)

I.50 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I.51 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

I.52 52.244-2 SUBCONTRACTS (JUN 2007)

I.53 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

I.54 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR 2009)

I.55 52.249-6 IV TERMINATION (COST-REIMBURSEMENT) (MAY 2004)--ALTERNATE IV (SEP 1996)

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (FEB 2009)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

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

L.2 52.215-1 INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2004)

L.3 1352.215-73 INQUIRIES (MAR 2000)

L.4 PREPROPOSAL CONFERENCE

L.5 PROPOSAL INSTRUCTIONS

L.6 52.233-2 SERVICE OF PROTEST (SEP 2006)

L.7 1352.233-71 SERVICE OF PROTESTS (MAR 2000)

SECTION M - EVALUATION FACTORS FOR AWARD

M.1 EVALUATION OF PROPOSALS

M.2 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

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TC "B.1 1352.216-70 CONTRACT TYPE (MAR 2000)" \f C \l "2"

B.1 1352.216-70 CONTRACT TYPE (MAR 2000)

This is a time-and-materials type contract for services. It consists of a base period from date of award to end of sixth month after date of award, a six-month option and a twelve-month option.

(End of clause)

TC "B.2 1352.216-73 CEILING PRICE (MAR 2000)" \f C \l "2"

B.2 1352.216-73 CEILING PRICE (MAR 2000)

The ceiling price of this contract is to be specified at time of contract award. The Contractor shall not make expenditures nor incur obligations in the performance of this contract which exceed the ceiling price specified herein, except at the Contractor's own risk.

(End of clause)

TC "SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT" \f C \l "1"

TC "C.1 1352.211-70 STATEMENT OF WORK/SPECIFICATIONS (MAR 2000)" \f C \l "2"

C.1 1352.211-70 STATEMENT OF WORK/SPECIFICATIONS (MAR 2000)

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified) to perform the following the Statement of Work.

(End of clause)

TC "C.2 STATEMENT OF WORK P:\AMG\jwiddup\SB1341-09-RP-0070 SOW.doc" \f C \l "2"

C.2 STATEMENT OF WORK

C.2.1 Background and Scope:

Under Title XIII, Section 1305 of the Energy Independence and Security Act (EISA) of 2007, the U. S. Department of Commerce, National Institute of Standards and Technology (NIST) has “primary responsibility to coordinate development of a framework that includes protocols and model standards for information management to achieve interoperability of smart grid devices and systems…” The American Recovery and Reinvestment Act provided additional funding through the Department of Energy to implement Section 1305 of EISA. NIST intends to use a portion of these funds to accelerate the development of the interoperability framework and model standards. This contract represents a portion of that effort.

The Contractor shall support NIST in fulfilling its responsibility to coordinate the development and harmonization of standards to enable widespread deployment of an interoperable and secure Smart Grid (SG).

The Contractor shall engage all relevant SG stakeholders to ensure an objective, open, and consensus-driven process and credible results. The process shall address SG stakeholder-specific issues as well as cross-cutting issues such as cyber-security and communications. The SG stakeholder types that shall be represented include but are not limited to:

· Standard development organizations (SDOs)

· Electric utility companies

· Consumers (industrial, commercial, and residential)

· IT developers and integrators

· Equipment manufacturers and vendors

· Transmission operators, including Independent System Operators (ISOs) and Regional Transmission Organizations (RTOs)

· Electricity market operators

· Professional societies, users groups, and industry consortia

· Electric transportation industry stakeholders

· Independent power producers

· State and local regulators

· Research and development organizations and academia

The Contractor shall seek balanced representation from all relevant SG stakeholders.

C.2.2 PROGRESS MEETINGS AND REPORTS

The Contractor shall submit monthly written progress reports to the Contracting Officer’s Technical Representative (COTR) and to the Contracting Officer via electronic mail. The progress reports shall describe the status of each of the requirements described in Section C.2.3 below, include significant accomplishments during the month, any problems encountered, corrective actions taken and outcomes, and work planned during the next reporting period.

The Contractor shall submit its monthly written progress report by 12:00 noon Eastern Time on the first Friday of each month. As required by the Government, the Contractor shall participate in teleconferences or meetings regarding contract progress.

The Contractor will be required to maintain a Project Plan over the life of the contract to show projects being worked, resources allocated, and required completion dates; this project plan will be required to be accessible to the COTR at all times. The project plan will facilitate communication, will enable the Government and the Contractor to remain focused on schedule, cost and performance matters; and will mitigate risk.

C.2.3 REQUIREMENTS AND DELIVERABLES

The Contractor shall provide all deliverables and other project-related products, reports, and all related documents, as an electronic file via e-mail in both Microsoft Word 2007 (or later) and Adobe Acrobat version 9 (or later) .pdf format, to the COTR.

Note: Appropriated funds may not be used to purchase food or beverages for non-Federal attendees at agency-sponsored conferences. Accordingly, the contractor shall not use NIST funds to pay for food or beverages under this contract.

The most recent versions of the Smart Grid (SG) Interoperability Standards Roadmap, the NIST Identified Smart Grid Standards referred to in Section C.2.3, and the Smart Grid Interoperability Knowledge Base Vision Statement referred to in Requirement 9 shall be found at on the NIST Smart Grid Interim Roadmap Collaboration Web wiki site at http://collaborate.nist.gov/twiki-sggrid/bin/view/_SmartGridInterimRoadmap/WebHome.

BASE PERIOD

The base period contract requirements are divided into six (6) parts.

Part I Start of Work

a. Requirement 1a: The Contractor shall provide a Comprehensive Work Plan. The Work Plan shall provide a written description of the proposed process and strategy for performing and fulfilling the requirements and deliverables of the contract. The Work Plan shall describe project activities, task prioritization, resource requirements, including person hours by task; interim milestones to achieve deliverables; interdependencies and intersections with other activities and risk mitigation strategies.

Requirement 1b: The Contractor shall attend a Start-of-Work Meeting at NIST in Gaithersburg, MD within 1 week of the effective date of the contract. At this meeting, the contractor shall be prepared to present and discuss its Comprehensive Work Plan.

Deliverable 1: If directed by the COTR, the Contractor shall provide a revised Comprehensive Work Plan within 5 work days of the Start-of-Work Meeting.

Part II Establishment and operation of the SGP

b. Requirement 2a: The Contractor shall establish and facilitate a Smart Grid Interoperability Standards Panel (SGP) that (1) evaluates use cases, (2) determines the requirements for these use cases, and (3) provides a framework for the coordination of standards acceleration and harmonization among standards. The Contractor shall use as a starting point the most recent version of the SG Interoperability Standards Roadmap and the most recent version of the NIST Identified Smart Grid Standards.

c. Requirement 2b: The Contractor shall establish the SGP Governance Board (Governance Board). The Governance Board shall serve to guide and advise the SGP and gives final approval for recommendations from the SGP to the Contractor.

Deliverable 2a: Within 1 week of the Start-of-Work Meeting, the Contractor shall provide the SGP Development Plan and SGP and Governance Board charters. The charters shall include: (1) charge, (2) scope, (3) bylaws, (4) general operating procedures and structures, and (5) a provision for allowing each defined stakeholder group (as described in C.2.1) to elect two representatives to the Governance Board. The SGP Development Plan shall include: (1) a membership development plan with strategy addressing the need for balanced representation among stakeholders, (2) a list of relevant Smart Grid stakeholders, and (3) an implementation schedule.

Deliverable 2b: Within 3 days of receipt of COTR’s comments on Deliverable 2a, the Contractor shall provide a revised SGP development plan that addresses those comments.

Deliverable 2c: The Contractor shall present electronic copy of final SGP Development Plan to SG stakeholders by August 25, 2009.

d. Requirement 3: (1) The Contractor shall organize and facilitate the First SGP Meeting co-located with Grid Interop 2009 (Grid Interop 2009 will be held in Atlanta, GA, with the SGP meeting to be held on November 17, 2009). Invited attendees shall include the SG stakeholders but shall also be open and advertised to the general public. (2) The Contractor shall arrange logistical operations for the First SGP Meeting, including but not limited to: (a) Meeting facilities; (b) necessary audio/visual equipment and wireless Internet access; (c) publicity for Meetings; and (d) handouts for the Meetings. (3) The agenda at that meeting shall include the following logistical matters: (a) the acceptance of the charge, scope, bylaws, and general operating procedures for both the SGP and the Governance Board; (b) Election of officers for the SGP and members of the Governance Board; (c) establishment of working groups within the SGP and distribution of agreed-upon work assignments, e.g., which working group is responsible for what Smart Grid environments and interfaces; agreement on liaisons to SDO committees and stakeholder communications; and a plan for addressing the roadmap.

Deliverable 3: The Contractor shall provide an electronic report for the first SGP Meeting to the COTR within 5 workdays of the first SGP Meeting. This report shall include but not be limited to: (1) final agenda and related events (2) the final approved charge, scope, bylaws, and operating procedures, (3) a list of elected SGP officers and elected Governance Board members, (4) a list of attendees and their affiliations, and (5) a discussion, based on the Contractor’s technical expertise, of outcomes and unresolved issues.

e. Requirement 4: The Contractor shall organize and facilitate the remainder of SGP meetings throughout the period of performance. These meetings shall be co-located at other SG-related venues, when appropriate. These meetings shall be held to achieve the goals of the SGP as described in Requirement 2. For all SGP Meetings, Invited attendees shall include the current SGP members and SG stakeholders but shall also be open and advertised to the general public. In addition, the Contractor shall arrange logistical operations for all SGP Meetings, including but not limited to: (a) Meeting facilities; (b) Meeting minutes; (c) necessary audio/visual equipment and wireless Internet access; (d) publicity for Meetings; and (e) handouts for the Meetings. The SGP shall meet monthly.

Deliverable 4: The Contractor shall provide report on each SGP Meeting to the COTR within 5 workdays of each SGP Meeting. This report shall include at a minimum: (1) a final agenda and related events, (2) a list of attendees and their affiliations, and (3) a discussion, based on the Contractor’s technical expertise, of outcomes and unresolved issues.

f. Requirement 5: (1) The Contractor shall organize and facilitate the Governance Board Meetings throughout the period of performance. For all Governance Board Meetings, the invited attendees shall include current members of the Governance Board and other SG stakeholders, but shall also be open and advertised to the general public. (2) The Contractor shall arrange logistical operations for all Governance Board Meetings, including but not limited to: (a) Meeting facilities; (b) Meeting minutes; (c) necessary audio/visual equipment and wireless Internet access; (d) publicity for Meetings; and (e) handouts for the Meetings. The Governance Board shall meet monthly.

g. Deliverable 5: The Contractor shall provide an electronic report on each Governance Board Meeting to the COTR within 5 workdays of each SGP Meeting. This report shall include at a minimum: (1) final agenda and related events; (2) a list of attendees and their affiliations; and (3) a discussion, based on the Contractor’s technical expertise, of outcomes and unresolved issues.

Part III Support of the DEWG’s and CTG’s

h. Requirement 6. The Contractor shall develop an Integration Plan for integrating the NIST Domain Expert Working Groups (DEWG’s) and Coordination Task Groups (CTG’s) into SPG Working Groups (SPG WG’s) and SG CTG’s. After approval from the Governance Board and review by the COTR, the Contractor shall implement the plan.

Deliverable 6: The Contractor shall provide the Integration Plan to the COTR by August 25, 2009.

i. Requirement 7: The Contractor shall provide and implement a plan for organizing and supporting the WG’s and CTG’s that includes the facilitation and coordination of WG and CTG meetings, email correspondence, meeting minutes, preparation of documents, maintenance of registration lists, upkeep of the SGP wiki collaboration website and tools, coordination among WG’s and CTG’s, and other support activities. T he WG and CTG meetings shall meet via teleconferences as deemed necessary by WG and CTG chairs. The WG’s and CTG’s shall hold one face-to-face meeting every six months. These face-to-face meetings shall be co-located with an organized SG/interoperability conference or meeting. The first meeting shall be held no later than December 15, 2009.

j. Requirement 8: The Contractor shall develop and maintain a public website for all SGP related activity, including WG/CTG outputs as completed. The Contractor may use a NIST external wiki site for this purpose.

Part IV Interoperability Knowledge Base

k. Requirement 9: The Contractor shall implement, maintain and update the publicly accessible Interoperability Knowledge Base (IKB) that is the repository of the use case narratives, standards, SDO information, and other information to support long-range standards gap analysis and standards development. The Contractor shall use the IKB Vision Statement as a guide to implementation. This Statement is found on the NIST Smart Grid Interim Roadmap Collaboration Web wiki site.

Part V Roadmap Revisions

l. Requirement 10: (1) At least every three months, the Contractor, based on its technical expertise, shall revise the SG Interoperability Standards Roadmap with guidance and input from the SGP, the SPG WG’s and the SG CTG’s. The Contractor shall use the most recent version of the SG Interoperability Standards Roadmap and the most recent version of the NIST Identified Smart Grid Standards. Each revision shall be a document that:

A. identifies and thoroughly describes all of the standards that meet the requirements for implementing the SG in a timely manner;

B. describes the issues and priorities for interoperability standards development and harmonization, with an action plan with timeline that addresses these issues;

C. identifies and thoroughly describes of the gaps in the current standards landscape to meet relevant use cases, including missing standards, non-interoperable standards, and incomplete or inadequate standards;

D. provides a thorough description of all duplications, overlap, or competition among standards for the relevant Smart Grid use cases;

E. identifies and thoroughly describes the appropriate standards development organizations (SDOs) or other organizations that can address the standards gaps; and

F. develops a timetable for addressing the identified standards gaps.

Each revision shall extend the plan for addressing standards gaps and harmonization while capturing progress to date. Each Roadmap revision shall be developed and labeled in a sequential format (e.g., Smart Grid Interoperability Roadmap version 1.0).

Deliverable 10: The Contractor shall provide a revised SG Interoperability Standards Roadmap to the COTR on a regular basis; the frequency of the revisions shall depend on the amount of updated material that warrants a revision, as determined necessary by the COTR, but no less than every three months.

Part VI Standards Acceleration and Conformity Assessment

m. Requirement 11: The Contractor shall set up the framework for conformity assessment that will ensure that that the relevant SG standards and requirements are being met The Contractor shall identify areas where conformity assessment activities can facilitate the implementation of the SG. Included shall be a framework and process to determine which standards for the SG will be required to be tested and how they will be tested. The Contractor shall demonstrate consideration of how the conformance testing will fit into an overall certification program to ensure product and system interoperability for smart grid products/systems.

Deliverable 11: The Contractor, based on its technical expertise, shall develop a report outlining the conformity assessment requirements that reflect the needs of federal, state, and local governments, utilities, and other relevant SG stakeholders. The report shall include, at a minimum, a framework/process to:

(1) Provide and overall communication plan related to the SG Conformance/Certification Program;

(2) Define what organization(s) and structure will define SG standards required to go through conformance testing, and include the Contractor’s recommendations and the basis for those Contractor recommendations;

(3) Define how the approved SG standards will be selected for conformance testing, including draft recommendations to be brought into an open forum structure for consideration with justifications;

(4) Provide recommendations pertaining to consideration for the overall certification framework structure, definition and process for which the conformance testing will be a sub-set. Also, provide recommendations pertaining to the consideration of (i) fee based system to ensure self funding for the organization(s) overseeing certification and conformance testing and (b) risk vs. cost and timing to complete certification.

(5) Define structure for the organization(s) which will write test purposes and test cases;

(6) Determine who writes test scripts;

(7) Select labs and how conformance testing will be performed, including lab requirements (considerations to be given to protocol conformance testing and inter-op testing and open market system for labs);

(8) Suggest how test labs would be compensated.

The Contractor shall provide this deliverable to the COTR no later than December 17, 2009.

n. Requirement 12: The Contractor shall develop, test, and evaluate implementation guidelines for the standards identified by the most recent SG Interoperability Standards Roadmap, including applicability criteria and adherence tests. The Contractor shall provide a thorough description of issues involved in implementing each selected standard, how to select the standard that applies to a given scenario, and how to verify correct implementation and use of the standards.

o. Requirement 13: The Contractor shall facilitate the acceleration of SG standards development and harmonization as identified by the SG Roadmap, through the following tasks: (1) hosting standards committees/working groups meetings; (2) serving on standards committees/working groups as SGP liaisons; (3) developing reference implementations of standards for validation of standards; and (4) developing conformance and interoperability testing tools.

p. Requirement 14: The Contractor shall develop a business plan for a self-sustaining standards harmonization process, including cost/revenue projections over a 6-year period. As part of the business plan, the Contractor shall include the appropriate organizational and operational constructs that underpin a sustainable business model.

Deliverable 14: The Contractor shall provide the Business Plan to the COTR no later than December 17, 2009.

q. Requirement 15: The Contractor shall develop and implement an action plan to address SG interoperability issues that arise during the term of the contract.

Deliverable 15: The Contractor shall provide a proposed action plan, including proposed deliverables, to the COTR for approval within 5 working days after notifying the COTR that an issue has arisen.

OPTION PERIOD 1

If the Government, at its unilateral discretion, exercises Option Period II, the Contractor shall continue to perform the services described and in provide the deliverables associated with Requirements 4, 5, 7-10, and 11-15 above.

OPTION PERIOD 2

If the Government, at its unilateral discretion, exercises Option Period II, the Contractor shall continue to perform the services described and in provide the deliverables associated with Requirements 4, 5, 7-10, and 11-15 above.

TC "SECTION E - INSPECTION AND ACCEPTANCE" \f C \l "1"

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E.1 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

(a) "Definitions." As used in this clause--

"Contractor's managerial personnel" means any of the Contractor's directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor's business;

(2) All or substantially all of the Contractor's operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with the performance of this contract.

"Materials" includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(f) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (h) of this clause, the cost of replacement or correction shall be determined under the Payments Under Time-and-Materials and Labor-Hour Contracts clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)

(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(i) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(ii) Terminate this contract for default.

(2) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) of this clause, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(1) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(2) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(j) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(k) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(End of Clause)

TC "SECTION F - DELIVERIES OR PERFORMANCE" \f C \l "1"

TC "F.1 1352.215-70 PERIOD OF PERFORMANCE (MAR 2000)" \f C \l "2"

F.1 1352.215-70 PERIOD OF PERFORMANCE (MAR 2000)

a. The period of performance of this contract is six months from date of award. If an option is exercised, the period of performance shall be extended through the end of that option period.

b. The option periods that may be exercised are as follows:

Period Start Date End Date

Option Period One

Day after

End of Sixth Month

Base Period Expires after Start Date

Option Period Two

Day after

End of Sixth Month

Option Period One Expires after Start Date

(End of clause)

TC "F.2 52.242-15 STOP-WORK ORDER (AUG 1989)" \f C \l "2"

F.2 52.242-15 STOP-WORK ORDER (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either--

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if--

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

(End of Clause)

TC "F.3 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)" \f C \l "2"

F.3 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

(a) If the performance of all or any part of the work of this contract is delayed or interrupted

(1) by an act of the Contracting Officer in the administration of this contract that is not expressly or implied authorized by this contract, or

(2) by a failure of the Contracting Officer to act within the time specified in this contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this contract caused by the delay or interruption and the contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other contractual term or condition affected by the delay or interruption. However, no adjustment shall be made under this clause for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other term or condition of this contract.

(b) A claim under this clause shall not be allowed--

(1) For any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved; and

(2) Unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the contract.

(End of Clause)

TC "SECTION G - CONTRACT ADMINISTRATION DATA" \f C \l "1"

TC "G.1 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (MAR 2000)" \f C \l "2"

G.1 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (MAR 2000)

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract and notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

(End of clause)

TC "G.2 1352.201-71 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (FEB 2005)" \f C \l "2"

G.2 1352.201-71 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (FEB 2005)

a. To be specified at time of award is hereby designated as the Contracting Officer's Technical Representative (COTR). The COTR may be changed at any time by the Government without prior notice to the Contractor by a unilateral modification to the Contract. The COTR is located at:

To be specified at time of award

b. The responsibilities and limitations of the COTR are as follows:

(1) The COTR is responsible for the technical aspects of the project and serves as technical liaison with the Contractor. The COTR is also responsible for the final inspection and acceptance of all reports, and such other responsibilities as may be specified in the contract.

(2) The COTR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the Contract price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COTR. No such changes shall be made without the expressed prior authorization of the Contracting Officer (CO). The CO may designate assistant or alternate COTR(s) to act for the COTR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the Contractor.

(End of clause)

TC "G.3 NIST LOCAL_04 BILLING INSTRUCTIONS" \f C \l "2"

G.3 NIST LOCAL_04 BILLING INSTRUCTIONS

(a) The Contractor shall submit an original invoice or voucher in accordance with the payments provisions of this contract to:

NIST

Accounts Payable Office

100 Bureau Drive Stop 1621

Gaithersburg, MD 20899-1621

FAX Number: 301-975-8283

Email: invoice@nist.gov (b)Each invoice or voucher submitted shall include the following:

(1) Contract Number.

(2) Contractor Name and Address.

(3) Date of Invoice.

(4) Invoice Number.

(5) Amount of Invoice, and cumulative amount invoiced to-date.

(6) Contract Line Item Number (CLIN).

(7) Description, quantity, unit of measure, unit price, and extended price of supplies/services delivered.

(8) Prompt payment discount terms, if offered.

(9) Copy of personal timesheets or similar computer-generated data for each person for whom hours are being billed (also applies to subcontractor costs being billed).

(10) Receipt for each travel cost or other direct cost (e.g., hotel receipts, car rental receipts, airfare receipts, material receipts) if the individual cost of that expenditure exceeds $75.00.

(11) Any other information or documentation required by the contract.

(END OF CLAUSE)

TC "G.4 NIST LOCAL_36 TRAVEL NOTE" \f C \l "2"

G.4 NIST LOCAL_36 TRAVEL NOTE

(a) The government will reimburse the contractor for all necessary expenses in connection with travel authorized pursuant to this order/contract. Costs incurred for lodging, meals, and incidental expenses shall be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations prescribed by the General Services Administration.

(b) Subsistence is authorized in accordance with the DoC and Federal Travel Regulations. Invoices requesting reimbursement for travel must be accompanied by itemized paid receipts. The invoices must be submitted to the payment office specified elsewhere in this order/contract. (END OF CLAUSE)

TC "SECTION H - SPECIAL CONTRACT REQUIREMENTS" \f C \l "1"

TC "H.1 1352.208-70 PRINTING (MAR 2000)" \f C \l "2"

H.1 1352.208-70 PRINTING (MAR 2000)

Unless otherwise specified in this contract, the Contractor shall not engage in, or subcontract for, any printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with performing under this contract. Provided, however, that performing a requirement under this contract involving the duplicating of less than 5,000 units of only one page, or less than 25,000 units in the aggregate of multiple pages, such pages are not exceeding a maximum image size of 10 and 3/4 inches by 14 and 1/4 inches, will not be deemed printing.

(End of clause)

TC "H.2 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MAR 2000)" \f C \l "2"

H.2 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MAR 2000)

(a) The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

(c) Remedies - The Contracting Officer may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, debar the Contractor for Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(d) The Contractor further agrees to insert provisions which shall conform substantially to the language of this clause, including this paragraph (d), in any subcontract or consultant agreement hereunder.

(End of clause)

TC "H.3 1352.209-73 COMPLIANCE WITH THE LAWS (MAR 2000)" \f C \l "2"

H.3 1352.209-73 COMPLIANCE WITH THE LAWS (MAR 2000)

The Contractor shall comply with all applicable laws and rules and regulations having the force of law which deal with or relate to performance hereunder or the employment by the Contractor of the employees.

(End of clause)

TC "H.4 1352.231-70 DUPLICATION OF EFFORT (MAR 2000)" \f C \l "2"

H.4 1352.231-70 DUPLICATION OF EFFORT (MAR 2000)

The Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any costs charged against any other Government contract, subcontract, or other Government source. The Contractor agrees to advise the Contracting Officer, in writing, of any other Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. The Contractor also certifies and agrees that any and all work performed under this contract shall be directly and exclusively for the use and benefit of the Government, and not incidental to any other work, pursuit, research, or purpose of the Contractor, whose responsibility it will be to account for it accordingly.

(End of clause)

TC "H.5 1352.233-70 HARMLESS FROM LIABILITY (MAR 2000)" \f C \l "2"

H.5 1352.233-70 HARMLESS FROM LIABILITY (MAR 2000)

The Contractor shall hold and save the Government, its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses to which they may be subject to or on account of any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract, arising or resulting in whole or in part from the fault, negligence, wrongful act or wrongful omission of the contractor, or any subcontractor, their employees, and agents.

(End of clause)

TC "H.6 1352.237-73 KEY…