SB1341-10-RQ-0531 Synchrophasor Standards and Sychrometrology Laboratory Support dg.pdf

25. Accounting and Appropriation Data 26. Total Award Amount (For Govt. Use Only)

27a. Solicitation incorporates by reference FAR 52.212-1, 52.212-4. FAR 52.212-3 and 52.212-5 are attached. Addenda X are are not attached

27b. Contract/Purchase Order incorporates by reference FAR 52.212-4. 52.212-5 is attached. Addenda are are not attached

X 28. Contractor is required to sign this document and return 1 copies to 29. Award of Contract: Reference. Offer

Issuing Office. Contractor agrees to furnish and deliver all items set forth or otherwise identified above and on any additional sheets subject to the terms and conditions specified herein.

Dated . Your offer on Solicitation (Block 5), including any additions or changes which are set forth herein, is accepted as to items:

30a. Signature of Offeror/Contractor 31a. United States of America (Signature of Contracting Officer)

30b. Name and Title of Signer (Type or Print) 30c. Date Signed 31b. Name of Contracting Officer (Type or Print)

31c. Date Signed

32a. Quantity in Column 21 Has Been

Received Inspected Accepted, and Conforms to the Contract, Except as Noted: ________________________

32b. Signature of Authorized Government Representative 32c. Date 32d. Printed Name and Title of Authorized Government Representative

32e. Mailing Address of Authorized Government Representative 32f. Telephone Number of Authorized Government Representative

32g. E-mail of Authorized Government Representative

33. Ship Number 34. Voucher Number 35. Amount Verified Correct For

36. Payment 37. Check Number

Complete Partial Final

Partial Final

38. S/R Account Number 39. S/R Voucher Number 40. Paid By

41a. I certify this account is correct and proper for payment 42a. Received By (Print)

41b. Signature and Title of Certifying Officer 41c. Date 42b. Received At (Location)

42c. Date Rec'd (YY/MM/DD) 42d. Total Containers

STANDARD FORM 1449 (REV 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

0BSOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

1BOfferor to Complete Blocks 12, 17, 23, 24, & 30

1. Requisition Number

NB817020-A-04938

2. Contract No. 3. Award/Effective Date 4. Order Number 5. Solicitation Number 6. Solicitation Issue Date SB1341-10-RQ-0531 July 27, 2010

7. For Solicitation

Information Call:

a. Name DENNIS GAGLIARDI (Contractor Support) b. Telephone Number (No collect calls)

8. Offer Due Date/Local

Time GAGLIARD@MAIL.NIST.GOV 301-975-6321 August 17, 2010/ 12:00pm

9. Issued By Code 000004 10. This Acquisition is

11. Delivery for FOB Destination Unless

Block is Marked. 12. Discount Terms

NATIONAL INST OF STDS AND TECHNOLOGY

Acquisition Management Division

100 BUREAU DRIVE STOP 1640

GAITHERSBURG, MD 20899-0001

Unrestricted

X Set-Aside 100 % for X Small Business See Schedule Emerging Small Business HUBZone Small Business 13a. This contract is a rated order under DPAS (15 CFR 700)

Service-Disabled Veteran-Owned

8(a) 13b. Rating

NAICS: U541690 14. Method of Solicitation

Size Standard: U$7.0M X RFQ IFB RFP

15. Deliver To Code 000004 16. Administered By Code

NATIONAL INST OF STDS AND TECHNOLOGY

BUILDING 301 SHIPPING AND RECEIVING

100 BUREAU DRIVE

GAITHERSBURG, MD 20899-0001

See Block 9

17a. Contractor/Offeror Code Facility Code 18a. Payment Will Be Made By Code

Telephone No. TIN:

17b. Check if Remittance is Different and Put Such Address in Offer. 18b. Submit Invoices to Address Shown in Block 18a Unless Box Below is Checked.

See Addendum.

SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

Page - 2

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

RECOVERY: THIS CONTRACT

WILL BE FUNDED IN WHOLE OR IN

PART BY THE AMERICAN RECOVERY

AND REINVESTMENT ACT (ARRA) OF

2009, PUBLIC LAW 111-5.

Registration for the reporting to www.FederalReporting.gov in accordance with FAR Clause 52.204-

11 is required. All award recipients must register immediately upon award to fulfill their reporting obligations.

The NIST Contracting Officer intends to ward a single firm-fixed-price purchase order for these services.

The Contractor shall provide all labor, supervision, materials, tools, equipment, and facilities to perform the work in accordance with the

Performance Work Statement (PWS), dated July 2010, page 34 through page

37 in this Request for Quotation.

Contractor performance of Task 1 in accordance with the PWS.

Contractor Performance of Task 2 in

Contractor Performance of Task 3 in

The Department of Commerce

(DOC)/Inspector General (IG) requires that all contractors who receive or have received contracts/orders funded by the American Recovery and

Reinvestment Act (ARRA) be provided a copy of a power point presentation, to train their employees

EA

NOT

SEPARATELY

UPRICED (NSP) _

UNSP

Page - 3 on fraud, waste, and abuse. A 44 page power point presentation entitled

“Recovery Act Oversight Program –

Fraud Prevention Training” will be provided as an attachment to the award.

The Contractor shall use the power point presentation to train all employees involved in contracts/orders funded by DOC/NIST

ARRA funds within two weeks of the award. For the purposes of this task, “training” can be accomplished through a single training session with employees, or through individual employee review of the presentation accompanied by the employee’s signed certification of that review.

Training documentation must be provided to the Contracting Officer not later than one week after training is completed. Documentation must include, at a minimum:

1. The contract/order number

2. The date of training

3. The names of individuals trained

DELIVERABLE

Waste, Fraud & Abuse Training

Documentation. Due Date: Not Later than 21 calendar days after date of contract award.

GRAND TOTAL CLINs

0001through 0004

PERFORMANCE PERIOD:

The performance period for this contract is 365 calendar days commencing on the date of the Start of

Work meeting that will take place at the NIST located in Gaithersburg, MD. The Contracting Officer will issue a notice to proceed to the

Contractor (by written letter or by email) that will establish the date and time and for the Start of Work meeting.

Page - 4

PLACE OF PERFORMANCE:

The place of performance shall take place at the contractor’s facility. The

Contractor shall conduct a site visit of the synchrometrology laboratory located at the NIST Gaithersburg, Md to become familiar with the existing

PMU test system. The Contractor shall visit the NIST located in Gaithersburg, Md. once each quarter to present summaries of its quarterly and final reports to NIST and other Smart Grid

Stakeholders. See PWS paragraph IV for details of deliverables and deliverable Schedule.

All travel required to perform the work specified herein shall not be separately priced. The Contractor shall include all travel cost required to perform the work specified herein in its firm fixed price quote.

Table of Contents

Page

SB1341-10-RQ-0531

Page - 5

1. 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

2. 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (C0R) (APR 2010)

3. 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND

REINVESTMENT ACT OF 2009 (JUN 2010)

4. 52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

5. 52.204-11 AMERICAN RECOVERY AND REINVESTMENT ACT REPORTING REQUIREMENTS (JUL

2010)

6. 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

7. 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

8. 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JUN 2008)

9. ADDENDUM 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JUN 2008)

10. 52.212-2 EVALUATION--COMMERCIAL ITEMS (JAN 1999)

11. 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (AUG 2009) 17

12. 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JUN 2010)

13. 52.212-5 II CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUL 2010)--ALTERNATE II (APR 2010)

14. 52.219-14 LIMITATIONS ON SUBCONTRACTING (DEC 1996)

15. 52.227-14 RIGHTS IN DATA--GENERAL (DEC 2007)

16. NIST LOCAL 04 BILLING INSTRUCTION

17. NON-GOVERNMENTAL ACQUISITION SUPPORT

18. PERFORMANCE WORK STATEMENT

Page - 6

1. 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

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)

2. 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (C0R) (APR 2010)

(a) __________ is hereby designated as the Contracting Officer's Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

Phone Number: __________

Email: __________

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract.

(2) The COR 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 COR. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

3. 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND

REINVESTMENT ACT OF 2009 (JUN 2010)

(a) The Contractor shall post notice of employees rights and remedies for whistleblower protections provided under section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5)

(Recovery Act).

(b) The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts that are funded in whole or in part with Recovery Act funds.

4. 52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

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

"Central Contractor Registration (CCR) database" means the primary Government repository for Contractor information required for the conduct of business with the Government.

"Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by Dun and

Bradstreet, Inc. (D&B) to identify unique business entities.

"Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at

Subpart 32.11) for the same concern.

"Registered in the CCR database" means that--

Page - 7

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and

(2) The Government has validated all mandatory data fields, to include validation of the Taxpayer

Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record "Active".

The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process.

(b)

(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS +4" followed by the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number--

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror the a U.S. Government contract when contacting the local Dun and

Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and Zip Code.

(iv) Company Mailing Address, City, State and Zip Code (if separate from physical).

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting

Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering.

Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g)

(1)

(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 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 CCR database;

(B) comply with the requirements of Subpart 42.12 of the FAR; 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.

Page - 8

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR 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.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR

Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database.

Information provided to the Contractor's CCR record that 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.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

(End of Clause)

5. 52.204-11 AMERICAN RECOVERY AND REINVESTMENT ACT REPORTING

REQUIREMENTS (JUL 2010)

(a) Definitions. For definitions related to this clause (e.g., contract, first-tier subcontract, total compensation etc.) see the Frequently Asked Questions (FAQs) available at http://www.whitehouse.gov/omb/recovery_faqs_contractors. These FAQs are also linked under http://www.FederalReporting.gov.

(b) This contract requires the contractor to provide products and/or services that are funded under the

American Recovery and Reinvestment Act of 2009 (Recovery Act). Section 1512(c) of the Recovery Act requires each contractor to report on its use of Recovery Act funds under this contract. These reports will be made available to the public.

(c) Reports from the Contractor for all work funded, in whole or in part, by the Recovery Act, are due no later than the 10th day following the end of each calendar quarter. The Contractor shall review the Frequently

Asked Questions (FAQs) for Federal Contractors before each reporting cycle and prior to submitting each quarterly report as the FAQs may be updated from time-to-time. The first report is due no later than the 10th day after the end of the calendar quarter in which the Contractor received the award. Thereafter, reports shall be submitted no later than the 10th day after the end of each calendar quarter. For information on when the

Contractor shall submit its final report, see http://www.whitehouse.gov/omb/recovery_faqs_contractors.

(d) The Contractor shall report the following information, using the online reporting tool available at www.FederalReporting.gov.

(1) The Government contract and order number, as applicable.

(2) The amount of Recovery Act funds invoiced by the contractor for the reporting period. A cumulative amount from all the reports submitted for this action will be maintained by the government's on-line reporting tool.

(3) A list of all significant services performed or supplies delivered, including construction, for which the contractor invoiced in this calendar quarter.

(4) Program or project title, if any.

(5) A description of the overall purpose and expected outcomes or results of the contract, including significant deliverables and, if appropriate, associated units of measure.

(6) An assessment of the contractor's progress towards the completion of the overall purpose and expected outcomes or results of the contract (i.e., not started, less than 50 percent completed, completed 50 percent or more, or fully completed). This covers the contract (or portion thereof) funded by the Recovery Act. (7) A narrative description of the employment impact of work funded by the Recovery Act. This narrative should be cumulative for each calendar quarter and address the impact on the Contractor's and first-tier subcontractors' workforce for all first-tier subcontracts valued at $25,000 or more. At a minimum, the Contractor shall provide--

(i) A brief description of the types of jobs created and jobs retained in the United States and outlying areas

(see definition in FAR 2.101). This description may rely on job titles, broader labor categories, or the

Contractor's existing practice for describing jobs as long as the terms used are widely understood and describe the general nature of the work; and

Page - 9

(ii) An estimate of the number of jobs created and jobs retained by the prime Contractor and all first-tier subcontracts valued at $25,000 or more, in the United States and outlying areas. A job cannot be reported as both created and retained. See an example of how to calculate the number of jobs at http://www.whitehouse.gov/omb/recovery_faqs_contractors.

(8) Names and total compensation of each of the five most highly compensated officers of the Contractor for the calendar year in which the contract is awarded if--

(i) In the Contractor's preceding fiscal year, the Contractor received--

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(ii) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.

78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986.

(9) For subcontracts valued at less than $25,000 or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax year had gross income under $300,000, the

Contractor shall only report the aggregate number of such first tier subcontracts awarded in the quarter and their aggregate total dollar amount.

(10) For any first-tier subcontract funded in whole or in part under the Recovery Act, that is valued at

$25,000 or more and not subject to reporting under paragraph 9, the Contractor shall require the subcontractor to provide the information described in paragraphs (d)(1)(i), (ix), (x), (xi), and (xii) of this section to the

Contractor for the purposes of the quarterly report. The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 1512 of the Recovery Act. The

Contractor shall provide detailed information on these first-tier subcontracts as follows:

(i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) The applicable North American Industry Classification System (NAICS) code.

(vi) Funding agency.

(vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(viii) Subcontract number (the contract number assigned by the prime contractor).

(ix) Subcontractor's physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable.

(x) Subcontract primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable.

(xi) Names and total compensation of each of the subcontractor's five most highly compensated officers, for the calendar year in which the subcontract is awarded if--

(A) In the subcontractor's preceding fiscal year, the subcontractor received--

(1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants

(and subgrants), and cooperative agreements; and

(2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and

(B) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.

78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986.

(xii) A narrative description of the employment impact of work funded by the Recovery Act. This narrative should be cumulative for each calendar quarter and address the impact on the subcontractor's workforce. At a minimum, the subcontractor shall provide--

(A) A brief description of the types of jobs created and jobs retained in the United States and outlying areas (see definition in FAR 2.101). This description may rely on job titles, broader labor categories, or the subcontractor's existing practice for describing jobs as long as the terms used are widely understood and describe the general nature of the work; and

Page - 10

(B) An estimate of the number of jobs created and jobs retained by the subcontractor in the United States and outlying areas. A job cannot be reported as both created and retained. See an example of how to calculate the number of jobs at http://www.whitehouse.gov/omb/recovery_faqs_contractors.

6. 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

(a) The contractor agrees, in the performance of this contract, to keep the information furnished by the

Government or acquired/developed by the contractor in performance of the contract and designated by the

Contracting Officer or Contracting Officer's Representative, in the strictest confidence. The contractor also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the contractor's possession, to those employees needing such information to perform the work described herein, i.e., on a "need to know" basis. The contractor agrees to immediately notify the

Contracting Officer in writing in the event that the contractor determines or has reason to suspect a breach of this requirement has occurred.

(b) The contractor agrees that it will not disclose any information described in subsection (a) to any person unless prior written approval is obtained from the Contracting Officer. The contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

7. 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor, its parents, affiliates, divisions and subsidiaries, and successors in interest (hereinafter collectively referred to as

"contractor") in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(c) Warrant and Disclosure. The warrant and disclosure requirements of this paragraph apply with full force to both the contractor and all subcontractors. 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, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it shall make an immediate and full disclosure, in writing, to the Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure shall include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual organizational conflict of interest or misrepresents relevant information to the

Contracting Officer, the Government may terminate the contract for default, suspend or debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause, including paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed the simplified acquisition threshold. The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors or consultants the disclosure required in FAR Part 9.507-1, and shall determine in writing whether the interests disclosed

Page - 11 present an actual, or significant potential for, an organizational conflict of interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor's own risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of the Contracting Activity by submitting such waiver request to the Contracting Officer, including a full written description of the requested waiver and the reasons in support thereof.

8. 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JUN 2008)

(a) "North American Industry Classification System (NAICS) code and small business size standard." The

NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) "Submission of offers." Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show--

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) "Period for acceptance of offers." The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) "Product samples." When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

(e) "Multiple offers." Offerors are encouraged to submit multiple offers presenting alternative terms and conditions or commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) "Late submissions, modifications, revisions, and withdrawals of offers."

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

Page - 12

(2)

(i) Any offer, modification, revision, or withdrawal of an offer received at the Government office designated in the solicitation after the exact time specified for receipt of offers is "late" and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and--

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) "Contract award (not applicable to Invitation for Bids)." The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h)" Multiple awards." The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) "Availability of requirements documents cited in the solicitation."

(1)

(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part

101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to--

GSA Federal Supply Service Specifications Section

Suite 8100

470 East L'Enfant Plaza, SW

Washington, DC 20407

Telephone (202) 619-8925

Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

Page - 13

(2) Most unclassified Defense specifications and standards may be downloaded from the following

ASSIST websites:

(i) ASSIST (http://assist.daps.dla.mil).

(ii) Quick Search (http://assist.daps.dla.mil/quicksearch).

(iii) ASSISTdocs.com (http://assistdocs.com).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock

Point (DoDSSP) by--

(i) Using the ASSIST Shopping Wizard (http://assist.daps.dla.mil/wizard);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) "Data Universal Numbering System (DUNS) Number." (Applies to all offers exceeding $3,000, and offers of $3,000 or less if the solicitation requires the Contractor to be registered in the Central Contractor

Registration (CCR) database. The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by the DUNS or DUNS+4 number that identifies the offeror's name and address. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional CCR records for identifying alternative

Electronic Funds Transfer (EFT) accounts (see FAR Subpart 32.11) for the same concern. If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. An offeror within the

United States may contact Dun and Bradstreet by calling 1-866-705-5711 or via the internet at http://fedgov.dnb.com/webform. An offeror located outside the United States must contact the local Dun and

Bradstreet office for a DUNS number. The offeror should indicate that it is an offeror for a Government contract when contacting the local Dun and Bradstreet office.

(k) "Central Contractor Registration." Unless exempted by an addendum to this solicitation, by submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the

CCR database prior to award, during performance and through final payment of any contract resulting from this solicitation. If the Offeror does not become registered in the CCR database in the time prescribed by the

Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered

Offeror. Offerors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(l) "Debriefing." If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable:

(1) The agency's evaluation of the significant weak or deficient factors in the debriefed offeror's offer.

(2) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror.

(3) The overall ranking of all offerors, when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award;

(5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror.

(6) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency.

(End of Provision)

9 ADDENDUM 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JUN 2008)

QUOTATION PREPARATION. This clause is tailored as follows:

Paragraph (a) "North American Industry Classification System (NAICS) code and small business size standard." The following is hereby added: The subject requirement under this solicitation is set-aside to small business concerns. The NAICS code for this requirement is 541690 with a size standard of $7.0 million.

Paragraph (b) Submission of Quotes. The following amends this paragraph with respect to the information and documents required for submission in response to this solicitation.

A. General Instructions:

Page - 14

(1) (1) Quotes are expected to conform to solicitation provisions and be prepared in accordance with this section. To aid in evaluation, the technical quotes shall be clearly and concisely written as well as being neat, indexed (cross-indexed as appropriate) and logically assembled. All pages of each part shall be appropriately numbered and identified with the name of the offeror, the date, and the solicitation number.

(2) Quotes shall be submitted no later than 12:00pm Eastern on August 17, 2010. It is the responsibility of the offeror to confirm and maintain receipt of quote, delivery date, and time and ensure delivery is on time.

(3) Any questions regarding this solicitation may be submitted in writing via-email to Wanza Jonjo, Contracting Officer, HUWanza.jonjo@nist.gov UH with a copy to Dennis Gagliardi (Support Contractor)

HUdennis.gagliardi@nist.gov UH no later than 12:00pm Eastern on August 9, 2010. The government will only respond to written questions.

(4) Three separate volumes: Volume I, Business Portion; Volume II Technical Portion; and Volume

III, Prices Portion; of your quote shall be prepared in accordance with the following Table and all instructions set forth herein. Each volume shall be written or presented on a stand-alone basis. Information required for evaluation of the quote that is not found in its designated volume or presentation will be assumed to have been omitted from the quote.

B. Quote Documents:

(1) UVolumes and Organization

The Contractor Offeror shall prepare the quote as set forth in the Quote Organization Table below. The titles and contents of the volumes shall be as defined in this table and instructions, all of which shall be within the required page limits and with the number of copies as specified in the table. The volumes identified in the table should be separately bound in three-ring, loose-leaf binders, as necessary. The completion and submission to the Government of documents identified in the quote organization table shall constitute an offer and shall indicate the Offeror’s unconditional consent to the terms and conditions of the RFQ.

TABLE QUOTE ORGANIZATION TABLE

VOLUME VOLUME TITLE NUMBER OF

COPIES

PAGE LIMIT

I Business Section Completed FAR

52.212-3, Offeror Representations and

Certifications and cover letters, SF

1449 and Acknowledgement of

Amendments (if any).

1 CD-ROM

Hard copy:

Original plus 3 copies

3 page cover letter. Completed 52.212-3, Offeror Representations and

Certifications and Cover letter. SF 1449 with continuation pages and Amendments

(if any).

II Key Personnel 1 CD-ROM

Hard copy:

Original plus 3 copies

II Methodology (Technical Approach) 1 CD-ROM

Hard copy:

Original plus 3 copies

20*

II Organizational Experience 1 CD-ROM

Hard copy:

Original plus 3 copies

15*

II Past Performance 1 CD-ROM

Hardcopy:

Original plus 3 copies

20**

III Cost/Price 1 CD-ROM

Hardcopy:

Original plus 3 copies

None mailto:Wanza.jonjo@nist.gov mailto:dennis.gagliardi@nist.gov

Page - 15

*Page limits do not include the table of contents. There is no page limit for the table of contents.

**Page limit for the Past Performance information will be a 2 page limit per contract reference and a 10 contract limit for all relevant contracts for the UPAST 3 YEARS U (6 references for Prime and no more than 4 for subcontractors).

Overall Arrangement of Quotation

The following information and documents are required for submission in response to this solicitation, in accordance with the guidelines outlined below.

Quotation Content: The Contractor shall submit the completed SF 1449, along with any other documentation displaying the following information. The documentation outside of the SF 1449, Key personnel, resumes, experience, and past performance shall not exceed 20 pages in its entirety with single line spacing and a minimum font size of 10. The Contractor shall demonstrate its understanding of the requirements and provide a concise, detailed, and thorough discussion of its technical approach to successfully providing the services described in the PWS. Technical Proposal consists of the Contractor’s outline addressing the technical and management aspects of the acquisition. It should indicate your company's capabilities and the means to be used to satisfy the requirements CLINs 0001 through CLIN 0004. It will be evaluated in accordance with the criteria contained in provision 52.212-2 EVALUATION--COMMERCIAL ITEMS (JAN 1999) and it should be specific and complete in every detail. The proposal should be practical and be prepared simply and economically, providing straightforward, concise delineation of what it is the Contractor will do to satisfy the requirements.

UUnder no circumstances are price/cost quotes to be shown in the technical proposal so that the technical proposal may be evaluated strictly on the merit of the material submitted.

A. UVolume I Business Portion: U Shall include the following:

Completed FAR 52.212-3, Offeror Representations and Certifications. Offerors shall complete the annual representations and certifications on-line at HUhttp://orca.bpn.gov UH in accordance with FAR 212-3- Offerors

Representations and Certifications-Commercial Items. If paragraph (j) of the provision is applicable, a written submission is required. Failure to be actively registered will result in disqualification.

B. UVolume II Technical Portion: U The technical portion shall include the following:

1) Key Personnel. The technical quote must include a list of names and proposed duties of the professional personnel, consultants, and key subcontractor employees assigned to the project that will materially contribute to the leadership, planning, and advancement of this effort. List the expected level of participation of each individual expressed in hours. Their resumes should be included and should contain information on education, background, recent work experience, and specific scientific or technical accomplishments. Consideration will be given in those cases that demonstrate expertise for contributions to the Smart Grid interoperability standards specifications/etc, contributions to Smart Grid consensus-based activities that furthered Smart Grid interoperability, and other efforts related to Smart Grid testing, , certification, or other areas relevant to NIST

Smart Grid efforts

For each of the proposed personnel, the Contractor must indicate whether the person is:

Currently employed by the Contractor;

Planning to join the company;

A proposed subcontractor’s employee; or to be obtained through other arrangements.

Letters of commitment shall be provided for persons not currently employed by the Contractor or proposed subcontractor

2) Methodology (Technical Approach). The Contractor must fully describe a technical approach to each capability and sub-capability area in the proposal indicating the methodology and how the work proposed for the project will be performed.