401(k)_Solicitation_CC13HQR0004.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

OCC-DCOC01 CODE 16. ADMINISTERED BYCODE

X

X

523120

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED OROCC

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

04/05/2013 1500 ET

03/08/2013

DARRYLE BROWN

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

CC13HQR0004

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 70 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

WASHINGTON DC 20219

400 7TH STREET SW

HEADQUARTERS BUILDING

15. DELIVER TO

Washington DC 20219

400 7TH STREET SW

Acquisitions Management

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$7.0

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

Comptroller of the Currency

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0001 OCC and OTS 401(K) Plan recordkeeping, investment management, and trustee services.

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

MARGUERITE G. BROWN

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDEND

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

70 2 of

Solicitation No: CC13HQR0004 Page 3 of 70

PART I

SECTION B

SUPPLIES OR SERVICES AND PRICE/COSTS

DESCRIPTION OF SERVICES

B.1 SCOPE OF WORK

The services under this contract shall include:

Investment Management Services with a full range of investment options covering all asset classes (shall not be exclusively proprietary funds)

Administration and Recordkeeping Services Daily Valued Recordkeeping System Trustee Services Education/Communication Services

Services under the current contract for the OCC and OTS 401(k) Plans expire December 31, 2013. Any conversion to a new service provider shall be completed by January 1, 2014.

B.2 PRICE:

This contract will be a firm fixed price service contract. The Contractor shall have the capability to meet all operational requirements specified in the STATEMENT OF WORK (SOW).

B.3 TERM OF SERVICES

The Contractor shall furnish all materials, labor, equipment and facilities except as specified herein to be furnished by the Government, and shall do all that which is necessary or incidental to the satisfactory and timely performance of the requirements.

The Contractor may propose a CLIN structure of its own choosing. The table below is provided for illustrative purposes:

Contract Line Item Number Description

Unit Qty Fixed Price (FP) Total FP

Transition/Conversion Period

*CLIN 0001a Transition/Conversion Activities

MO 6

Base Period

CLIN 0001b

OCC 401 (K) Plan recordkeeping, investment management, and trustee services

QTR 8

Solicitation No: CC13HQR0004 Page 4 of 70

CLIN 0001c

OTS 401 (K) Plan recordkeeping, investment management, and

Option Period 1

CLIN 0002a

OCC 401 (K) Plan recordkeeping, investment management, and

CLIN 0002b investment management, and

Option Period 2

CLIN 0003a

OCC 401 (K) Plan recordkeeping, investment management, and

CLIN 0003b investment management, and

Option Period 3

CLIN 0004a

OCC 401 (K) Plan recordkeeping, investment management, and

CLIN 0004b investment management, and

Option Period 4

CLIN 0005a

OCC 401 (K) Plan recordkeeping, investment management, and

CLIN 0005b investment management, and

**CLIN 0005c Transition/Conversion Period MO 6

TOTAL FIXED PRICE CONTRACT VALUE:

*CLIN 0001a Transition/Conversion Period:

The price proposal shall stipulate any transition/conversion related expenses to be incurred by the government if these activities will be provided at a cost to the government.

**CLIN 0005c Transition/Conversion Period:

If applicable, the transition/conversion period will overlap with CLIN 0005a and 0005b activities.

The price proposal shall stipulate any transition/conversion related expenses to be incurred by the government if these activities will be provided at a cost to the government.

Solicitation No: CC13HQR0004 Page 5 of 70

SECTION C

STATEMENT OF WORK (SOW)

C.1 BACKGROUND

The Office of the Comptroller of the Currency (OCC) is a bureau of the Department of Treasury.

The OCC supervises national banks and federal thrifts. OCC’s funds are, by statute, not appropriated. OCC is the Plan Sponsor for two 401(k) Plans: — 1) the OCC 401(k) Plan and 2) the Office of Thrift Supervision (OTS) 401(k) Plan.

OCC 401(k) Plan

The OCC established a 401(k) plan for its employees in January 2000. The OCC’s plan is an individually designed plan.

OTS 401(k) Plan

The OTS established its 401(k) plan in October 1989. The OTS plan is an individually-designed plan. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd- Frank), the OCC and the OTS were merged and the OCC assumed responsibility for the OTS 401(k) Plan. Pursuant to Dodd-Frank, employees of the OTS were transferred to the OCC, Federal Deposit Insurance Corporation (FDIC) or the Consumer Financial Protection Bureau (CFPB). Those employees who transferred to the OCC, FDIC and CFPB must, by statute, be allowed to continue participation in the OTS 401(k) Plan. Therefore, the FDIC and CFPB are participating employers in the OTS 401(k) Plan and some former OTS employees who are now employed by the FDIC and CFPB participate in the OTS 401(k) Plan.

Dodd-Frank created the Office of Financial Research (OFR), an independent agency within the Department of Treasury. OFR employees are eligible to participate in the OTS 401(k) Plan and the OCC anticipates that OFR will become a participating employer in the OTS 401(k) Plan in the second quarter of 2013.

The OTS 401(k) plan was transitioned to the OCC and continues for its former employees.

Current Third Party Plan Administrator, Investment Manager and Trustee

Charles Schwab Services currently provides enrollment, education, recordkeeping, and administrative services for all investment options for the OCC and OTS 401(k) Plans. Charles Schwab Trust Company provides investment management/trustee services for plan assets.

All eligible employees participate in the Federal Employees Retirement System (FERS), the Civil Service Retirement System (CSRS), or the Financial Institutions Retirement Fund (FIRF) which are all defined benefit plans. Both FERS and CSRS are contributory plans, and FIRF is a non-contributory plan. Approximately 83% of OCC employees participate in the FERS retirement system, 11% in CSRS, 6% in FIRF and 1% under Social Security only. OFR, CFPB

Solicitation No: CC13HQR0004 Page 6 of 70 and FDIC have similar diversification numbers to the OCC. Many eligible employees also participate in the Thrift Savings Plan (TSP), the federal tax deferred defined contribution plan.

Employees participating in FIRF are not eligible to participate in the TSP. Approximately, 87% of OCC employees participate in the TSP and 95.5% participate in either the OCC or OTS 401(k) Plans (OCC = 96.1% and OTS = 94.8%). The OFR, CFPB and FDIC have similar TSP participation rates.

Further, there are eight former OTS employees at the CFPB who are FERS covered employees and participate in both the TSP and OTS 401(k) Plan; and, 20 who are covered under FIRF and participate only in the OTS 401(k) Plan. There are 55 employees at the FDIC who participate in both the TSP and OTS 401(k) Plan. Also, there are 32 FIRF covered employees at the FDIC who participate in the OTS 401(k) Plan only.

OCC and OTS 401(k) plan participants may defer up to one hundred percent of adjusted base salary and receive an agency matching contribution of one percent (1%), (except FIRF participants who receive up to a three percent (3%) agency matching contribution). In addition, the current employer contribution on a bi-weekly basis is four percent (4%) to all employees’ 401(k) accounts. Both the OCC and OTS 401(k) Plans allow for discretionary contributions by the employer. For the past eight years, the OCC has contributed an additional $1,000, to all employees’ OCC 401(k) accounts. Discretionary contributions have been made even if employees are not actively participating in the OCC Plan. The OFR, as a participating employer expects to make discretionary contributions.

Currently, the OCC and OTS 401(k) Plans have 5,147 participants and combined assets of $500 million. The OFR current population is approximately 150 and is anticipated to grow to around 250 employees. An overview of the both Plans, including employee demographics, is provided in Appendix A.

Both 401(k) Plans provide employees a diverse mix of investments. The funds menu includes the following asset classes: Balanced funds, Fixed Income, Stable Value, International Equity, S & P 500 Index Fund, Large Cap Growth, Large Cap Value, Large Cap Blend, Small and Midcap Growth, Small and Midcap Value and a Guaranteed Income Fund (cash equivalent). The OTS Plan also includes an “Open Platform” offering.

The OCC and OTS 401(k) plans are administered by the OCC. Each Plan has an oversight committee that coordinates overall administration of the plans. Both oversight committees are comprised of seven individuals, representing both management and employees, who serve as the Plan trustees. In addition to the Senior Deputy Comptroller for Office of Management and Chief Financial Officer, and the Director for Administrative and Internal Law, who serve on both Committees, the committees are comprised of a Economics member (Risk Analysis), OCC National Bank Examiners (several with Asset Management Expertise) , and employee representatives (Bank Examiners), plus a FDIC and CFPB designated member.

See Appendix B1 and B2 for the Summary Plan Descriptions (SPD) for the OCC and OTS Plans. See Appendix C for the Investment Policy Statements for both Plans.

Additional information regarding the OCC is available at www.occ.gov.

http://www.occ.gov/

Solicitation No: CC13HQR0004 Page 7 of 70

C.2 OBJECTIVES

OCC seeks the services of an experienced and qualified contractor to provide recordkeeping, investment management, and trustee services for its 401(k) plans. The OCC seeks a provider that:

• Understands how the federal government’s Thrift Savings Plan program interacts with the Agency’s OCC and OTS 401(k) Plans and programs

• Understands how a non-contributory defined benefit plan (similar to FIRF) interacts with the 401(k) Plan program

• Understands Federal defined benefit plans and their plan features and provisions of law

• Establishes a high level of data integrity to ensure maximum security

• Demonstrates reliability and an on-going commitment to quality and technology

• Offers competitively priced services

• Offers Performance Guarantees based on services performed

• Offers Industry leading financial education and advice tools (financial planning booklets/guides, retirement seminars, retirement calculators, Morningstar, Financial Engines, Guided Choice, etc.)

• Offers financial consultants to provide retirement planning, building financial wealth, debt management, investing advice, etc.

• Offers a stable value fund and Individual Brokerage Account for the OTS Plan (options are not included in the OCC Plan, and are not being considered).

• Provides proactive account management and team-based orientation

• Provides an industry fee-benchmarking study at least every 2 years

• Possesses an established a formal Peer Review Program

• Possesses a significant understanding of governmental or large company payroll operations and transmittal of file data

• Possesses the capability to service two separate plans and to do so on a single platform, which will provide for:

1. A consolidated service team

2. A consolidated operations team

3. A consistent transparent participant experience

4. A consistent plan sponsor experience

5. A consistent plan sponsor reporting mechanism

6. A single Plan Sponsor website with cross functional administrator access

7. A single Participant Call Center with access to both plans

C.3 PROGRAM AND PROJECT MANAGEMENT

The Contractor shall conduct program and project management activities. The performance of the Contractor’s program and project management activities under this contract shall be accomplished consistent with the requirements set forth in this SOW, in accordance with industry best practices.

Solicitation No: CC13HQR0004 Page 8 of 70

C.4 QUALITY CONTROL

The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this SOW. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of incidents, problems, errors and deficient processes, procedures and services. The Contractor’s quality control program is the means by which the Contractor assures work complies with the requirements of the contract. The contractor shall implement processes that promote operational efficiency and effectiveness.

The Contractor shall manage quality assurance and performance measurement methods by performing the following:

• Gather and present service performance information;

• Perform quality audits of processes and documentation;

• Monitor quality control activities;

• Monitor and measure specific elements of performance;

• Archive discrepant performance incidents and events so that root cause analyses can be performed by corresponding support groups;

• Develop and manage continuous process improvement.

C.5 GOVERNMENT FURNISHED INFORMATION, PROPERTY & SERVICES

Participant and all other information necessary to perform under this Contract shall be furnished by the government.

[END OF SECTION C]

Solicitation No: CC13HQR0004 Page 9 of 70

SECTION D

PACKAGING AND MARKING

D.1. PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information, including forms, reports, etc., to the Contracting Officer or the COR shall be paid by the Contractor.

D.2. MARKING

All information submitted to the Contracting Officer or the COR shall be clearly marked to show the following:

1. Name of the Contractor

2. Contract Number; and

3. Consignee’s name and address

D.3. REPORT COVER SHEET

Each report submitted by the Contractor shall have a cover sheet containing the following information:

1. Title of Report

2. Report Number or Type

3. Period covered by the report

4. Contract Number

5. Name and address of the contractor

6. Name of the COR

[END OF SECTION D]

Solicitation No: CC13HQR0004 Page 10 of 70

SECTION E

INSPECTION AND ACCEPTANCE

E.1. INSPECTION AND ACCEPTANCE

(a) Inspection and acceptance of services will be in accordance with FAR 52.212-4(a).

(b) All work and services shall be subject to review by the Government. During performance of the work hereunder, the Contracting Officer’s Representative (COR) and the contractor shall jointly review the progress of the services. The review will include discussion of any problems encountered and possible solutions to each problem.

Recurring problems will be documented by the COR and forwarded to the Contracting Officer.

[END OF SECTION E]

Solicitation No: CC13HQR0004 Page 11 of 70

SECTION F

DELIVERIES OR PERFORMANCE

F.1. PERIOD OF PERFORMANCE

The government intends to award a multi-year contract. There shall be a six (6) month Transition/Conversion Period from July 1, 2013 to December 31, 2013, followed by a two (2) year base period and four (4) two (2) year option periods. The Contractor shall assume full plan administration responsibilities in accordance with the SOW on the Base Period, beginning January 1, 2014 through December 31, 2015. If the Government decides to exercise the option periods, the following periods will be exercised:

Option Period I – January 1, 2016 – December 31, 2017 Option Period II – January 1, 2018 – December 31, 2019 Option Period III – January 1, 2020 – December 31, 2021 Option Period IV – January 1, 2022 – December 31, 2023

The total potential period of performance equates to a six (6) month transition/conversion period followed by a ten (10) year (base + options) period.

F.2. DELIVERABLES

Deliverables under this Contract shall include but not be limited to:

Deliverable Frequency Investment review to include:

o Analysis of fund performance o Fee analysis o Benchmark comparisons o Economic perspective

Quarterly (at minimum)

Report on participant participation to include:

o Number and percentage of employees participating o Asset allocation data o Loan data o Advice utilization data o Customer service inquiry data

Quarterly (at minimum)

Watch list monitoring and the development of alternative fund options

TBD by the COR

Participant communications/education o Standard, on-going material o Tailored, focused messaging o Support to Personal Compensation and Benefits

TBD by the COR

Solicitation No: CC13HQR0004 Page 12 of 70

Statement (PCBS) o Seminars/webinars

Industry fee-benchmarking study Every 2 years (at minimum)

[END OF SECTION F]

Solicitation No: CC13HQR0004 Page 13 of 70

SECTION G

CONTRACT ADMINISTRATION DATA

G.1. CONTRACT ADMINISTRATION

(a) This contract will be administered by:

Department of Treasury Office of the Comptroller of the Currency Acquisitions Management 400 7th St. SW

Washington, DC 20219-0001

G.2. CONTRACTING OFFICER

The Contracting Officer, in accordance with Subpart 1.6 of the Federal Acquisition Regulation, is the only person authorized to make or approve any changes in any of the requirements of this contract, and notwithstanding any clauses contained elsewhere in this contract, the said authority remains solely with the CO. In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred as a result thereof.

G.3. 1052.201-8000 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

DESIGNATION AND AUTHORITY (JAN 2012)

(a) The contracting officer's representative will be identified via separate letter to the contractor.

(b) Performance of work under this contract will be subject to the technical direction of the COR designated in writing. The term "technical direction" includes direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(c) Technical direction must be within the scope of the performance work statement/Statement of Objectives. The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the performance work statement/Statement of Objectives.

(2) Constitutes a change as defined in the clause entitled "Changes."

(3) Causes an increase or decrease in the contract price, or the time required for contract performance.

Solicitation No: CC13HQR0004 Page 14 of 70

(4) Changes any of the terms, conditions, or scope of work of the contract.

(5) Interferes with the contractor's right to perform under the terms and conditions of the contract.

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

(d) Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five work days, with a copy to the contracting officer.

(e) The contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the contractor, any direction of the COR falls within the limitations in (c), above, the contractor shall immediately notify the contracting officer no later than the beginning of the next Government work day.

(f) Failure of the contractor and the contracting officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

(End of Clause)

G.4. 1052.212-8001 (OCC) SUPPLEMENTAL INVOICING REQUIREMENTS –

COMMERCIAL ITEM (JAN 2012)

In addition to the invoicing requirements specified in clause 52.212-4, Contract Terms and Conditions--Commercial Items, of this contract, the following special invoicing requirements also apply to the submission of invoices.

(a)(i) The contractor shall submit invoices in a format that replicates the line item (CLIN) and subline item (subCLIN) structure of the contract or, in the case of an order against a contract, the CLIN and subCLIN structure of the order. Each invoice shall provide, by CLIN and subCLIN, the line item number, description, quantity being invoiced, unit of measure, unit price, and current invoiced amount. Each invoice shall sequence CLINs and subCLINs in the same order in which they appear in the contract or order and shall be totaled at the bottom of the invoice.

(ii) If the contract allows for the submission of partial or periodic invoices, the contractor shall include an additional column, titled “Cumulative Amount,” to the right of the “Current Invoiced Amount” column. In the “Cumulative Amount” column, the contractor shall enter the total amount that has been billed for each contract line item and subline item through the end of the current invoice period.

(iii) The contractor shall submit invoices that conform to the requirements listed in subparagraphs (a)(i) and (ii) above. The contractor shall not deviate from this format without the expressed, written permission of the contracting officer. To further clarify the guidance provided in these paragraphs, a sample, generic invoice accompanies this clause.

Solicitation No: CC13HQR0004 Page 15 of 70

(b) The contractor shall identify the point of contact (POC) or contracting officer’s representative (COR) for this contract on the face sheet of all invoices submitted under the contract. The POC or COR is identified in (b)(ii) below. The contractor shall precede the POC or COR’s name with either a “POC” or “COR” label, as appropriate (e.g., “POC: John E. Doe”).

(c) The contractor shall submit an original and two copies of each invoice. The contractor shall submit the original and all copies of the invoice at the same time. Submission shall be as follows:

i) The contractor shall submit original hardcopy or electronic copy of invoice(s) to the designated billing office. Hardcopy invoices shall be sent to:

Address: Comptroller of the Currency Accounts Payable 400 7th Street S.W.

Washington, DC 20219-0001 Telephone: (202) 874-5210

Electronic invoices shall be sent to OMAPVendorInvoice@occ.treas.gov

(ii) The contractor shall submit a copy of the invoice (hardcopy or electronic) to the point of contact (POC) or contracting officer’s representative (COR), as designated in the contract. The POC(s) or COR(s) for this contract is/are…

Name: To Be Determined Title: TBD

Address: 400 7th Street S.W.

Telephone: TBD

Electronic copy invoices shall be sent to TBD@OCC.Treas.Gov

(iii) The contractor shall submit a copy of the invoice (hardcopy or electronic) to the contracting officer or contract specialist. The contracting officer or contract specialist is…

Name: To Be Determined Title: Contracting Officer

Address: 400 7th Street S.W.

Telephone: TBD

Electronic copy of invoices shall be sent to TBD@OCC.Treas.Gov.

(d) The OCC may deem any invoice that does not fully comply with the invoicing requirements specified in 52.212-4, Contract Terms and Conditions -- Commercial Items, and this clause, 2052.212-8001, Supplemental Invoicing Requirements – Commercial Item, as an improper invoice and return the invoice to the contractor.

Solicitation No: CC13HQR0004 Page 16 of 70

(e) Contractors shall select one method to submit invoices, either hardcopy or electronically.

Once a method is selected, Contractors must submit a request to the Contracting Officer to change the manner of submitting invoices for payment. The contract will be modified to effect the change.

Sample Invoice

(Attachment to Clause 1052.232-8000 Supplemental Invoicing Requirements / Other Than Commercial Item

General Information (Note: Not all items listed in this sample are required)

Invoice No.: 1230456 Invoice Date: Jan 15, 2004 Contractor Name: ABC Company Contractor Address: 800 Main Street

Newark, DE 19711 Contract Number: Tcc-03-HQ-C-0012 Delivery/Purchase Order No.: None Contract Term: Oct 1, 2003 – Sept 30, Payment Terms: 2% 10 Net 30

COR: John R. Smith Shipping Number and date: N/A Remit Payment To: Paul B. Jones

ABC Company 800 Main Street Newark, DE 19711

If Defective Invoice Notify: Sam R Holland Executive VP (800)555-1212 800 Main Street Newark, DE 19711

G.5 1052.232-8003 (OCC) NOTIFICATION OF IMPLEMENTATION OF THE

INVOICE PROCESSING PLATFORM (AUGUST 2012)

(a) In fiscal year 2013, the Office of the Comptroller of the Currency (OCC) will require the contractor to submit its invoice(s) through the Invoice Processing Platform (IPP), a system that will allow the contractor to submit its invoices electronically. The IPP allows Federal agencies to transform their existing paper-based order-to-pay processes into a streamlined electronic flow. Use of the IPP service will be available free of charge to the contractor.

(b) The contractor shall initiate an IPP enrollment.

(1) The contractor shall send an email to IPPCustomerSupport@fms.treas.gov (see NOTE in the 4th bullet point) and include the required information about the contractor’s company listed in the bullet points below.

(2) The contractor shall include in the email subject line “IPP Payment Notification Services” and shall include the following information:

(i) Name of company*;

(ii) Primary company mailing address*;

(iii) Primary company phone number;

(iv) Designated IPP account administrator for your company: first name, last name, phone number, email address (NOTE: The request to register for an account must mailto:IPPCustomerSupport@fms.treas.gov mailto:bos.ipp.helpdesk@bos.frb.org mailto:bos.ipp.helpdesk@bos.frb.org

Solicitation No: CC13HQR0004 Page 17 of 70 come from the designated IPP administrator's email address. Failure to do so shall result in the contractor’s request being denied);

(v) Taxpayer Identification Number(s) (TINs) used for OCC payments;

(vi) Name of government agency doing business with the contractor**;

(vii) Contract number (list only one); and

(viii) Point of contact information at the OCC (i.e., name, phone, email to verify that the contractor is an OCC supplier).**

*If the contractor has more than one location or company name, the contractor shall use its primary corporate information and location data to enroll with the IPP.

**This information is necessary to verify that the contractor is a supplier to the OCC.

(c) After an account is established, the Contractor will receive two emails.

(1) The first email will provide the contractor with a User Identification (ID);

(2) Within 12 to 24 hours later, the contractor will receive a second email that will give it an

8-character password.

(3) The contractor shall—

(i) Use the ID and password to log onto IPP;

(ii) Change to a password of your own;

(iii) Agree to the rules for using the IPP and to answer security questions; and

(iv) Review the "News and Training" box on the contractor’s IPP homepage for instructions and videos on how to set-up email notifications, how to invoice, how to add additional users and other relevant information.

(v) Allow 5 to 10 business days for registration.

(d) The contractor shall register with the System for Award Management (SAM), a website which consolidates a number of Federal procurement systems. The contractor may access the website at www.sam.gov or by calling the IPP Customer Support Desk at (866) 973‐3131.

(e) Upon full implementation by the OCC of the IPP (go live date), Contract Clauses 1052.212-

8001 or 1052.232-8000 (as appropriate) will be updated, and the contractor will be notified of its required IPP participation through modification of its contracts that reflect the revised clause with the new IPP supplemental invoicing requirements.

(End of Provision)

G.6 1052.243-8001 (OCC) AUTHORIZED CHANGES ONLY BY THE

CONTRACTING OFFICER (SEP 2012)

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who provide technical direction or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under the “Changes” clause of this contract.

http://www.sam.gov/

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(b) The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer (CO), or is pursuant to specific authority otherwise included as a part of this contract.

(c) The CO is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the CO’s. In the event the Contractor effects any change at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof. The CO will be identified via separate letter to the contractor.

[END OF SECTION G]

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 (DTAR) CONTRACTOR PUBLICITY (AUG 2011)

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer to the equipment or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer.

Should any reference to such equipment or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government shall consider institution of all remedies available under applicable law, including 31 U.S.C. 333, and this contract. Further, any violation of this provision may be considered during the evaluation of past performance in future competitively negotiated acquisitions.

(End of clause)

H.2 (DTAR) MENTOR-PROTÉGÉ PROGRAM (JUN 2003)

(a) Large and small businesses are encouraged to participate in the Department of the Treasury Mentor-Protégé Program. Mentor firms provide small business protégés with developmental assistance to enhance their capabilities and ability to obtain federal contracts.

(b) Mentor firms are large prime contractors or eligible small businesses capable of providing developmental assistance. Protégé firms are small businesses as defined in 13 CFR parts 121, 124, and 126.

Developmental assistance includes technical, managerial, financial, and other mutually beneficial assistance to aid protégé. Contractors interested in participating in the Program are encouraged to contact the Department of the Treasury Office of Small and Disadvantaged Business Utilization for further information.

(End of provision)

H.3 POST AWARD ORIENTATION CONFERENCE

Post-award orientation conference will be scheduled immediately following contract award and will be coordinated by the Contracting Officer. The purpose of the conference will be to familiarize the Contractor with the contract administration procedures, contract clarifications, contract requirements, and expectations. The conference will be structured to achieve a clear and mutual understanding of all contractual administrative requirements and to identify any potential problem areas.

H.4 1052.209-8000 (OCC) ORGANIZATIONAL CONFLICTS OF INTEREST (NOV

2009)

(a) Purpose. The purpose of this clause is to ensure that the Contractor (1) is not biased because of its financial, contractual, organizational, or other interests that relate to the work under this

Solicitation No: CC13HQR0004 Page 20 of 70 contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as “Contractor”) in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venture, consultant, or in similar capacity. For 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.

[ ] To the extent the contractor prepares and furnishes complete specifications covering non-developmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor.

[ ] To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offer(s) for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests.

Contractor agrees to the terms and conditions set forth in the Performance Work Statement/STATEMENT OF WORK that is established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3) [ ] If the contractor under this contract assists in the preparation of a STATEMENT OF WORK or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such performance work statement/STATEMENT OF WORK or specifications.

[ ] If the contractor provides Advisory and Assistance Services (AAS), it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective Offerors with respect to any such Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

[X ] If the Contractor, in the performance of this contract, obtains access to information, such as OCC plans, policies, reports, studies, financial or similar OCC information plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the OCC Contracting Officer it shall not: (A) use such information for any private purpose unless the information has been released or otherwise made available to the public; (B) compete for work for the OCC based on such information for a period of [one year] after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first; (C) submit an unsolicited proposal to the OCC or the Government which is based on such information until one year after such information is released or otherwise made available to the public; and (D) release such information unless such information has previously been released or otherwise made available to the public by the OCC. In addition, the

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Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

(c) The Contractor shall be ineligible to participate in any capacity in OCC contracts, subcontracts, or proposals (solicited and unsolicited) which stem directly from the Contractor’s performance of work under this contract. This restriction shall apply to _TBD_ (Contracting Officer shall insert the company name upon award of the contract). This clause shall remain in effect for one year after the completion of this contract. At the conclusion of this period, the OCC, consistent with applicable conflict of interest regulations, will evaluate whether at that time there are any conflicts that may limit the contractor's ability to perform work for the OCC.

(d) The financial, contractual, organizational and other interests of contractor personnel performing work under this contract shall be deemed to be the interests of the Contractor or the purposes of determining the existence of an Organizational Conflict of Interest. Any subcontractor that performs any work relative to this contract shall be subject to this clause. The contractor agrees to place in each subcontract affected by these provisions the necessary language contained in this clause

(e) Definitions. For purposes of application of this clause only, the following definitions are applicable:

(1) System includes system, major component, subassembly or subsystem, project, or item;

(2) Non-developmental items as defined in FAR 2.101;

(3) Technical direction” (TD) includes, but is not limited to, the activities in FAR 9.505- 1(b);

(4) Consultant services as defined in FAR 31.205-33(a);

(5) Contractor, for the purposes of this clause, means the firm signing this contract, its subsidiaries and affiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the firm;

(6) Affiliates means officers or employees of the prime contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract; and

(7) Interest means organizational or financial interest.

(f) Disclosure after award.

The Contractor agrees that, if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the OCC. Such disclosure may include a description of any action which the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. In the event that the Contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the OCC, the OCC may terminate this contract for default.

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(g) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential, organizational conflict of interest at the time of or after award, the OCC may terminate the contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

(h) Waiver. Requests for waiver under this clause shall be directed in writing to the Contracting Officer and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the OCC, the Contracting Officer may grant such a waiver in writing.

(i) Subcontracts

(1) The Contractor shall include a clause, substantially similar to this clause, including this paragraph (i), in all subcontracts and agreements related to performance of work under this Contract.

(2) Prior to the award under this contract of any subcontracts by the Contractor or as part of a teaming or other arrangement, the Contractor shall determine in writing whether interests disclosed by a subcontractor, teaming agreement or other arrangement present an actual or significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the Contractor shall take actions to avoid, neutralize, or mitigate the organizational conflict to the satisfaction of the Contractor. If the conflict cannot be avoided or neutralized, the Contractor must obtain the approval of the OCC contracting officer prior to entering into the subcontract.

H.5 1052.245-8003 (OCC) CONFIDENTIAL OR SENSITIVE INFORMATION (SEP

2012)

(a) Because of the proprietary nature of such information, the Contractor understands that work performed by and information released to the Contractor is sensitive in nature and shall not be disclosed to anyone other than the Office of the Comptroller of the Currency (Government) employees assigned to the contract and other Contractor personnel the Government authorizes to receive the information. The Contractor agrees to protect all confidential and/or proprietary information received by or provided to the Contractor pursuant to this contract from unauthorized disclosure or use for as long as the information remains proprietary or confidential and further agrees that it will not use such information for any purpose other than that relating to the performance of this contract. For purposes of the contract, all information provided to or received by the Contractor is deemed confidential and proprietary.

(b) The Contractor shall execute and is responsible for having all of its employees, subcontractor employees, and agents working under the contract and/or having access to sensitive information under this contract execute a statement entitled “Conditional Access to Sensitive but Unclassified Information Non-Disclosure Agreement.” This Statement, a copy of which is appended to this contract, provides that sensitive but unclassified information provided to the Contractor or its employees or agents shall not, except as permitted in connection with the performance of the contract, be further disclosed or used without the prior written approval of the Government. Executed copies of this statement must be completed and returned to the Government and by all Contractor employees or agents who will perform work on the contract

Solicitation No: CC13HQR0004 Page 23 of 70 before their work begins. In the event the contractor fails to submit signed Agreements prior to beginning work, the effective date of any agreement received after work begins shall be the date of award.

(c) Contractor employees who appear in-person for the PIV process at an OCC facility will be required to sign their Non-Disclosure Agreement and return it to the security personnel completing the in-processing procedure.

**Submission of one (1) Non-Disclosure Agreement signed at the corporate level will constitute compliance with this clause**.

H.6 1052.245-8008 (OCC) INFORMATION SECURITY REQUIREMENTS FOR

UNCLASSIFIED OCC INFORMATION TECHNOLOGY RESOURCES (MAR 2012)

I. DEFINITIONS Definitions, as used in this clause, generally refer to the Code of Federal Regulations (CFR) unless a more specific provision is noted below.

Adequate Security Security that is commensurate with the risk and magnitude of harm resulting from the loss, misuse, or unauthorized access to or modification of information. This includes assuring that systems and applications in use operate effectively and provide appropriate confidentiality, integrity, and availability through the use of managerial, operational, and technical security controls.

Availability To ensure the timely and reliable access to, and use of, information.

Confidentiality Preserving authorized restrictions on access and disclosure, including means for protecting personal privacy and proprietary information.

Information Assurance Information Assurance (IA) are the measures that protect and defend information and information systems by ensuring their availability, integrity, authentication, confidentiality, and non-repudiation.

This includes providing for restoration of information systems by incorporating protection, detection, and reaction capabilities.

Information Resource An information resource encompasses both information and information related resources such as personnel, equipment, data, and information technology.

Information System A discrete set of information resources organized for the collection, processing, maintenance, transmission, and dissemination of information, in accordance with defined procedures, whether automated or manual.

Information Technology

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With respect to the OCC, information technology means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the OCC, if the equipment is used by the OCC directly or is used by a contractor under a contract with the OCC that requires the use: (i) of that equipment; or

(ii) of that equipment to a significant extent in the performance of a service or the furnishing of a product.

Information technology includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but does not include any equipment acquired by a federal contractor incidental to a federal contract.

Integrity Guarding against improper information modification or destruction, and includes ensuring information non-repudiation and authenticity.

Service Provider Service Providers are non-OCC entities that support the OCC mission and information systems.

These are any individual or other legal entity that (1) directly or indirectly (e.g., through an affiliate), submits offers for or is awarded, or reasonably may be expected to submit offers for or be awarded, a Government contract, including a contract for carriage under Government or commercial bills of lading, or a subcontract under a Government contract; or (2) conducts business, or reasonably may be expected to conduct business, with the Government as an agent or representative of another service provider.

Service providers are classified one of two ways: contracted or shared.

• Contracted Service Provider

A Contracted Service Provider (CSP) is a general term used to refer to outsourced business processes supported by private sector information systems, outsourced information technologies, or outsourced information services. A CSP performs clearly defined functions for which there are readily identifiable security considerations and needs that are addressed in both acquisition and operations.

• Shared Service Provider

A Shared Service Provider (SSP) is another federal agency functioning as a service provider for the OCC. The OCC and other federal agency would sign a Memorandum of Understanding (MOU), Interagency Agreement (IAA) or Data Exchange Agreement.

II. GENERAL REQUIREMENTS

(1) The service provider shall be responsible for adhering to OCC information technology (IT) security requirements for all information systems connected to an OCC network or operated by the

Solicitation No: CC13HQR0004 Page 25 of 70 service provider for, or on behalf of, the OCC, regardless of location. This clause applies to all or any part of the contract that includes information technology, information resources or services for which the service provider must have physical or electronic access to OCC information.

(2) OCC information technology and information assigned to service providers shall remain in the United States. The maintenance, operation, and/or processing of said technology and information must take place, and originate…