SEC_Clauses_Document_(Draft).pdf

SEC Clauses

2001.00 Preservation, packaging, packing, and marking of all deliverable contract line items must conform to normal commercial packing standards to assure safe delivery at destination.

3001.01 Inspection and Acceptance by the Contracting Officer’s Representative (COR) (Aug 2013)

Inspection and Acceptance of supplies and/or services to be furnished under this contract will be performed by the Contracting Officer’s Representative (COR) – [FILLIN#1# insert COR’s name here].

Inspection and Acceptance will be performed at the Securities and Exchange Commission, [FILLIN#2# insert address here].

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

The period of performance for CLINS [FILLIN #1# insert Starting CLIN here] through [FILLIN#2# insert Ending CLIN here], [FILLIN#3# insert MM/DD/YYYY here] to [FILLIN#4# insert MM/DD/YYYY here].

4003.00 Place of Delivery – FOB Destination (Jun 2013)

The deliverables to be furnished under this contract shall be delivered to the following address:

U.S. Securities and Exchange Commission [FILLIN#1# insert Area Name here] Regional Office [FILLIN#2# insert Address here] Attn: [FILLIN#3# insert Name here] Phone Number: [FILLIN#4# insert Phone Number here]

E-mail: [FILLIN#5# insert E-mail Address here]

Status Reports

The contractor shall submit a monthly status report, via email, of all work performed under this contract by the 15th of each month. The progress report shall contain the following information:

(a) Summary of progress during the reporting period (include any significant technical information).

(b) Unanticipated technical or management problems of significance.

(c) Problems anticipated in future reporting periods.

(d) Summary of important meetings, briefings, trips and conferences during the period of the report and those planned for the following period.

(g) Labor hours utilized versus labor hours planned per task; this information shall be reported both

(1) for the reporting period being and (2) for the entire contract (cumulative) through the most recent reporting period.

(h) Total cost (by cost element) versus budgeted task. The breakdown shall represent the period being reported on as well as the entire contract (cumulative) through the most recent reporting period.

(i) Statement that the contract can or cannot be completed within the total estimated cost.

(j) Statement of projection (budget) for the next reporting period.

All reports and correspondence, except as otherwise specified, shall be directed to the SEC points of contact identified in Section G of this contract.

4003.01 Schedule of Deliverables (Feb 2012)

TBD

5001.00 Contract Administration (Dec 2011)

This contract will be administered by the SEC’s Office of Acquisitions. All inquiries should be directed to the following address:

Securities and Exchange Commission Office of Acquisitions Attn: Patrick Sisk Email: siskp@sec.gov Room 4222 100 F Street, NE Washington, DC 20549

5001.02 Contract Administration for Severable Services (Aug 2013)

The services for the contract are considered severable services. Severable services are assigned to contractor personnel (CP) at time of award and need only information provided by SEC employees to complete the daily work. The Contracting Officer’s Representative (COR) will review deliverables within the time frames indicated in SEC clause 4003.00 – Schedule of Deliverables.

5003.00 Submission of Invoices (Apr 2012)

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

Invoices shall be submitted on a [FILLIN#1# insert Frequency of Invoice Submission here] basis.

Contractors should 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.

Electronic/e-mail Invoice Instructions:

Invoices must be in PDF Format and may not exceed 10MB Subject Line: Company name and the invoice number e-mail Message:

Company logo or letterhead Company name and payment address Company point of contact (POC) for the invoice with phone and e-mail Invoice Number SEC Contract or Order number

SEC COR

For supplies: contract line item number, item description, quantity delivered, and unit and extended price, per Section B CLIN structure

For services: contract line item number, item description, period of performance and associated costs, per Section B, contract line item, CLIN, structure

Shipping and handling charges, if applicable

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. If you have questions regarding submission of invoices, the SEC’s Office of Financial Management may be reached at (202) 551-7860.

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

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)

6003.00 Representations and Certifications (Mar 2009)

The Contractor’s completed Representations, Certifications, and Other Statements of Offerors or Respondents is incorporated herein by reference.

6005.00 Other Direct Costs (Aug 2011)

All approved travel related expenses will be reimbursed in accordance with the current Federal Travel Regulation found at http://www.gsa.gov/portal/content/102886.

The reimbursement of travel expenses is subject to the following limitations: (1) any subsistence allowance (i.e., meals and lodging) is limited by a per diem allowance prescribed by the link above; (2) expenses incurred as a result of travel using a personal automobile are reimbursed as prescribed by the link above; (3) reimbursement of air and train travel is limited to the most economical rate and reasonable traveled route; and (4) each out-of-pocket travel and allowable miscellaneous administrative expense exceeding $75 requires a receipt that is to be attached to the expert’s invoice.

6006.00 Conflicts of Interest (Feb 2019)

(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 offeror, or representative of a offeror, 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 offeror; and

(3) A Contractor’s participation as a offeror, or representative of a offeror, in a procurement where the Contractor has obtained confidential or proprietary information relating to competing offers 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 offers, 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 offer 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 offer 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.

6010.04 Contractor Responsibilities/Standards of Conduct (Jul 2013)

The Contractor shall furnish all managerial, supervisory, and personnel to successfully, effectively, and efficiently accomplish all work required by this contract. Contractor personnel are employees of the Contractor and under its administrative control and supervision. Contractor personnel are not employees of the Government.

The Contractor shall select, supervise, and exercise control and direction over its employees under this contract. The SEC will not exercise any supervision over the Contractor’s employees, but may, in coordination with Contractor management, provide sufficient direction to contractor personnel to ensure that the purposes of the contract are met and the government’s interests are protected.

Contractor shall be responsible for:

Approving time cards of its employees.

Approving leave requests of its employees.

Performing performance evaluations of its employees.

Making hiring and firing decisions for its employees.

Informing its employees that they are not employees of the SEC and have not received an appointment in the federal service.

Informing its employees that they are not to accept direction from employees of the SEC beyond that required to accomplish the purposes of the Contract.

Informing its employees that deliverables must be marked with employer’s logo or other marking legend (as appropriate to the deliverable) and it must be removable if the SEC elects to use the deliverable as SEC materials. This applies to reports, slides, and other documents called out in the contract as deliverables.

Informing its employees that the Contractor is responsible for approval of their time cards, leave requests and performance evaluations, and for hiring and firing decisions.

Directing their employees to identify themselves in their communications (and in their work product as appropriate) as contractors rather than SEC or Federal employees, and ensuring that they in fact do so.

Directing their employees to display their distinguishing badges or other visible identification of their status as contractors at meetings with government or outside personnel.

Considering during their performance of the contract whether any actions they are taking would limit the ability of an SEC employee to exercise discretion on an inherently governmental function and bring such actions to the attention of the COR.

The Contractor is accountable to the SEC for the actions of its personnel. The Contractor’s employees, when on-site at SEC facilities under this contract, shall only engage in duties specified in the statement of work, task order or other work statement, and not in other business, or political, charitable, or other duties. The Contractor shall not recruit on SEC premises or otherwise act to disrupt official SEC business.

The Contractor shall be responsible when its employees are on site at the SEC for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity, and shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. Contractor employees are expected to adhere to standards of conduct that reflect credit on themselves, their employer, the SEC and the Federal Government.

6011.00 Status of Proposal in Awarded Contracts (Mar 2009)

Unless otherwise directed by the Contracting Officer, at her/his sole discretion, some or all of the successful Offeror’s technical and price proposal may be a part of the contract resulting from this solicitation. The technical and price proposal will be given precedence in the following order:

(a) The Schedule.

(b) Representations and other instructions.

(c) Contract clauses.

(d) Other documents, exhibits, and attachments.

(e) The specifications.

(f) The proposal.

6012.00 Security and Privacy Act Matters (Mar 2009)

The security classification for work performed under this contract is Public Trust. The documents that shall be reviewed and produced are non-public and sensitive in nature and shall be protected from unauthorized disclosure. Work on this project request that personnel have access to Privacy Act Information. Personnel shall adhere to the Privacy Act, Title 5 of the U.S. Code, Section 552a and applicable agency rules and regulations.

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.

6016.00 Supplies (Jan 2013, Revised May 2, 2013)

The Contractor shall provide all supplies to support the requirements of this award. The SEC will not provide supplies used in the normal daily performance of work such as note paper, pens, calendars, staplers, etc. If there is a need for specific supplies required by the performance of the work, the Contractor’s Program Manager shall notify the Contracting Officer’s Representative (COR).

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.”

ELECTRONIC INFORMATION TECHNOLOGY (EIT):

In accordance with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), all EIT supplies and services provided under this contract must comply with the applicable accessibility standards issued by the Architectural and Transportation Barriers Compliance Board at 36 CFR Part 1194 (see FAR Subpart 39.2). Electronic and information technology (EIT) is defined at FAR 2.101.

SEC 6019.00 – Mandatory Training for Contractor Personnel (OCT 2014)

(1) Contractor employees, agents, and subcontractor personnel (collectively, “Contractor Personnel”) must complete initial mandatory training, including the following:

Protecting Nonpublic Information at the SEC for Contractors (CCCMS-All-101- PrtrNPubInC)

Cyber Security and Privacy Awareness

Records Management

No Fear Act

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

(2) All mandatory training will be available through SEC’s online learning management system, LEAP. All mandatory trainings must be completed as soon as practicable, but not later than the deadline shown on the individual Contractor Personnel’s LEAP “To Do List”. Contractor Personnel must complete annual refresher mandatory trainings in accordance with the SEC-wide mandatory training schedule established each year.

(3) Additional IT Security Training may be required whenever there is a significant change in the SEC information system environment or procedures or when Contractor Personnel enter a new position that requires additional role-specific training in accordance with 5 CFR 930.301(5)(d).

(4) Contract Personnel designated by the government as having “significant IT security responsibilities” may be required to take security training related to their role as directed by the Contracting Officer’s Representative (COR).

(5) The Contractor shall ensure that all Contractor Personnel assigned to perform the requirements set forth in this contract timely complete all mandatory training requirements.

SEC 6019.01 Attachment - Mandatory Training for Contractor Personnel Without Access to SEC Computer Networks

As an SEC contractor performing the requirements set forth in SEC Contract No: {delete this instructional text and replace it with the CONTRACT NUMBER}, you are required to complete mandatory training on safeguarding SEC information and records that are not readily available to the public. This training is mandated by federal law and/or your company’s contract with the SEC.

You are required to complete the following initial trainings as soon as practicable, but no later than 30 days after contract award:

Protecting Nonpublic Information at the SEC for Contractors Cyber Security and Privacy Awareness Records Management

Please complete the training and return this sheet to the Contracting Officer’s Representative (COR)

{DELETE THIS INSTRUCTIONAL TEXT AND REPLACE IT WITH THE COR’S NAME AND

EMAIL ADDRESS} and CPMandatoryTraining@sec.gov as soon as practicable, but no later than 30 days after contract award. Training is not considered completed until the COR has this form. The COR will remind you of annual training requirements.

Contractor Personnel’s Confirmation of Training

I confirm that I completed the following trainings on the date given below. {MODIFY TEXT TO

INCLUDE APPLICABLE MANDATORY TRAINING FOR CONTRACT PERSONNEL AND

DELETE THIS INSTRUCTIONAL TEXT}

____ Protecting Nonpublic Information at the SEC for Contractors ____ Cyber Security and Privacy Awareness ____ Records Management

Date training completed: ___/___/_____

The next time I will take this training will be (put date one year in future): ___/___/_____

My signature: _____________________________________________