50310220Q0031 - Trial Courtroom Support Services 4.1.2020.pdf

COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

General Information

Document Type: Combined Synopsis/Solicitation Solicitation Number: 50310220Q0031 Posted Date: April 3, 2020 Response Date/ Time: May 4, 2020 @3:00 pm, EST Questions Due Date/ Time: April 10, 2020 @3:00 pm, EST Classification Code: R418- Support-Professional: Legal Set Aside: 100% Small Business NAICS Code: 541199 – All Other Legal Services

Contracting Office Address U.S. Securities and Exchange Commission (SEC) Office of Acquisitions (OA) 100 F. Street NE Washington, DC 20549

Description This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR subpart 12.106 in conjunction with FAR subpart 13.501 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; Quotations are being requested, and a written solicitation document will not be issued.

This solicitation is a request for quotes. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2020-04-January 15, 2020.

The associated North American Industrial Classification System (NAICS) code for this procurement is 541199, with a small business size standard of $11.0 million. This solicitation is 100% Small Business set-aside.

The U.S. Securities and Exchange Commission (SEC) seeks to award two (2) Blanket Purchase Agreements in support of the Securities and Exchange Commission’s divisions and offices requiring Trial Courtroom Support services, as specified herein. Said services shall be professional and non-personal.

All interested companies shall provide Quotes for the following:

1.0 DESCRIPTION OF AGREEMENT

1.1 Purpose

To retain a highly qualified consulting firm whom shall provide the SEC with all management, supervision, labor, and materials necessary to perform Trial Courtroom Support Services in accordance with an established Blanket Purchase Agreement(s).

1. 2 Background

The U.S. Securities and Exchange Commission’s (SEC), Division of Enforcement, prosecutes the SEC's civil suits in the federal courts as well as its administrative proceedings. In civil suits, the SEC seeks injunctions, which are orders that prohibit future violations. A person who violates an injunction is subject to fines or imprisonment for contempt. In addition, the SEC often seeks civil money penalties and the disgorgement of illegal profits mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

Contractor legal support including Trial Courtroom Support at the SEC was initiated in response to dramatic change in the amount and types of cases falling under SEC jurisdiction. The number of full time SEC attorney and support staff is insufficient to handle investigations and litigation with thousands of pages of evidence located nationwide involving hundreds of parties. The size and complexity of these cases dictate the need for additional support services.

Additional information about the SEC is available at http://www.SEC.gov.

1.3 Objectives

The objective of this requirement is to obtain professional non-personal services to support pre-trial and trial courtroom efforts. For the majority of this work it is expected that the Contractor will support these efforts off-site, and on occasion at SEC sites throughout the nation, that the work will require quick start-up by the contractor, will be of short duration, will not require permanent SEC work spaces, and the Contractor employees will be escorted on a short-term basis by an SEC employee for the duration of their time in the SEC spaces. If the SEC requires Contractor Personnel have an SEC badge, or sit in SEC spaces and access SEC Information Technology (IT), then the related sections of this requirement shall be adhered to.

The primary users of these services are expected to be the Division of Enforcement, but other Divisions and Offices of the SEC are authorized to use the services. The SEC is comprised of the Home Office (Washington, DC), and 11 Regional Offices. A list of the SEC offices and their addresses is provided online at https://www.sec.gov/page/sec-regional-offices.

http://www.sec.gov/ https://www.sec.gov/page/sec-regional-offices

1.4 Scope

The Contractor shall provide professional non-personal pre-trial and trial courtroom support services to the SEC, including demonstrative exhibit preparation, courtroom presentation assistance, audio/visual services, personal computer (PC) support, graphics support, in-courtroom support, providing equipment and furniture for a “War Room” at off-site locations, and performing quality control for a medium- to large sized, high complexity trials ranging in duration from 1-6 weeks and may in some circumstances exceed 6 weeks.

The following labor mix may apply. However, Quoters may quote different labor categories for consideration.

Labor Categories Courtroom Presentation Specialist Graphics Design Consultant Graphic Designer I Graphic Designer II Industry Expert Consultant Trial Consultant

Estimated labor hours will be determined at the Order level, as actual requirements become known.

1.5 DELIVERABLES

Deliverable Delivery Schedule Telephone meeting with the SEC attorney Two (2) days after receipt of

Authorization to Proceed Pre-trial performance: provide laptop loaded with exhibit operating and display software, load exhibits, rehearse sequence with trial team, provide and set up war-room equipment (all-in-one copier, printer, scanner), and furniture when required (desks and chairs), and court-room equipment when required

On the date established at the Order level.

Courtroom performance during court: operate laptop to display exhibits

On the dates scheduled by the court

Courtroom performance after court: revise exhibits or their sequence as specified by the SEC trial attorney

On the dates scheduled by the court

Post-trial: return war-room courtroom set-up equipment and furniture

One (1) day after SEC’s litigation team direction

Brief Summary Report Supplement final invoice

1.6 Contract Type and Period of Performance

The Government seeks to award two (2) Blanket Purchase Agreements (BPAs) with one 5-year performance period and five 1-year Ordering Periods; commencing on August 12, 2020. This is not a multi-year contract as defined in FAR Part 17.1, Multiyear Contracting.

Call Orders may be issued at any time during the performance period. The performance periods will be specified at the Call Order level may be extend up to twelve (12) months beyond the expiration date of the BPA’s expiration date.

The Government reserves the right to issue a single Call Order annually to provide Trial Courtroom Support services for a one year period and drawdown on funding from during the period of performance indicated in that Call Order.

The Government will order services through the rotation of sources. Awardees/sources will be placed in alphabetical order and the first order will be placed with the source whose first letter appears earlier in the alphabet.

2.0 EXTENT OF OBLIGATION

Funds are not obligated against the BPA. The Government is obligated only to the extent of authorized services ordered under the BPA’s against Call Orders.

3.0 PURCHASE LIMITATION.

The dollar limitation for each individual Call Order under the BPA is $1,000,000. The sum of all individual orders under any one Call Order shall not exceed overall obligations for that Call Order. The ceiling for each BPA shall not exceed $3,000,000.

4.0 INDIVIDUALS AUTHORIZED TO PURCHASE UNDER THE BPA.

Although the Contracting Officer will be responsible for awarding the Call Order, the Contracting Officer’s Representative (COR) is authorized to place individual orders under each Call Order.

5.0 DELIVERY TICKETS.

Any shipments under the agreement shall be accompanied by delivery tickets that shall contain the following minimum information:

(i) Name of supplier.

(ii) BPA number and Call Order number.

(iii) Date of purchase.

(iv) Trial/Case Number.

(v) Itemized list of supplies or services furnished.

(vi) Quantity, unit price, and extension of each item, less applicable discounts (unit prices and extensions need not be shown when incompatible with the use of automated systems, provided that the invoice is itemized to show this information).

(vii) Date of delivery or shipment.

6.0 INVOICES.

Whenever possible, a single invoice should be submitted for services under each Trial Courtroom Support Order. Supplemental documentation supporting Other Direct Costs, which may include travel, should accompany the associated invoice. See Section 17.3 Submission of Invoices for additional information.

7.0 PRICING

Labor shall be based on pre-negotiated and approved rates shown in Table 7.1. All parties shall ensure that labor rates, for each individual order, are in sync with those shown below based on the Ordering Period, as rates may change. To be completed at the time of award.

Hourly Labor Rates Labor Category Ordering

Period 1 Ordering Period 2

Ordering Period 3

Ordering Period 4

Ordering Period 5

8.0 ORDERING AND ISSUANCE OF CALL INFORMATION

The following ordering procedures apply to all Orders/Statements of Work:

• A Call Order will be issued by a warranted Contracting Officer, obligating funds for services, as needed. One Call Order may be awarded per Ordering Period for all individual orders placed within that Ordering Period.

• The Call Order Contracting Officers Representative(s) will be the official “Ordering Official”. Services will be ordered by the COR via a written Trial Courtroom Support

Form. This Form will include the Trial# that should be referenced on all submitted invoices, deliverables and electronic communications.

• The Contractor shall acknowledge receipt of each Order and submit any questions regarding the Order within 2 business* days after receipt, via e-mail, to the COR.

• The Contractor shall provide the COR with an estimated price (labor and ODCs, which may include travel) within 5 business* days after receipt of the Order.

• The COR shall provide the Contractor with an “Authorization to Proceed” email which confirms receipt and acceptance of the Contractor’s estimated price.

• The COR shall provide the Contractor notification of any changes to the requirement as soon as they becomes known. If these changes result in changes to the estimated price, the Contractor shall submit a revision to the estimated price. After careful review and consideration, the COR shall provide the Contractor with an “Authorization to Proceed” at the revised costs.

• All parties will retain pertinent email traffic related to the placement of orders, acknowledgement and acceptance of orders, price estimates and revisions to price estimates, Authorizations to Proceed, and any changes. All Email traffic will contain the Trial # in the subject line.

• All individual orders are subject to the BPA’s Terms and Conditions.

• All costs associated with preparation and/or discussions of the Contractor's estimated price for services provided will be at the Contractor's expense and are not directly billable to the Government.

• No services are to be rendered and no payment will be made except as authorized by written Orders.

• The Contractor shall not proceed with a change without the proper coordination with the cognizant SEC COR and/or Contracting Officer (CO). Failure to adhere to the requirement will result in Contractor’s performance of services at their own expense.

*Important Note: There may be occasions where the SEC will require more flexibility with urgent requirements.

9.0 ADMINSTRATION AND AUTHORIZED USERS

(a) Administration of this BPA will be performed by SEC/Office of Acquisitions (OA) and SEC/Division of Enforcement (ENF).

(b) Authorized BPA Users: This BPA shall only be used by the SEC, and as authorized by the Office of Acquisitions. Contractors shall provide services on behalf of the SEC’s Home Office and its 11 Regional Offices, as shown below:

SEC Office Address

Home Office (HO) 100 F Street, NE Washington, DC 20549

Atlanta Regional Office (ARO) 950 East Paces Ferry, NE, Suite 900 Atlanta, GA 30326

Boston Regional Office (BRO) 33 Arch Street, 24th Floor Boston, MA 02110

Chicago Regional Office (CHRO) 175 W. Jackson Blvd, Suite 1450 Chicago, IL 60604

Denver Regional Office (DRO) 1961 Stout Street, Suite 1700 Denver, CO 80294

Fort Worth Regional Office (FWRO) 801 Cherry Street, Suite 1900, Unit 18 Fort Worth, TX 76102

Los Angeles Regional Office (LARO) 444 South Flower Street, Suite 900 Los Angeles, CA 90071

Miami Regional Office (MIRO) 801 Brickell Ave, Suite 1950 Miami, FL 33131

New York Regional Office (NYRO) 200 Vesey Street, Suite 400 New York, NY 10281

Philadelphia Regional Office (PLRO) 1617 JFK Blvd, Suite 520 Philadelphia, PA 19103

Salt Lake Regional Office (SLRO) 351 S. West Temple Street, Suite 6.100 Salt Lake City, UT

San Francisco Regional Office (SFRO) 44 Montgomery Street, Suite 2800 San Francisco, CA 94104

10.0 PACKAGING AND MARKING

10.1 (SEC 2001.00) PACKAGING AND MARKING (MAR 2009)

Preservation, packaging, packing and marking of all deliverable contract line items must conform to normal commercial packing standards to assure safe delivery at destination.

10.2 (SEC 2002.00) MARKING (MAR 2009)

All information submitted to the Contracting Officer (CO), the Contracting Officer’s Representative (COR), or his /her designated contact shall clearly indicate the number of the BPA, Call Order, and Trial for which the information is being submitted. Reports to the SEC attorneys shall also indicate the same information.

10.3 (SEC 2003.00) ADDITIONAL SHIPPING INSTRUCTIONS (MAR 2009)

The contractor shall include the SEC Contract and Task Order number on all packing slips that accompany items shipped to the SEC.

11.0 INSPECTION AND ACCEPTANCE

Inspection and acceptance of all work and services performed under each Task Order will be in accordance with the FAR clauses incorporated at the Inspection and Acceptance Clauses Incorporated by Reference, as applicable.

Inspection and Acceptance of supplies and/or services will be performed in accordance with the Trial Courtroom Support Form or at the Order level by the Contractor Officer’s Representative (COR) or designated official, (subject to change for each Order). Inspection and acceptance will be performed at the COR’s SEC office. Services shall conform to the requirements set forth in the Order, which constitutes a legal and binding contract. The COR shall coordinate with the SEC attorney on inspection and acceptance to ensure conformance with the Order’s requirements.

Final acceptance of all deliverables and or services performed as specified under each Order will be made in writing, at destination by the COR, or as detailed in individual Trial Courtroom Support Order(s).

12.0 PERIOD OF PERFORMANCE W/O OPTION YEARS

12.1 (SEC 4001.00 *A.01) Period of Performance w/o Option Years (Mar 2009)

The period of performance for this contract is August 12, 2020 – August 11, 2025. The BPA will consist of one 5-year performance period with five 1-year Ordering Periods, as follows:

Ordering Period Dates Ordering Period 1 August 12, 2020 – August 11, 2021 Ordering Period 2 August 12, 2021 – August 11, 2022 Ordering Period 3 August 12, 2022 – August 11, 2023 Ordering Period 4 August 12, 2023 – August 11, 2024 Ordering Period 5 August 12, 2024 – August 11, 2025

12.2 (SEC 4004.00) PERIOD OF PERFORMANCE WITH OPTION YEARS (MAR 2009)

SEC 4004.00 is pertinent to all Orders associated with the BPA.

12.3 CALL ORDER PERFORMANCE PERIOD AND PRICING

Call Orders may be issued at any time during the period of performance. Any Order issued hereunder may have a period of performance that continues up to one (1) year beyond the BPA’s period of performance. Order periods of performance may vary in duration.

13.0 DELIVERY

The services required under each individual Order shall be delivered and received as specified in each Trial Courtroom Support Trial Request Order Form.

14.0 PLACE OF PERFORMANCE

Place of performance shall be set forth in individual Orders. The work may be performed at any SEC location within the United States, or at a Contractor’s site, or as specified in the individual

Order.

In the event the Contractor anticipates difficulty in complying with any contract-level or Call Order-level deliverable, the Contractor shall immediately provide written notice to the CO and COR. The notification shall give pertinent details, including the date by which the Contractor expects to make delivery; provided, that this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule, or any rights or remedies provided by law or under this contract.

In the event that a Contractor is non-compliant in the submission of deliverables, the Government will reflect the non-compliance in the Contractor’s past performance report.

15.0 (SEC 4003.00) PLACE OF DELIVERY - FOB DESTINATION (JUN 20013)

The contract-level deliverables to be furnished under this contract shall be delivered electronically to the COR/ACOR identified in SEC 5004.00 of this contract. All Call Order-level deliverables shall be delivered as stated in the individual Trial Request Order Form.

All Call Order level deliverables are expected to be paperless. However, if there’s a need to submit a paper deliverable it shall be submitted to the address stated in the Trial Request Order Form.

16.0 (SEC 4004.00) DOCUMENTING, INSPECTING, AND ACCEPTING CONTRACT

DELIVERABLES

The contractor shall submit all deliverables requiring a transmittal sheet with either the attached Deliverable Transmittal sheet or an alternative transmittal sheet that contains substantially the same information.

17.0 CONTRACT ADMINISTRATIVE DATA

17.1 (SEC 5001.00) CONTRACT ADMINISTRATION (DEC 2001)

This contract will be administered by the Office of Acquisitions of the Securities and Exchange Commission. All inquiries should be directed to the Contracting Officer at the following address:

U.S. Securities and Exchange Commission Office of Acquisitions Attn: Selina F. E. Banfield, Contract Specialist 100 F Street, NE Washington, DC 20549 Email: BanfieldS@sec.gov

U.S. Securities and Exchange Commission Office of Acquisitions Attn: D’Jaris Gladden, Contracting Officer

100 F Street, NE Washington, DC 20549 Email: GladdenD@sec.gov

Contracting Officer’s Authority:

The CO assigned to this BPA has responsibility for ensuring the performance of all necessary actions for effective contracting; ensuring compliance with the terms of the BPA and safeguarding the interests of the United States in its contractual relationships. The CO is the only individual who has the authority to enter into, administer, modify, or terminate this BPA.

Additional COs may be identified in each Call Order.

17.2 (SEC 5001.03) CONTRACT ADMINISTRATION FOR NON-SEVERABLE

SERVICES (AUG 2013)

The services for the contract are considered non-severable services. Non-severable services are considered to be new tasks, each with details of the task and when it is due.

a. The task is described by SEC employees and e-mailed to the Contracting Officer’s

Representative (COR).

b. COR ensures it is in scope and e-mails it to the vendor Project Manager (PM).

c. Vendor PM reviews it and assigns the task to the contractor personnel (CP).

d. SEC employees work with the assigned CP.

The COR will review deliverables within the time frames indicated in the deliverables and/or payable milestones charts.

17.3 (SEC 5003.00) SUBMISSION OF INVOICES (APR 2012)

The Securities and Exchange Commission accepts only electronic/e-mail invoices.

Invoices shall be submitted on a monthly basis.

Invoices shall be paid in accordance with the Prompt Payment Act (31 U.S.C. § 3903) and the Prompt Payment Provision of the contract. Contractors are cautioned against submitting an invoice prior to goods and services being received/accepted. Invoices submitted prematurely may be rejected.

Electronic/e-mail Invoice Instructions:

All invoices submitted via e-mail must include the following information or they will be rejected

• Invoices must be in PDF Format and may not exceed 10MB

• Subject Line: Company name and the invoice number

• Email Message

• Company logo or letterhead

• Company name and payment address

• Company point of contact (POC) for the invoice with phone and e-mail mailto:GladdenD@sec.gov

• Invoice Number

• SEC Contract or Order number

• SEC COR

• For services: Call Order line item number, item description, period of performance and associated costs, per Services , Call Order contract line item, CLIN, structure

• Clearly mark duplicates of previous invoice submissions with “DUPLICATE”

• Clearly mark the final invoice with “FINAL INVOICE”

• Attach the invoice and any supporting documents in a secure tamper-proof or tamper-resistant format compatible with Adobe Acrobat.

• Electronic signatures are acceptable in scanned documents. Each page of a document must be clearly marked with information identifying it with the company, the contract, the invoice, and any other information required by the contract.

E-mail invoices to the following address: 9-AMC-AMZ-SEC-Invoices@faa.gov. Emails in excess of 10MB cannot be accepted. If you have questions regarding submission of invoices, the SEC’s Office of Financial Management may be reached at (202) 551-7860.

If you are unable to submit by electronic means or have any questions regarding submission of invoices, the SEC’s Office of Financial Management may be reached at (202) 551-7860.

U.S Securities and Exchange Commission SEC Accounts Payable Branch

AMZ-160

P.O. Box 25710 Oklahoma City, OK 73125

17.3.1 5003.05 - SUBMISSION OF INVOICES - DELPHI EINVOICING SYSTEM (Nov 2016) *Use of this clause may be designated at the Call Order level.

The Securities and Exchange Commission (SEC) will only accept electronic invoices submitted through the Delphi eInvoicing system on a monthly basis for processing and payment.

Contractors shall submit invoices in accordance with the SEC Prompt Payment Provision of the contract. Contractors are cautioned against submitting an invoice prior to goods and services being received/accepted. Invoices submitted prematurely may be rejected.

The SEC’s Delphi eInvoicing system is managed by the Enterprise Services Center (ESC).

A. Information and Training

• eInvoicing FAQ

• Contractor Training

• Reviewer/Approver Training

B. Assistance

• ESC Help Desk for the Delphi eInvoicing System o Business Hours: 8:00 am – 7:00 pm o 1-866-641-3500

C. Accessing the eInvoicing System eInvoice is accessed here: https://einvoice.esc.gov/

D. Waivers https://einvoice.esc.gov/

Waivers are considered on a case by case basis. Waiver request forms may be obtained from the Contracting Officer.

E. Instructions Electronic invoices shall comply with the eInvoice submission requirements and the requirements of FAR 32.905 Payment Documentation, found at:

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp10329 Submit invoices at: https://einvoice.esc.gov/

17.4 (SEC 5004.00) APPOINTMENT OF CONTRACTING OFFICER’S

REPRESENTATIVE (COR) (NOV 2012)

a. Primary and/or Alternate CORs are to be determined at the Call Order level and will be designated for administration and information relating to Call Orders resulting from this

BPA.

b. The Contracting Officer (CO) shall appoint, in writing, a Contracting Officer’s

Representative (COR) and, if possible, an Alternate COR for this award. The COR and Alternate COR shall have a current Federal Acquisition Certification for CORs (FAC-COR) at the appropriate certification level for the contract. A COR may serve on a contract requiring certification at or below his/her level, but not on one requiring a higher level. The CO shall provide the Contractor with a copy of the COR appointment letter(s). The COR may not re-delegate his or her authority; only the CO has this authority.

c. The COR will manage the contract in coordination with the CO and within the terms of the contract and the boundaries of a COR’s duties as outlined in the document “Instructions for CORs and Their Supervisors.” The COR’s responsibilities include reviewing invoices and charges by the Contractor and informing the CO of areas where exceptions are taken.

d. Only the CO has the authority to change the terms and conditions of this contract. The COR may request a contract modification, but the CO will make the final determination. The COR may not agree to or issue a change to the contract terms and conditions. In the event the Contractor effects changes to the contract at the direction of any person other than the CO, the changes will be considered to have been made without any authority and no adjustments will be made to the contract.

17.5 (SEC 5007.00) Payment Information (Mar 2018)

Unless otherwise stated, payment will be made within the guidelines of the Prompt Payment Act and requires that payment is made within 30 days from receipt of a valid invoice.

18.0 GOVERNMENT-CONTRACTOR RELATIONSHIP

Contractor Personnel Shall Not Exercise Personal Judgment and Discretion on Behalf of the SEC https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 https://einvoice.esc.gov/

The services to be performed under this Contract do not require the Contractor or Contractor Personnel to exercise personal judgment and discretion on behalf of the SEC. Contractor Personnel will act and exercise personal judgment and discretion on behalf of the Contractor.

Rules, regulations, directions, and requirements which are issued by SEC authorities under their responsibility for good order, administration, and security are applicable to all personnel who enter the federal facility or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of SEC control which is inconsistent with a non-personal services contract.

19.0 SPECIAL CONTRACT REQUIREMENTS

19.1 NON-PERSONAL SERVICES

This is not a personal services contract. The Government and the Contractor understand and agree that the services delivered by the Contractor to the Government are non-personal services.

The parties also recognize and agree that no employer-employee or master-servant relationship exists or will exist between the Government and the Contractor. Contractor personnel are not employees of the Federal Government and are not eligible for entitlement and benefits given federal employees.

Contractor personnel under this contract shall not (i) be placed in a position where there is an appearance that they are employed by the Federal Government, or are under the supervision, direction (other than the technical direction with respect to the tasks listed in Statement of Work), or evaluation of a Federal employee, or (ii) be placed in a position of command, supervision, administration or control over Government personnel.

19.2 (SEC 6001.00) SEC NON-DISCLOSURE REQUIREMENTS AND AGREEMENTS

(FEB 2018)

Required non-disclosure agreements are attached and must be completed and returned to the Contracting Officer before starting work under this contract. Note: Electronic and digital signatures are prohibited.

Provisions of the SEC Regulation Concerning Conduct of Members and Employees and Former Members and Employees of the Commission expressly prohibit unauthorized disclosure and improper use of confidential or non-public information or documents. See 17 C.F .R. § 200.7353(b)(1) & (b)(2). The Contractor, and its employees, agents, subcontractors, and subcontractor personnel who will have access to confidential or non-public information or documents in the performance of the contract, agree to be bound by the provisions of Sections 200.735-3(b)(1) and 200.735-3(b)(2) of the SEC's Regulation Concerning Conduct and the terms set forth in the attached non-disclosure agreements (Attachments 1& 2). For purposes of this clause, “confidential or non-public information,” is defined as information generated by or in the possession of the SEC that is commercially valuable, trade secret, market sensitive, proprietary, related to an SEC enforcement or examination matter, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed confidential or non-public by an SEC division director or office head, and is not otherwise available to the public.

An officer or executive authorized to bind the Contractor shall execute the non-disclosure agreement (Attachment 1) on behalf of the Contractor and return it to the Contracting Officer prior to the Contractor commencing work on the contract. The Contractor shall submit to the Contracting Officer a list of its employees, agents, and subcontractors that will be authorized access to SEC information by virtue of performing the requirements set forth in this contract.

Each person identified on the list shall then sign the non-disclosure agreement on behalf of themselves (Attachment 2) and submit it to the Contracting Officer before commencing work on the contract.

The Contractor shall also ensure that all of its employees, agents, and subcontractors assigned to perform the requirements set forth in this contract adhere to the terms of the non-disclosure agreement, protecting all confidential or non-public information, and to not divulge to any unauthorized person. Assignment of staff who has not executed the non-disclosure agreement or failure to adhere to this statement shall result in action by the Contracting Officer, as deemed appropriate. Violation of this clause or the attached non-disclosure agreements by the Contractor, its employees, agents, subcontractors, or subcontractor personnel may result in default of the contract and/or civil suits and/or criminal prosecution.

(End of clause)

19.3 (SEC 6001.01) RESTRICTIONS ON USE, DISCLOSURE, AND DUPLICATION OF

CONFIDENTIAL AND NON-PUBLIC INFORMATION (NOV 2010)

Confidential or non-public information, for purposes of this clause includes but is not limited to, all financial, statistical, personnel and/or technical data which is furnished, produced, generated, or otherwise available to the Contractor, during the performance of this contract. Unless otherwise specified, confidential or non-public information shall not be used for purposes other than performance of work under this contract without the prior written consent of the Contracting Officer. The Contractor, and its employees, agents, subcontractors, and Subcontractor personnel are restricted from duplicating or disclosing confidential or non-public information, in whole or in part, outside the Securities and Exchange Commission (SEC) for purposes other than fulfillment of the requirements set forth in this contract. Any presentation of any confidential or non-public information, or any reports or material derived from confidential or non-public information shall be subject to review of the Contracting Officer prior to publication or dissemination. Any questions about whether information is confidential or non-public shall be referred to the Contracting Officer prior to use disclosure or duplication.

19.4 (SEC 6002.00) TYPE OF CONTRACT (MAR 2009)

This is a multiple award BPA with Time-and-Materials and/or Firm Fixed Price Call Orders.

19.5 (SEC 6003.00) REPRESENTATIONS AND CERTIFICATIONS (MAR 2009)

The Contractor’s completed Representations, Certifications, and Other Statements of Quoters or Respondents is located at https://www.sam.gov/portal/public/SAM/.

19.6 (SEC 6006.00) CONFLICTS OF INTEREST (FEB 2019)

https://www.sam.gov/portal/public/SAM/

(a) General

Subpart 9.5 of the Federal Acquisition Regulation (FAR) 48 C.F.R. 9.5, prescribes responsibilities, general rules, and procedures for identifying, evaluating, and resolving organization conflicts of interest.

(b) Purpose

The purpose of this SEC Instruction (SECI) is to avoid, neutralize, or otherwise mitigate organizational conflicts of interest which might exist related to a Contractor’s performance of work required by this contract. Such conflicts may arise in situations including, but not limited to:

(1) A Contractor’s participation as a Quoter, or representative of a Quoter, in a procurement in which it has provided assistance in the preparation of the Government’s requirements and specifications;

(2) A Contractor providing advisory assistance to the Government for a procurement in which the Contractor, or a firm which the Contractor represents, is an actual or potential Quoter; and

(3) A Contractor’s participation as a Quoter, or representative of a Quoter, in a procurement where the Contractor has obtained confidential or proprietary information relating to competing quotes as a result of the Contractor’s work on prior contracts.

(c) Definition

For the purposes of this SECI, the term “Contractor” means: the Contractor; any of the Contractor’s parents, affiliates, or other entities in which the Contractor or such parents or affiliates have a financial interest; successors in interest to the Contractor or any of its parents or affiliates; proposed consultants or subcontractors at any tier; and employees thereof.

(d) Restrictions

The Contractor agrees:

(1) To remain ineligible to participate in any capacity (including participating as a prime contractor, subcontractor, or as the representative of another party) in quotes, contracts, or subcontracts (whether solicited or unsolicited) that directly relate to the Contractor’s performance of work under this contract.

(2) To execute, prior to beginning work on a contract, such Confidentiality Agreements, Non-Disclosure Agreements, or other documents which the Contracting Officer may, in their sole discretion, require in order to protect the proprietary nature or confidentiality of information provided by the Government or otherwise received by the Contractor in connection with its work under this contract.

(3) As otherwise provided in this contract, not to accept any compensation or any other form of payment from a broker, potential lessor, or any source other than the Government for services rendered under this contract, and to employ aggressive strategies to minimize the Government’s lease costs where the Contractor would be entitled by common business practice to receive a real estate commission or any form of payment from a broker, potential lessor, or other party, for work performed under this contract.

(4) To immediately notify the Contracting Officer of any quote of compensation, other form of payment, or thing of value, made by a broker, potential lessor, or any source other than the Government to the Contractor related to services rendered under this Contract, regardless of whether such quote was made during Contractor’s performance of work under a given contract or subsequent to Contractor’s completion of work under such contract.

(5) Prior to the acceptance of a contract, request to immediately notify the Contracting Officer of any potential conflict of interest which would prevent or limit the Contractor’s ability to perform the work required under the contract.

(6) To immediately notify the Contracting Officer of any conflict of interest discovered during the Contractor’s performance of work pursuant to a Government contract;

provided that the Contracting Officer shall have the right to impose such restrictions as they deem appropriate on Contractor’s performance based on the existence of such a conflict or, if the Contracting Officer determines that such restrictions would not adequately address the conflict of interest at issue, to terminate the Contractor’s performance of work under the contract at no cost to the Government.

(7) As otherwise provided in this contract, that if the Contractor declines to accept a task order request and subsequently participates (either directly or as a representative of another party) in a Government procurement action that was the subject of the task order request, then the fee which the Contractor would have been entitled to receive for such task order work or the fee actually paid by the Government for the task order’s performance by another contractor, whichever is greater, shall be applied toward the Contractor’s minimum order guarantee.

(8) That in the event that the Contractor knowingly withholds the existence of a conflict of interest from the Government, that the Contracting Officer may terminate this contract at no cost to the Government and any minimum guarantee(s) otherwise applicable to the Contractor will be forfeited; provided, that the foregoing shall be in addition to all other remedies and causes of action which the Government may have against the Contractor, including the suspension and/or debarment of the Contractor.

(9) To include this Conflict of Interest SEC Instruction, including this subparagraph, in all of the Contractor’s subcontracts at all tiers (appropriately modified to preserve the Government’s rights hereunder) which involve the performance of work by subcontractors in support of this contract.

(10) That, in addition to the remedies enumerated above, the Government may terminate this contract for cause in the event of the Contractor’s breach of any of the above restrictions.

19.7 (SEC 6010.01) Key Personnel (July 2019)

Key personnel is/are essential to the successful performance of work under this contract. Key personnel shall be available as necessary to efficiently manage the work of the contract and shall be available on the effective date of award. The designated key personnel for this award is [To be determined].

19.8 (SEC 6012.05) PERSONALLY IDENTIFIABLE INFORMATION (PII) IN

CONTRACTS TO DESIGN, DEVELOP, OPERATE, OR MAINTAIN A SYSTEM OF

RECORDS (June 2019)

A Contractor that designs, develops, operates or maintains a system of records on behalf of the agency to accomplish an agency function or otherwise maintains Personally Identifiable Information (PII) in the performance of this contract shall, prior to taking such action, comply with the following requirements:

a) The Contractor shall have established policies and procedures in place to safeguard PII.

The policies and procedures shall provide the Contractor’s processes for identifying, assessing and mitigating privacy risks associated with PII. The policies and procedures shall also cover training of employees on their roles and responsibilities for safeguarding PII and reporting suspected or confirmed compromise of PII.

b) The Contractor shall also ensure that all processes, procedures and equipment associated with PII comply with all laws, regulations, and security mandates as defined by National Institute of Standards and Technology (NIST) Special Publication (SP) 800-61 Revision 2 or the latest revision, and SEC policies developed to safeguard the confidentially, integrity and availability of SEC data that may contain PII. In support of these requirements, the Contractor shall have:

• policies, procedures, and mechanisms designed to restrict access to SEC data on Contractor, subcontractor, or SEC inter/intra agency partner systems exclusively to authorized personnel;

• policies, procedures, and mechanisms that prevent transmission or disclosure of SEC data to an unauthorized party;

• policies, procedures, and mechanisms that ensure SEC data on portable devices are encrypted using methods compliant with Federal Information Processing Standard 140-2; and

• policies, procedures, and mechanisms that ensure SEC data transmitted across public networks (i.e., the Internet) by the Contractor, or its employees, agents or subcontractors, are protected using secure communications, including the use of Transport Layer Security (TLS) protocol and the Advanced Encryption Standard (AES) 256 bit encryption algorithm.

c) The Contractor shall make its privacy policies and procedures that describe administrative, physical, and technical safeguards to protect PII available for review by the SEC Office of Information Security within 10 business days of request.

d) The Contractor shall ensure that those individuals adhere to the Contractor’s policies and procedures relating to PII and to SEC-prescribed policies and procedures for the safe handling of SEC PII, including privacy and security training requirements and privacy incident management.

e) The Contractor’s employees, agents, and subcontractors shall immediately alert the SEC of any event, including the suspected or confirmed loss of PII. Notification must be made to the SEC of a breach as soon as practicable, but no later than twenty-four (24) hours after the Contractor becomes aware of it by contacting the SEC Service Desk at (202)551-4357. The Contractor shall act in accordance with its policies and procedures in the event of any suspected loss of PII and shall support the SEC’s investigation and resolution of reported incidents as requested by the SEC. For purposes of this Instruction, a “suspected loss of PII” shall be interpreted liberally to mean any situation in which the loss of PII or unapproved access to PII is deemed a reasonable possibility.

f) Return or Destruction of PII. At any time during the term of this contract at the SEC’s written request or upon the termination or expiration of this contract for any reason, unless otherwise required by law to be retained, the Contractor shall, and shall instruct all authorized personnel to, promptly return to the SEC all copies, whether in written, electronic or other form or media, of PII in its possession or the possession of such authorized personnel, or securely dispose of all such copies, and certify in writing to the SEC that such PII has been returned to SEC or disposed of securely. The destruction of PII shall be performed according to NIST approved methods.

19.9 (SEC 6017.00) COMMUNICATING NON-PUBLIC OR SENSITIVE

INFORMATION (MAY 2013)

When communicating “Non-public or Sensitive information” via email, during the period of this contract, the Contractor shall submit all such communications using Zixmail. ZixMail encrypts outgoing messages, decrypts and validates incoming messages, and authenticates both the sender's and recipient's e-mail identities. The Contractor shall use the following instructions for using Zixmail:*

Login at U.S. Securities and Exchange Commission Secure Email Password Authorization View message under the “Inbox” tab or create and send new messages from the “Compose” tab.

Messages are created and sent similar to a typical e-mail messaging system and include:

Recipients, CC, subject line, body and attachments.

*Notes: The Contractor must register a new account first at U.S. Securities and Exchange Commission Secure Email Password Authorization prior to reading or sending encrypted messages. The Contractor will be provided with a link to create an account the first time you send them an encrypted message. This link will also be used by the Contractor subsequently to read and compose messages. The Contractor can only send encrypted e-mail messages from the ZixMail portal to SEC employees. All e-mail contents, including attachments, are encrypted when sent using this method.”

19.10 (SEC 6018.00) CONTRACTOR PERFORMANCE EVALUATION (MAY 2013)

Prior to the exercise of an option under the contract/order or at the end of the conclusion of work under the contract/order, the SEC will submit an electronic record of the Contractor’s performance to the Contractors Performance Assessment Retrieval System (CPARS) for processing. Once the evaluation is processed in CPARS, it will be made available in the Past Performance Information Retrieval System (PPIRS) for Government use in evaluating the Contractor’s past performance as part of a source selection action.

No later than 30 days after award, the Contractor shall furnish the Contracting Officer with the name, position title, phone number, and email address of the Contractor’s representative designated to have access to the evaluation for this contract.

The Contracting Officer will ensure that the information regarding the Contractor’s designated representative is provided to the SEC Contractor Performance Assessment Reporting System Focal Point.

The Contractor’s designated representative will have the ability to review, comment, and state whether or not the Contractor agrees with the evaluation and return the evaluation to the Contracting Officer Representative (COR) within 30 calendar days after its receipt.

If the Contractor desires a meeting to discuss the evaluation, it must be requested, in writing, no later than seven calendar days from the receipt of the evaluation. This meeting will be held during the Contractor’s 30-calendar day review period. If after the meeting, the Contractor disagrees with assessment, the Contractor may request that the Office of Acquisition Operations Branch Chief resolve the matter.

It shall be the sole responsibility of the Contractor to inform the Contracting Officer or COR of any changes to the Contractor’s designated representative. Any such changes do not require a modification to the terms and conditions of the contract/order.

19.11 STAFFING REQUIREMENTS

English Language: Contractor Personnel performing work under the Contract shall read, write, speak, and understand the English language.

19.12 (SEC 6019.01) - MANDATORY TRAINING FOR CONTRACTOR PERSONNEL

WITHOUT ACCESS TO SEC COMPUTER NETWORKS (September 2019)

(1) Contractor employees, agents, and subcontractor personnel (collectively, “Contractor Personnel”) with access to non-public SEC information and data, without access to SEC Computer Networks, must complete initial mandatory training, including the following:

• Privacy and Information Security Awareness (PISA) & Rules of the Road (RotR)

• Protecting Nonpublic Information at the SEC for Contractor Personnel

• Records Management

• Continuity of Operations (COOP)

• Any other required training listed in LEAP for each individual contractor personnel

(2) Contractor personnel with access to non-public SEC information and data, without access to SEC Computer Networks, must complete the PISA/RotR prior to starting work on this contract. The Contractor shall document completion by providing copies of Attachment 3: Training Notice and Confirmation Form, with Acknowledgment I completed, to the COR. All other trainings are to be completed as soon as practicable, but no later than 30 days after contract award. The Contractor shall provide copies of Attachment 3: Training Notice and Confirmation Form, with Acknowledgment II completed, to the COR no later than 30 days after contract award.

Contractor Personnel must complete annual refresher mandatory trainings in accordance with the SEC-wide mandatory training schedule established each year.

19.13 (SEC 6020.00) - CONTRACTOR WORKFORCE INCLUSION (AUG 2015)

The Contractor confirms its commitment to equal opportunity in employment and contracting, and that it shall ensure, to the maximum extent possible and consistent with applicable law, the fair inclusion of minorities and women in its workforce.

The Contractor shall insert the substance of this contract standard in each subcontract for services awarded for performance of this contract with a dollar value of $100,000 or more.

Within ten (10) business days of a written request from the Director of the Commission’s Office of Minority and Women Inclusion (OMWI Director) or designee, or such longer time as the OMWI Director or designee determines, and without any additional consideration, action or authorization required from the OMWI Director, the Contractor shall provide documentation, satisfactory to the OMWI Director, of the actions it has undertaken (and as applicable, the actions each covered subcontractor under the contract has undertaken) to demonstrate its good faith efforts to comply with the aforementioned provisions.

For purposes of this contract, “good faith efforts” shall include actions by the Contractor (and as applicable, actions by each covered subcontractor under the Service Contract) to identify and, if present, remove barriers to minority and women employment or expansion of employment opportunities for minorities and women within its workforce. Efforts to remove such barriers may include, but are not limited to, recruiting to ensure that applicant pools include minorities and women, providing job-related training, or other activity that could lead to removing such barriers.

The documentation requested by the OMWI Director or designee to demonstrate good faith efforts may include, but is not limited to, one or more of the following:

a. The total number of Contractor’s employees, and the number of employees by race, ethnicity, gender, and job title or EEO-1 Report job category (e.g., EEO-1 Report(s));

b. A list of covered subcontract awards for services under the contract, and for each covered subcontract award, the dollar amount, date of award, and the subcontractor’s race, ethnicity, and/or gender ownership status;

c. The contractor’s plan for ensuring the fair inclusion of minorities and women in its workforce, including outreach efforts; and

d. For each covered subcontractor, the documentation specified in paragraphs a. and c.

above.

Consistent with Section 342(c)(3) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), 12 U.S.C. 5452(c)(3), a Contractor’s failure to demonstrate to the OMWI Director that it has made good faith efforts to include minorities and women in its workforce (and as applicable, failure to demonstrate that its subcontractor(s) has made such good faith efforts) may result in termination of the contract for default after the contractor is provided written notice and an opportunity to cure the failure in accordance with the procedures set forth in FAR Subpart 49.402-3(d), other contractual remedies, referral to the Office of Federal Contract Compliance Programs (OFCCP), or other appropriate action.

Compliance with this standard does not necessarily satisfy the requirements of EO 11246, as amended, nor does it preclude OFCCP compliance evaluations and/or…