CC13HQR0005.doc

CC13HQR0005

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1.

LINE ITEM DESCRIPTION

In accordance with the contract, the Contractor shall furnish all labor, equipment, facilities and materials (except that which will be furnished by the Government), and shall do that which is necessary or incidental to the satisfactory and timely performance of the National Bank Examination Related Services described in Section C – Statement of Work at the fixed hourly rate shown under the Contract Line Item Number (CLIN) for each year of this contract.

B.2.

CONTRACT TYPE AND CANCELLATION CEILING

This is a Multiple Award, Multi-Year, Indefinite-Delivery-Indefinite-Quantity (IDIQ) contract. The ordering period applicable to this contract is five (5) years. Refer to FAR Clause 52.217-2, Cancellation Under Multi-Year Contracts (included in Section I of the contract). If cancellation under Clause 52.217-2 occurs, the specified cancellation ceiling is $0.

YEAR ONE: January 1, 2014 - December 31, 2014

$70,000

YEAR ONE TOTAL

YEAR TWO: January 1, 2015 - December 31, 2015

$70,000

YEAR TWO TOTAL

YEAR THREE: January 1, 2016 - December 31, 2016

$70,000

YEAR THREE TOTAL

YEAR FOUR: January 1, 2017 - December 31, 2017

$70,000

YEAR FOUR TOTAL

YEAR FIVE: January 1, 2018 - December 31, 2018

$70,000

YEAR FIVE TOTAL

**Contract Ceiling is 5,000 Hours per Key Personnel (NTE) multiplied by average NTE Unit Price plus Travel (NTE)**

[END OF SECTION B]

SECTION C

STATEMENT OF WORK

C.1.

BACKGROUND

The Office of the Comptroller of the Currency (OCC), a bureau of the United States Department of the Treasury, is the primary regulator of all national banks and federal savings associations. The OCC is responsible for promoting the safety and soundness of the country’s national banks and federal savings associations and maintaining its competitiveness, efficiency, integrity and stability in the financial marketplace.

C.2.

OBJECTIVE

The OCC is seeking contract assistance for National Bank Examination Services and other bank examination related tasks throughout the United States.

C.3.

SCOPE OF WORK

Contractors will be awarded contracts for a maximum of one thousand (1000) hours per person per year for a maximum period of five (5) years. Work will be awarded on an as-needed basis following task order award procedures. The scope, timing and location of such work will be determined on a task-by-task basis by the OCC. Access to OCC examination information, reference materials, and the like, will be determined and defined by the task and communicated to the Contractor by the OCC at the time of the task award.

C.3.1 Work will be related to the bank examination function and may involve one or more of the following - or similar - types of tasks:

· Assisting in the examination of selected banks and thrifts by evaluating or verifying functions, condition, or performance;

· Analyzing and assessing examination reports;

· Researching the causes and potential impact of financial and non-financial events and issues;

· Researching and analyzing information on emerging and systemic risks in the financial services industry;

· Identifying specific weaknesses in bank and thrift processes and recommending corrective action where warranted;

· Participating in special projects.

C.4.

KNOWLEDGE AND SKILLS

In order for you to be considered, you must have at least eight years specialized experience, preferably gained in the Federal service in FFIEC regulatory agencies, and in the practical application and administration of FFIEC and corresponding agencies’ rules, regulations, policies and procedures. This experience must be within the past five years to be considered relevant. The following, which describes Credit Analysis, is representative of the technical knowledge needed to perform these tasks. However, this list is not all-inclusive, and needs may vary depending on the specific task to be performed at the request and direction of the OCC on a case-by-case basis.

C.4.1. Credit Analysis

· Credit risk management practices and policies;

· Applicable laws and regulations covering credit activities;

· OCC handbooks, advisories, alerts, and bulletins related to credit activities;

· Examination techniques;

· Underwriting;

· Strategic factors;

· External factors;

· Credit quality factors;

· Classification and loan write-up;

· Documentation;

· File reading.

C.5.

DELIVERABLES

Any and/or all work prepared, produced or performed by the Contractor in the performance of Services of this contract, including but not limited to, analysis, working papers, reports, recommendations, conclusions, memoranda and proposed report comments, and any other like work products (hereinafter "Deliverables") shall be the exclusive intellectual property of the OCC with all rights, title, interest, and/or ownership vested wholly and exclusively with the OCC.

[END OF SECTION C]

SECTION D

PACKAGING AND MARKING

[INTENTIONALLY LEFT BLANK]

[END OF SECTION D]

SECTION E

INSPECTION AND ACCEPTANCE

E.1.

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://acquisition.gov/comp/far/index.html.

NUMBER

DATE

TITLE

52.246-4

AUG 1996

INSPECTION OF SERVICES - FIXED-PRICE

(End of Clause)

[END OF SECTION E]

SECTION F

DELIVERIES OR PERFORMANCE

F.1.

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://acquisition.gov/comp/far/index.html.

NUMBER

DATE

TITLE

52.242-15

AUG 1989

STOP-WORK ORDER

(End of Clause) F.2.

1052.242-8002 (OCC) PERIOD OF PERFORMANCE (SEP 2012)

The period of performance of this contract is from 01/01/2014 through 12/31/2018.

(End of Clause)

[END OF SECTION F]

SECTION G

CONTRACT ADMINISTRATION DATA

G.1.

CONTRACT ADMINISTRATION

(a) This contract will be administered by:

Department of Treasury

Office of Comptroller of the Currency

Acquisition Management

400 7th Street, SW, Mail Stop 5E-6

Washington, DC 20219

(b) Copies of all correspondence concerning this contract shall be provided to the Contract Administrator (CA) and/or Contracting Officer (CO) at the above address and shall make reference to the contract number.

G.2.

1052.201-8000 (OCC) CONTRACTING OFFICER'S REPRESENTATIVE (COR)

DESIGNATION AND AUTHORITY (JAN 2012)

(a) The COR will be identified via separate letter to the Contractor.

(b) Performance of work under this contract is subject to the technical direction of the COR identified above, as designated in writing. The term "technical direction" includes, without limitation, 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 specification(s)/work statement. The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the specification(s)/work statement;

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

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the Contractor's right to perform under the terms and conditions of the contract; or,

(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 CO.

(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, or his/her designee, falls within the limitations in (c), above, the Contractor shall immediately notify the CO no later than the beginning of the next Government work day.

(f) Failure of the Contractor and the CO 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.3.

1052.232-8000 (OCC) SUPPLEMENTAL INVOICING REQUIREMENTS –

OTHER THAN COMMERCIAL ITEM (NOV 2009)

In addition to the invoicing requirements specified in clause 52.232-25, Prompt Payment, 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 Invoiced 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.

(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 for this contract is identified in subparagraph (c)(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 invoice to the designated billing office. The designated billing office for this contract is…

Address:

Comptroller of the Currency

Accounts Payable

400 7th Street, SW, Mail Stop 5W-3

Washington, DC 20219-0001

Telephone:

TBD

OR 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 (COR), as designated in the contract. The POC or COR for this contract is…

Name:

OR Electronic copy invoices shall be sent to _________ (iii) The Contractor shall submit a copy of the invoice (hardcopy or electronic) to the contracting officer or contract specialist as designated below. The contracting officer or contract specialist for this contract is…

Name:

Title:

OR Electronic copy invoices shall be sent to _________ (d) The OCC may deem any invoice that does not fully comply with the invoicing requirements specified in clause 52.232-25, Prompt Payment, and this clause, 1052.232-8000, Supplemental Invoicing Requirements -- Other than Commercial Item, as an improper invoice and return the invoice to the Contractor.

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

(End of Clause) G.4.

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 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.5.

CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence (except for invoice submitted under this contract) shall be subject to the following procedures:

(a) Technical correspondence

Technical correspondence (where technical data issues relating to compliance with contract specifications are involved) shall be address to the COR with an informational copy of the correspondence to the CO or CA.

(b) Other correspondence

All other correspondence (that which proposes or otherwise involves waivers, deviations, or modifications to the requirements, terms and condition of this contract) shall be addressed to the CO or CA.

In no event shall any understanding or agreement, contract modification, or other matter in deviation from the terms of this contract between the Contractor and a person other than the CO be effective or binding upon the Government. The CO is the only person authorized to make or approve any changes in any of the requirements of this contract and, notwithstanding any provisions contained elsewhere in this contract that authority remains solely with the CO. In the event the Contractor makes any changes at the discretion of any person other than the CO, the change will be considered without authority and no adjustment will be made in the contract price to cover any increase in the costs incurred as a result thereof.

(End of Clause)

[END OF SECTION G]

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1.

MINIMUM AND MAXIMUM REQUIREMENTS

This is an indefinite delivery/indefinite quantity (IDIQ) contract. The contract requires the Government to order and the Contractor to furnish at least a stated minimum quantity of services. In addition, if ordered, the Contractor must furnish any additional quantities, not to exceed the stated maximum.

The following are the guaranteed minimum and estimated maximum quantities under this contract for the five year ordering period. The OCC reserves the right to adjust these limits based on past requirements and future projections:

Guaranteed

Maximum

CLINs Minimum

Quantity

0001- 4001

$100

5000 hours per Key Person

(End of Clause)

H.2

TASK ORDER AWARD PROCEDURE

As prescribed in the Federal Acquisition Regulation Subpart 16.505(b), the Contracting Officer must provide each awardee a fair opportunity to be considered for each order exceeding $3,000 issued under multiple task-order contracts.

After contract award and upon receipt of a specific task request, the OCC will issue a request for proposal. The request for proposal will identify the requirements for the specific task. Only Contractors who have the specific knowledge and skill set for the task to be fulfilled shall be issued a request for proposal.

The Contractors who submit a task proposal shall provide one firm fixed price in the proposal.

The firm fixed price shall be the total price for which the Contractor proposes to perform the task. The Contractor must submit a written breakdown of all allowable travel expenses if such expenses are included as part of the firm fixed price proposal. The proposed firm fixed price should be derived by considering the following costs:

1. Total cost of anticipated maximum hours of work

2. Total estimated cost of expenses, such as travel (air, train, car, cab, etc.), lodging (room rate and tax), meals, and necessary miscellaneous expenses, as indicated by Contractor’s itemized estimated travel costs, which must be provided by the Contractor in line item format to the OCC for determination of fair and reasonable costs, in the Government’s sole discretion pursuant to and in accordance with FAR 15.305(a)(1).

The OCC will award the task, from among the Contractors who submitted proposals, to the Contractor who represents the best overall value to the OCC.

(End of Clause)

H.3.

SUBCONTRACTS FOR WORK OR SERVICES

The Contractor shall not enter into a contractual agreement with any party to furnish any of the work or services under this contract without the written approval of the CO. This clause shall not be interpreted as requiring the approval of contracts for employment between the Contractor and personnel assigned for services hereunder.

(End of Clause)

H.4.

GOVERNMENT FURNISHED PROPERTY

OCC will provide office space, workstation, equipment, telephone, supplies, and computers. The Contractor is responsible for all equipment furnished and in the event equipment is lost, damaged, stolen or destroyed, is responsible for the cost of replacement. The Contractor shall be subject to OCC security requirements related to equipment.

(End of Clause)

H.5.

GOVERNMENT DATA SUPPLIED TO THE CONTRACTOR

During the course of this contract, the Contractor shall have access to Government data relevant to this project, as required. Any information, not previously published, received from the Government in connection with this contract, or furnished to the Contractor from other sources in response to the Government’s requirements under this contract, will be restricted to this project and may not be disclosed or used for any other purpose without the prior written approval of the contracting officer. These restrictions do not apply to information that currently or subsequently enters the public domain; has been released to any third party, without restrictions; or is obtained by the Contractor independent of the Government.

(End of Clause)

H.6.

ETHICS AND FINANCIAL DISCLOSURE CERTIFICATION

All individuals performing work under this contract shall (a) execute a statement entitled "Ethics and Financial Disclosure Certification" and (b) provide financial disclosure and conflict of interest information, as required by the OCC ethics official. Prior to the award of any task order against this contract, the Contractor shall submit an "OCC Financial Disclosure Certification Update".

For those banks that the Contractor is awarded task orders, they are not allowed to represent said banks on any third party matter for a period of six (6) months from the last day on which such contract –based examination services were provided for the OCC.

(End of Clause) H.7.

OCC/CONTRACTOR RELATIONSHIP

The OCC and Contractor understand and agree that the services to be provided under this contract by the Contractor to the OCC are non-personal services. The parties recognize that no employer/employee relationship exists or will exist under this contract. Upon receipt of a written task order, the Contractor, contracts with the OCC to provide the specified services described herein and is accountable to the OCC ONLY for providing such services, materials, or work ordered. For the purpose of this contract, the Contractor’s employees shall not be subject to the supervision of a Federal office or employee while engaged in the performance of its duties.

(End of Clause)

H.8.

HARMLESS FROM LIABILITY

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

(End of Clause)

H.9.

TASK ORDER OMBUDSMAN

In accordance with FAR 16.505(b)(6), Contractors who are not selected to perform work under a task order award may contact the OCC designated ombudsman. The ombudsman shall review complaints from the Contractors and ensure that all Contractors are afforded a fair opportunity to be considered, consistent with the procedures in the contract. The designated ombudsman is:

Ms. Deborah Sweet

Office of the Comptroller of the Currency

400 7th Street, SW, Mail Stop 5E-5

Washington, DC 20219

Telephone: TBD

E-mail: TBD

H.10.

NOTICE OF POTENTIAL ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Purpose. The Contracting Officer has determined that this acquisition may give rise to an organizational conflict of interest (OCI). Accordingly, the attention of prospective offerors is invited to FAR Subpart 9.5 – Organizational and Consultant Conflicts of Interest.

"’Organizational conflict of interest’ means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage." FAR 2.101.

(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.

(c) Restrictions.

(1) The contractor shall not perform any services under this contract on any of its own products or services, e.g. the contractor shall not review reports that it has previously prepared for the bank or thrift where it will be performing services under this contract.

(2) The contractor shall not perform any services under this contract on any of the products or services of another individual or company for which the contractor performs similar work, e.g. the contractor shall not review reports previously prepared for the bank or thrift where it will be performing services under this contract, if those reports have been prepared by another individual or company for which the contractor performs similar work.

(3) The contractor shall not perform work similar to that awarded under this contract for the same bank or thrift where it will be performing services under this contract on behalf of itself or another individual or company for a period of six months from the end of the task order period.

(d) Interests. 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 for 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) 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.

(f) 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.

(g) 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.

(h) Subcontracts.

(1) The Contractor shall include a clause, substantially similar to this clause, including this paragraph (h), 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.

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

(1) Contractor, for the purposes of this clause, means the firm or self-employed individual 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;

(2) 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

(3) Interest means organizational or financial interest.

H.11.

1052.204-8001 (OCC) IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL (OCT 2008)

(a) The contractor shall comply with agency personal identity verification of contractor procedures identified in the contract that implement Homeland Security Presidential Directive 12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, as amended, and Federal Information Processing Standards Publication (FIPS PUB) Number 201, as amended.

(b) The contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to federally-controlled facility and/or routine access to federally-controlled information system.

H.12.

1052.215-8002 (OCC) KEY PERSONNEL (NOV 2009)

(a) The personnel listed below are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel, the Contractor must:

(1) Notify the Contracting Officer reasonably in advance;

(2) Submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract; and

(3) Obtain the Contracting Officer’s written approval. Notwithstanding the foregoing, if the Contractor deem immediate removal or suspension of any member of its management team is necessary to maintain satisfactory standard of employee competency, conduct, and integrity, the contractor may remove or suspend such person at once, although the Contractor must notify the Contracting Officer prior to or concurrently with such action.

(b) The list of personnel may, with consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel.

[Insert list of Key Personnel] (End of Clause)

H.13.

1052.216-8002 (OCC) FAIR OPPORTUNITY PROCEDURES (NOV 2009)

The Government will give all contractors that are parties to this contract a fair opportunity to be considered for each task order, except as otherwise provided in Federal Acquisition Regulation (FAR) 16.504(b)(2).

(a) When giving contractors a fair opportunity the Government may consider technical approach, past performance, management approach, personnel experience, and cost/price factors. However, the Government might not consider all of those factors together.

(b) The Government’s objective is to keep task order selection procedures simple and inexpensive for all parties to the contract. Thus, as a general rule, the Government will consider contractors based on (1) information already in its files, (2) price quotations, and (3) past performance under prior orders. In accordance with FAR 16.505(b)(1)(ii), the competition requirements in FAR part 6 and the policies in FAR subpart 15.3 do not apply to the ordering process. However, the Government reserves the right to use more formal procedures when it considers them to be necessary.

(c) After it selects a contractor for a task order, the Contracting Officer may discuss the details of task plans and procedures and negotiate prices with the contractor before issuing the task order. If the Contracting Officer is not satisfied with the progress or outcome of those discussions or negotiations, the Contracting Officer may reconsider the task order selection decision and select a different contractor.

(End of Clause)

H.14.

1052.233-8000 (OCC) ALTERNATIVE DISPUTE RESOLUTION (SEP 2012)

The Contracting Officer (CO) and the Contractor by mutual consent agreement may use alternative means of disputes resolution in order to resolve dispute(s) arising under this contract. Both parties agree that alternative dispute resolution (ADR) techniques include conciliation, facilitation, mediation, arbitration, fact-finding, mini-trials, and use of ombudsmen or any combination of these. The CO may use ADR procedures to resolve an issue in controversy at any time he or she has the authority to do so. The CO will follow the ADR procedures prescribed in Federal Acquisition Regulation Subpart 33.214.

(End of Clause)

H.15.

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.

(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.

H.16.

1052.245-8002 (OCC) SEPARATION NOTIFICATION (SEP 2012)

(a) It is anticipated that during the performance of this contract, the contractor will replace key and non-key personnel who have access to the Office of the Comptroller of the Currency’s (Government) network information resources or facilities. The contractor Program Manager (PM) shall assist the Contracting Officer’s Representative (COR) in initiating the pre-exit process for departing key and non-key personnel. The contractor shall initiate the pre-exit process for all departing personnel in accordance with the terms of this clause.

(b) The contractor PM shall access the Government’s Pre-Exit Program Intranet site, http://occnet.occ/Pre-ExitView.asp, and follow the instructions provided in the attachment to this contract to execute the pre-exit process for departing personnel. Access to the site is only authorized via the Government’s network. The pre-exit process shall be initiated at least two weeks before the departure date or reassignment of contactor personnel who no longer require network access to information resources or facilities. If the contractor employee or agent departs without prior notification, then the contractor shall initiate the pre-exit process within twenty-four (24) hours of the departure. The contractor shall ensure that all Government property and information is returned to the Government in accordance with the terms of the contract.

(c) All separating contractors shall complete the list of pre-exit activities appended to this contract as an attachment. Contractors shall ensure that no government property, correspondence, or records, including classified or confidential material, are removed from the Government facility.

(End of Clause)

H.17.

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 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.

(End of Clause) H.18.

1052.245-8004 GENERAL REQUIREMENTS FOR BACKGROUND

INVESTIGATIONS

(FEB 2013)

All contractor personnel assigned to this contract or anyone in the company who would have access to OCC information or information resources regardless of whether or not they are working in an OCC facility must submit to a background investigation before beginning work under this contract

The number and type of investigations will depend on factors including, but not limited to, the length of time an individual will work on a contract, an individual’s role, the sensitivity of information an individual will have access to, and the results of past investigations on an individual. Investigations typically conducted by the OCC include the National Agency Check (NAC), National Agency Check with Inquiries (NACI), and full background investigations (BI).

Contractor personnel must submit information for background investigations electronically through the e-QIP system (http://www.opm.gov/e-QIP/). Critical Infrastructure Protection and Security (CIPS) will notify contractor personnel when e-QIP is ready to receive their information. After submitting their information, contractor personnel must print required security forms from e-QIP. Printed forms must be signed and provided to CIPS.

For background investigation purposes, contractor personnel are required to provide a set of fingerprints. Contractor personnel must appear in-person to provide fingerprints. See OCC Clause 1052.245-8007 for requirements regarding in-person appearances for security purposes.

The results of all background investigations will be reviewed and adjudicated by CIPS. Based on investigation results, the OCC has the unilateral right to bar an individual from working under a contract or otherwise restrict the individual’s role under a contract.

The costs for all investigations required under this contract will be borne by the OCC.

(End of Clause) H.19.

1052.245-8007 (OCC) IN-PERSON APPEARANCES FOR SECURITY PURPOSES

(OCT 2008)

Contractor personnel must appear in person to:

1. Complete the personal identity verification (PIV) process

2. Have their fingerprint taken for a background investigation

3. Obtain an OCC-issued security badge

4. Enroll for an HSPD-12-compliant security badge (referred to as a SmartID)

5. Receive and activate a SmartID.

Generally, one or more of these activities are completed during a single in-person appearance. An individual typically requires two in-person appearances to complete all tasks, but more in-person appearances may be required under some circumstances.

The location at which contractor personnel must appear depends on the contract place of performance and security badge requirements. Generally, contractor personnel performing work in the Washington, DC area will be required to appear at the OCC Headquarters building.

Contractor personnel working elsewhere will generally be required to appear at a USAccess credentialing center operated by the General Services Administration (GSA). (A list of GSA-operated credentialing centers can be found at http://www.fedidcard.gov/deployoss.aspx.)

Contractor personnel requiring in person appearances at an OCC facility will schedule their appearance with the COTR or an authorized representative. The COTR or an authorized representative will escort contractor personnel while they are in the OCC facility.

(End of Clause)

H.20.

1052.245-8009 (OCC) CITIZENSHIP OR RESIDENCY REQUIREMENTS OF

CONTRACTOR PERSONNEL (SEP 2012)

The Contractor shall ensure that all employees, agents, and subcontractors having unescorted access to the Office of the Comptroller of the Currency’s facilities or access to information systems, security items, or sensitive but unclassified information are United States citizens or have lawful permanent resident status.

(End of Clause) H.21.

1052.342-8000 (OCC) CONTRACTOR'S COMMITMENT TO EQUAL

OPPORTUNITY IN EMPLOYMENT AND CONTRACTING (APR 2012)

Contractor confirms its commitment to equal opportunity in employment and contracting. To implement this commitment, the Contractor shall ensure, to the maximum extent possible consistent with applicable law, the fair inclusion of minorities and women in its workforce. The Contractor shall insert the substance of this clause in all subcontracts under this Contract when the dollar value exceeds $150,000.

Within ten (10) business days of a written request from the OCC’s Office of Minority and Women Inclusion (OMWI), or such longer time as the OMWI determines, and without any additional consideration required from the Agency, the Contractor shall provide documentation, satisfactory to the Agency, of the actions it (and, as applicable, its subcontractors) has undertaken to demonstrate its good-faith efforts to comply with the aforementioned provisions.

For purposes of this contract, "good-faith efforts" may include actions by the contractor intended 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 minorities and women, providing job-related training, or engaging in other activities that could lead to those results.

The documentation requested by the OMWI may include, but is not limited to, one or more of the following:

1. A written affirmative action plan or other written program designed to ensure the fair inclusion of minorities and women in the contractor’s workforce, including outreach, recruitment, and training efforts whereby the contractor sets forth specific, results-oriented policies and procedures.

2. A list of subcontract awards under the Contract categorized by dollar, date of award, and the subcontractor’s ownership status, including whether the subcontractor is minority-owned (by race and/or ethnicity) or women-owned.

3. Documentation similar to that described in paragraph 1 with respect to each subcontractor.

4. Any other actions demonstrating the contractor’s or subcontractor’s good-faith efforts to include minorities and women in its workforce.

Consistent with Section 342(c)(3) of the Dodd–Frank Wall Street Reform and Consumer Protection Act (PL 111-203) (Dodd–Frank), a failure to demonstrate to the Director of the OMWI such good-faith efforts to include minorities and women in the Contractor’s workforce (and, as applicable, the workforce of its subcontractors) may result in termination of the Contract for default, referral to the Office of Federal Contract Compliance Programs, or other appropriate action.

For purposes of this clause, the terms "minority," "minority-owned business" and "women-owned business" shall have the meanings set forth in Section 342(g) of Dodd–Frank.

(End of Clause) H.22.

1052.210-70 (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)

[END OF SECTION H]

SECTION I

CONTRACT CLAUSES

I.1.

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://acquisition.gov/comp/far/index.html.

NUMBER

DATE

TITLE

52.202-1

JAN 2012

DEFINITIONS

52.203-3

APR 1984

GRATUITIES

52.203-5

APR 1984

COVENANT AGAINST CONTINGENT FEES

52.203-6

SEP 2006

RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT

52.203-7

OCT 2012

ANTI-KICKBACK PROCEDURES

52.203-8

JAN 1997

CANCELLATION, RESCISSION, AND RECOVERY OF

FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY

52.203-10

JAN 1997

PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY

52.203-12

OCT 2012

LIMITATION ON PAYMENTS TO INFLUENCE

CERTAIN FEDERAL TRANSACTIONS

52.203-16

DEC 2011

PREVENTING PERSONAL CONFLICTS OF INTEREST

52.204-4

MAY 2011

PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED

PAPER

52.204-7

FEB 2012

CENTRAL CONTRACTOR REGISTRATION

52.204-9

JAN 2011

PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

52.204-10

FEB 2012

REPORTING EXECUTIVE COMPENSATION AND FIRST-

TIER SUBCONTRACT AWARDS

52.209-6

DEC 2010

PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT

52.215-2

OCT 2010

AUDIT AND RECORDS--NEGOTIATION

52.215-8

OCT 1997

ORDER OF PRECEDENCE -- UNIFORM CONTRACT

FORMAT

52.217-2

OCT 1997

CANCELLATION UNDER MULTIYEAR

CONTRACTS

52.219-6

NOV 2011

NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE

52.219-8

JAN 2001

UTILIZATION OF SMALL BUSINESS CONCERNS

52.219-14

NOV 2011

LIMITATIONS ON SUBCONTRACTING

52.222-3

JUN 2003

CONVICT LABOR

52.222-21

FEB 1999

PROHIBITION OF SEGREGATED FACILITIES

52.222-26

MAR 2007

EQUAL OPPORTUNITY

52.222-35

SEP 2012

EQUAL OPPORTUNITY FOR VETERANS

52.222-36

OCT 2010

AFFIRMATIVE ACTION FOR WORKERS WITH

52.222-37

SEP 2010

EMPLOYMENT REPORTS ON VETERANS

52.222-50

FEB 2009

COMBATING TRAFFICKING IN PERSONS

52.223-6

MAY 2001

DRUG-FREE WORKPLACE

52.223-18

AUG 2011

ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING

52.225-13

JUN 2008

RESTRICTIONS ON CERTAIN FOREIGN PURCHASES

52.227-1

DEC 2007

AUTHORIZATION AND CONSENT

52.227-2

DEC 2007

NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT

52.229-3

APR 2003

FEDERAL, STATE, AND LOCAL TAXES

52.232-1

APR 1984

PAYMENTS

52.232-8

FEB 2002

DISCOUNTS FOR PROMPT PAYMENT

52.232-11

APR 1984

EXTRAS

52.232-17

OCT 2012

INTEREST

52.232-24

JAN 1986

PROHIBITION OF ASSIGNMENT OF CLAIMS

52.232-33

OCT 2003

PAYMENT BY ELECTRONIC FUNDS TRANSFER --

CENTRAL CONTRACTOR REGISTRATION

52.233-1

JUL 2002

DISPUTES

52.233-3

AUG 1996

PROTEST AFTER AWARD

52.233-4

OCT 2004

APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM

52.242-13

JUL 1995

BANKRUPTCY

52.244-6

DEC 2010

SUBCONTRACTS FOR COMMERCIAL ITEMS

52.246-25

FEB 1997

LIMITATION OF LIABILITY--SERVICES

52.249-2

MAY 2004

TERMINATION FOR CONVENIENCE OF THE

GOVERNMENT (FIXED-PRICE)

52.249-8

APR 1984

DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)

52.253-1

JAN 1991

COMPUTER GENERATED FORMS

52.243…