Combined Synopsis and Solicitation_Mock Jury 02282020- final.pdf

COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

General Information

Document Type: Combined Synopsis/Solicitation Solicitation Number: 50310220Q0030 Posted Date: February 28, 2020 Response Date/ Time: March 30, 2020 @3:00 pm, EST Questions Due Date/ Time: March 9, 2020 @3:00 pm, EST Classification Code: R418- Support-Professional: Legal Set Aside: 100% WOSB NAICS Code: 541199 – All Other Legal Services

Contracting Office Address

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

Description

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

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

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

The U.S. Securities and Exchange Commission (SEC) seeks to award a single Indefinite Delivery, Indefinite Quantity (IDIQ) contract in support of the Securities and Exchange Commission’s Division of Enforcement and any other division or office requiring the support required herein. The contractor will be required to provide non-personal professional Mock Jury / Jury Consultant (MJ/JC) legal support services and products to support the mission requirements, as described in the Statement of Work.

Special Instruction: GO/ NO-GO Factor:

Interested Quoters are hereby advised that meeting 100% of the Go/No Go Factor is required for further consideration. Quoters that are unable to meet the following, at the time of quotation submission, are encouraged to STOP*, as the Government will not reimburse or consider paying any costs that may be associated with the development or submission of quotations.

Factor 1. ____ Quoters shall have met the requirement in accordance with FAR 19.1503(c), as follows:

A WOSB concern eligible under the WOSB Program that has been certified by a SBA approved third party certifier, (which includes SBA certification under the 8(a) Program), must provide the following eligibility requirement documents-

(i) The third-party certification;

(ii) SBA’s WOSB Program Certification form (SBA Form 2413 for WOSB concerns eligible under the WOSB Program and SBA Form 2414 for EDWOSB concerns); and

(iii) The joint venture agreement, if applicable.

Factor 2. _____ The Quoters’ s team of consultants that are the primary persons working on each case shall include:

(a) at least one individual consultant who has a Ph.D. degree in psychology or similar behavioral science field, with a minimum of 2 years of experience working as a jury consultant; and

(b) at least one individual consultant who has a J.D. or comparable law degree, with a minimum of 7 years of experience as a trial lawyer, and either (A) experience having conducted, or having presided as judge in, at least 5 jury trials, or (B) experience having conducted at least 100 jury research studies of federal or state cases.

GO/ No-Go SUBMISSION INSTRUCTIONS:

Go/No-Go Factor submission shall be labeled Go/No-Go Factor, which shall include all supporting documentation, and shall be independent of the Quoter’s Technical and Price Quotations. The Go/No- Go Factor will only receive a “Go” or “No-Go” rating. *Therefore, if the Quoter fails to meet any one portion described in Go/No-Go Factor, the Quoter’s rating will be “No-Go” and the Quoter’s quote (technical and price) will be eliminated from further consideration.

Factor 1: Quoter shall provide 100% of all documentation, as described at FAR 19.1503(c), in order to support the requirement.

Factor 2: Quoter shall provide the resume of Key Personnel it intends on proposing for the effort, which shall include signed commitment letters.

All interested companies shall provide Quotes for the following:

Statement of Work (SOW) Mock Jury/ Jury Consultant Legal Support Services

Purpose: To retain a highly qualified consulting firm shall provide the SEC with all management, supervision, labor, facilities (if required), and materials necessary to perform Mock Jury/ Jury Consultant Legal support services on an IDIQ basis.

Discussion/ Background: The U.S. Securities and Exchange Commission’s (SEC) mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. The SEC’s Division of

Enforcement investigates possible violations of securities laws, recommends Commission action when appropriate, either in a federal court or before an administrative law judge, and negotiates settlements.

These activities are prescribed by the following Acts:

• Securities Act of 1933

• Securities Exchange Act of 1934

• Trust Indenture Act of 1939

• Investment Company Act of 1940

• Investment Advisers Act of 1940

• Sarbanes-Oxley Act of 2002

• Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

• Jumpstart Our Business Startups Act of 2012

The Securities and Exchange Commission (SEC) requires contract support for its legal efforts, including investigations, examinations, and litigation. The work of the SEC is managed by SEC

Government employees who define case, investigation, or other legal-related specific requirements and then obtain Contractor-provided support, as needed. The SEC cannot provide internal case numbers or names because it is non-public information, and from such information could be inferred the subject of investigations. Each SEC Division and Office has unique mission-driven needs which define its specific program requirements, and this allows each case or investigation manager to quickly assemble support resources to meet litigation demands.

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

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

Objective: The objective of this requirement is to obtain non-personal professional MJ/JC support services and products to support the mission requirements of the SEC. The primary users of these services are expected to be the Division of Enforcement and the Office of Compliance Inspections and Examinations, but other Divisions and Offices of the SEC are authorized to use the services. The SEC is comprised of the Home Office (Washington, DC), and 11 Regional Offices. A list of the SEC offices and their addresses is provided online at https://www.sec.gov/page/sec-regional-offices.

Scope of Work to be performed by Contractor:

Team Composition Requirement: The Quoter’s team of consultants that are the primary persons working on each case shall include:

(a) at least one individual consultant who is required to have a Ph.D. degree in psychology or similar behavioral science field, with a minimum of 2 years of experience working as a jury consultant; and

(b) at least one individual consultant who is required to have a J.D. or comparable law degree, with a minimum of 7 years of experience as a trial lawyer, and either (A) experience having conducted, or having presided as judge in, at least 5 jury trials, or (B) experience having conducted at least 100 jury research studies of federal or state cases.

The Mock Jury / Jury Consultant services: The services under the contract will consist primarily of Mock Jury Exercises (item a below), but on occasion may also include Jury Consultant Support, Focus Group Research, and Community Attitude Surveys (items b, c and d, below). Where activities are optional, they will be selected by the SEC attorneys on the Mock Jury and Jury Consultant Support Form.

All MJ/JC services include up to 4 hours of consultation billable in 15 minute increments.

a. Mock Jury Exercises. Prior to trial, conduct mock jury sessions for the SEC trial lawyers, as designated on the attached Mock Jury / Jury Consultant Support Form. These services include:

1. Prior to the mock jury exercise, learn the case through discussion with the SEC lawyers and by reading the pleadings and other appropriate case filings or other papers designated by the SEC attorneys.

2. Identify and screen a pool of mock jurors from the area where the trial will be held that will serve as our mock jury. Review the candidates and select panels of mock jurors.

Three panels of 12 mock jurors each is the default, but the SEC attorneys may request fewer or more people or panels on the MJ/JC request form.

A. Screen the mock juror candidates for potential conflicts.

B. Select the mock jurors so as to provide a cross-section reflecting the locality and demographic traits from which real jurors will be selected.

C. Obtain Non-Disclosure Agreements (NDAs) from all mock jurors.

D. Multiple panels will require multiple qualified individual consultants – one consultant per panel. Thus, contractor must provide a separate qualified individual consultant to observe and evaluate each panel during the mock jury exercise.

3. Locate and arrange for an appropriate facility for the mock jury exercise located where the trial will take place, and facilitate audio and video equipment for the lawyers’ presentations during the mock jury exercise. Provide a video/audio recording of the entire session (on DVD) with the written report. The facility should have sufficient space for all three panels together to watch the SEC’s presentations, along with a separate meeting room with one observation room for each panel, and any other special requirements for the mock jury.

4. Schedule the mock jury exercise for a date(s) and time that fits the SEC lawyers’ schedules and the SEC’s trial preparation schedule, including during non-regular business hours (e.g., evenings and weekends.) The SEC attorneys will designate whether the mock jury exercise will take place over one (1) or two (2) days.

5. In preparation for the mock jury exercise, work with the SEC lawyers to prepare introductory descriptions of the case to be read to the mock jury, shortened jury instructions and a verdict form for the mock jurors to use in their deliberations.

6. The mock jury exercise should proceed as follows:

A. Provide a neutral introduction to the mock jurors, after which the SEC attorneys will deliver opening / closing statements to all the mock jurors assembled for the session (together in one group).

B. After the opening/ closing, divide the whole group of mock jurors into

(normally) 3 panels of 12. Three panels of 12 mock jurors each is the default, but the SEC attorneys may request fewer or more people or panels on the MJ/JC request form. All of the panels will deliberate simultaneously. Panels should reflect a demographic balance and opinion balance based on the jurors’ written answers from the opening/ closing portion of the exercise. The actual number of mock juries and number of panels may be adjusted to meet the SEC attorney’s requirement as stated on the “Mock Jury and Jury Consultant Support Form.” The SEC attorneys will observe the deliberations from separate rooms (through one-way mirror, or video-audio feed).

C. Anonymously and in writing, poll the mock jurors and solicit written comments after several agreed-upon points in the exercise, including at minimum after a neutral introduction to the case, the SEC opening/ closing, the defense opening/closing, and the SEC rebuttal.

D. After the SEC attorneys’ presentations, provide the mock jurors with brief instructions, and facilitate deliberations for each panel. Each panel should engage in deliberations on its own, generally without significant intervention by contractor’s consultants. The contractor’s consultants (one for each mock jury panel), along with SEC attorneys, shall observe deliberations from an adjoining room. Each panel should be instructed to reach a unanimous verdict if at all possible. Provide each panel with the jury instructions and verdict form (which the contractor shall prepare in consultation with the SEC attorneys).

E. After the deliberations, the contractor’s consultants should question each panel to learn more about their reactions to the SEC and defense arguments.

7. Within fifteen (15) days after the exercise, or within such further time as the COR may allow, provide the SEC with a detailed, written report on the exercise. Report deliverables include: the results of the polls taken during the exercise, the demographics of the mock jurors, assessment of the jurors’ reaction to the parties’ facts and arguments, assessment of the jurors’ answers to key questions presented by the case, and the contractor’s or its consultant’s opinions and conclusions. The report is to be written with an eye towards assisting the SEC lawyers in assessing the persuasiveness of relevant facts and arguments, juror types who appear favorably or unfavorably disposed to the SEC case, and juror attitudes to such matters as the SEC, the government, the violations and defenses alleged in the case, the securities industry, or other relevant factors.

b. Jury Consultant Support. The SEC may direct that the contractor provide any of the following:

1. Voir Dire Assistance. Provide assistance to the SEC with preparing voir dire questions, preparing for jury selection, and, if allowed by the Court, developing a juror questionnaire. Contractor will provide the SEC attorneys with appropriate comments, suggestions and feedback as requested.

2. Jury Selection Assistance at Trial. Attend the jury selection portion of the trial and assist the SEC as necessary with the jury selection.

3. Juror research. This includes research on each prospective actual trial juror, if appropriate. Using the court provided completed juror questionnaires, gather appropriate publicly available information about each prospective juror, including:

Personal records (marriage, divorce, voting, bankruptcy, foreclosure)

Business records (liens, licenses, corporation and UCC filings)

Legal records (civil and criminal suits, tax liens, judgments)

Property records (property tax and assessment records)

Academic materials (yearbook and journalism, thesis)

Media mentions (including national and local publications)

Internet appearances (including websites, blogs and online publications) comprehensive report on exploration of social network activity, political activity (including voter history, campaign contributions, and lobbying activity), and military records.

Contractor will provide copies of such materials, and such written summaries or compilations of results as requested by the SEC attorneys.

c. Focus Group Research. The SEC may request contractor to conduct focus group research.

1. Focus group research is conducted in an informal and interactive atmosphere in which focus group members are encouraged to converse candidly about case issues with a litigation consultant. Contractor, in consultation with the SEC attorneys, will select a panel of focus group members recruited from the trial venue, arrange for the focus group session, and working with SEC attorneys, will create a focus group script and present SEC case facts and issues to the focus group in order to obtain feedback from the focus group and assess the effectiveness and persuasiveness of various allegations, facts, arguments, exhibits and demonstrative aids in the case, or to assess credibility and effectiveness of witnesses who are presented by video clips from depositions.

2. The contractor will locate and arrange for an appropriate facility for the focus group, in the same locality where the trial will take place. The facility should include a separate room (with one-way mirror, or audio-visual feed) from which SEC attorneys can observe the focus group session. The contractor will arrange for and provide any necessary audio/visual equipment.

3. The contractor will identify and screen a pool of focus group members from the area where the trial will be held. The contractor will review the candidates and select approximately 15 to 20 persons to participate in the focus group (the SEC attorneys may designate the number of focus group members). This process will include:

A. Screening the focus group candidates for potential conflicts.

B. Selecting focus group members to replicate the locality and demographic traits from which jurors will be selected.

C. Obtaining Non-Disclosure Agreements (NDAs) from all focus group members.

4. Prior to the focus group session, the contractor will learn the case from reviewing appropriate filings or other papers and through discussions with the SEC attorneys.

The contractor will work with the SEC attorneys to develop a series of segmented neutral or balanced presentations of case information to explore key case issues, along with questions to be asked or questionnaires to be completed by focus group members.

5. The SEC will specify whether the focus group session will be for a half or full day.

6. The focus group session will proceed as follows:

A. The contractor’s consultants will make the presentations of relevant facts, issues and other materials for the focus group to consider.

B. Focus group members then have an opportunity to provide immediate feedback and ask questions regarding the information presented.

C. The contractor will use appropriate means to gather and document the responses and opinions of focus group members.

D. The SEC attorneys will observe the session from a separate room (through one-way mirror, or video-audio feed).

7. Within 15 days after the focus group session, the contractor will provide the SEC attorneys with a written report containing the analysis of the focus groups results and recommendations for theme development and case presentation.

d. Community Attitude Surveys. The SEC may direct that the contractor conduct community attitude surveys.

1. A juror opinion poll (aka, a “community attitude survey” or “CAS”) consists of issuing a telephonic or online survey to a large sample of the juror-eligible population in the trial venue to poll particular attitudes and beliefs, and use them to inform case strategy, particularly for trial. Specifically, the CAS will allow the contractor to (a) assess jurors’ impressions of the parties, (b) determine case-relevant attitudes and beliefs, and (c) test a thumbnail version of the case to garner first-impression reactions.

2. The contractor will conduct the poll and provide a written report of the results within the time specified by the SEC attorney.

A. Period of Performance

The term of the MJ/JC IDIQ contract is one 5-year performance period with five 1-year Ordering Periods; commencing on June 18, 2020. This is not a multi-year contract as defined in FAR Part 17.1, Multiyear Contracting.

TOs may be issued at any time during the performance period. The performance periods will be specified in the TOs and may include option periods which extend the TO up to twelve (12) months beyond the expiration date of this IDIQ contract.

The Government reserves the right to issue a single Task Order annually to provide MJ/JC services for a one year period and drawdown funding from this task order award for the period of performance indicated in that TO.

B. Contract Minimum and Maximum Summary:

1. The MJ/JC guaranteed minimum is $2,000 and will be applied during the base period only.

During Ordering Period 1 of the contract, the minimum guarantee insures that a Contractor receives the minimum amount if no TOs are issued. Once TOs have been issued and the minimum is met during the current ordering period, the minimum funding will be de-obligated from the minimum guarantee TO.

Note: Fiscal Law requires an obligation to be recorded upon execution of the contract. Therefore, the guaranteed minimum will be obligated for the base ordering period for all successful Quoter at the time of IDIQ award (with the exception of the successful Quoter of the sample task award).

Once the guaranteed minimum is met through the successful award of a TO, the minimum amount will be de-obligated from the minimum guarantee TO.

2. The maximum (total) dollar amount of all orders issued under MJ/JC is the Government’s best estimate of the total value of all work to be performed.

Estimated Maximums

$5,500,000.00

C. By submitting a quotation, the quoter acknowledges the requirement to be registered in SAM (System for Award Management) database prior to award, during performance and through final payment of an IDIQ contract resulting from this solicitation.

Evaluation of Quotes The Government will award a single IDIQ contract resulting from this solicitation to the responsible quoter whose quote conforms to the solicitation and will be the Best Value to the Government, price and other factors considered. The following factors shall be used to evaluate quotes:

1. Technical capability

2. Corporate Experience

3. Past performance

4. Price

Factor 1- Technical Capability (Exceeds/ Met/ Does not Meet)

A capabilities statement demonstrating the knowledge, skills and ability to complete Mock Jury Exercises, Jury Consultant Support, Focus Group Research, and Community Attitude Surveys.

The contractor shall specifically address their capability and plan to reach each service area and subordinate tasks:

- Mock Jury Exercises – a1-7

- Jury Consultant Support – b1-3

- Focus Group Research – c 1-7

- Community Attitude Surveys – d1 and 2.

Technical Capability will be rated as Exceeds, Met, or Does not Meet. The Quoter must receive a rating of “Met” in all technical areas to receive an overall rating of “Met” in Technical Capability.

Factor 2- Corporate Experience (Exceeds/ Met/ Does not Meet)

The Government will evaluate the quality and extent of Quoter’s experience deemed relevant to the requirements of this RFQ. At least three years of demonstrable industry experience for all key personnel with supporting resumes involved in providing Mock Jury/ Jury Consultant support specifically listed.

Corporate Experience will be rated as Exceeds, Met, or Did Not Meet. The Quoter must receive a “Met” in order to receive an overall rating of “Met” in Corporate Experience.

Factor 3-Past Performance (Exceeds/Met/ Does not Meet/Neutral)

The Government will evaluate the quote based on clear demonstrations of recent a minimum of three

(3) (Jan 2017 – Dec 2019) and relevant (Mock Jury/ Jury Consultant Support services in cases related to federal securities laws) experience. The Government reserves the right to review the Past Performance Information Retrieval System (PPIRS) and other sources in order to validate or obtain new information.

The following information shall be provided for each project:

a) Project Title

b) Description of the Project

c) Contract/Task Order Number

d) Contract/Task Order Amount

e) Government Agency/Organization

f) COR’s name, address, phone number and email address

g) Contracting Officer’s name, address, telephone number and email address

h) Current status (e.g., completed and/or in progress, start and estimated completion dates)

i) Key personnel (please identify those individuals who worked on the relevant project and are also proposed for this effort)

j) A brief narrative of why your firm believes this reference is relevant to the proposed task

Past Performance shall be rated Met, Does Not Meet or Neutral. If there is no past performance, it is considered "unknown", which is rated as neutral.

Factor 4 - Price

a) Evaluation of Price: The Government will evaluate quotes, for the purpose of award, by adding the total price of all sample requirements, inclusive of any options. Sample pricing shall be based on fully burdened (inclusive of all direct and indirect costs, overhead, and profit) firm-fixed unit prices located in the Quoter’s Pricing Table.

b) The Government may determine that a quote is unacceptable if the option prices in the Pricing

Table are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s). Evaluations shall be based on the comparison of competitive quotes and the Independent Government Cost Estimate (IGCE).

Preparation of Quotations: The SEC will not pay any costs incurred in preparation and submission of quotations.

A written notice of award or acceptance of a quote, mailed or otherwise furnished to the successful quoter within the time for acceptance specified in the quote, shall result in a binding contract without further action by either party. Before the quote's specified expiration time, the Government may accept a quote (or part of a quote), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

The following are the SEC Local Clauses are applicable to this acquisition:

PACKAGING AND MARKING

(SEC 2001.00) PACKAGING AND MARKING (MAR 2009)

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

(SEC 2002.00) MARKING (MAR 2009)

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

(SEC 2003.00) ADDITIONAL SHIPPING INSTRUCTIONS (MAR 2009)

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

INSPECTION AND ACCEPTANCE

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

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

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

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

The period of performance for this contract is 06/18/2020 – 06/17/2025. The IDIQ will consist of one 5-year performance period with five 1-year Ordering Periods, as follows:

Ordering Period Dates Ordering Period 1 06/18/2020 – 06/17/2021 Ordering Period 2 06/18/2021 – 06/17/2022 Ordering Period 3 06/18/2022 – 06/17/2023 Ordering Period 4 06/18/2023 – 06/17/2024 Ordering Period 5 06/18/2024 – 06/17/2025

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

SEC 4004.00 is pertinent to all Task Orders associated with the IDIQ.

TASK ORDERS PERFORMANCE PERIOD AND PRICING

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

DELIVERY

The services required under each individual TO shall be delivered and received as specified in each TO.

PLACE OF PERFORMANCE

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

TO.

DELIVERABLES

The following table provides a list of required deliverables.

Contract Section

Deliverable Delivery Timeline Deliver To

Deliver Schedule

Scope of Work Task Reporting

As specified on this Task Order with its Mock Jury / Jury Consultant Support Form

COR Whenever an invoice for partial payment is submitted. See the Task Order Payable Milestones table.

Scope of Work Final Report The Contractor shall submit its final report.

SEC

Attorney

Within fifteen (15) days after the exercise

Contract Administrative Data

Summary Report:

Mock Jury / Jury Consultant Support Form Exercise or Task Orders

The Contractor shall submit a summary report as described in the task order requirements.

COR At the conclusion of the support outlined in the Mock Jury / Jury Consultant Support Form or Task Order, along with the invoice for final payment

Special Contract Requirements

Non- Disclosure Agreement

Prior to Contractor Personnel work on SEC projects

COR At time of task order award when Contractor Personnel is identified

Special Contract Requirements

Contractor Employee Conflict of Interest

The Contractor shall notify the SEC of potential conflicts of interests such as the Contractor Personnel or their family and friends working with opposing counsel. Prior to assigning work to a Contractor

CO, COR As conflicts of interest arise personnel, the Contractor will ensure no Conflicts of Interest are involved

Except for contract-level deliverables, all applicable Mock Jury / Jury Consultant Support Form/ TO deliverables, required delivery dates, destination of delivery, and schedule for completion of work to be performed will be specified in each Mock Jury / Jury Consultant Support Form /TO issue under this contract, as applicable.

Each contract-level and Mock Jury / Jury Consultant Support Form /TO-level deliverable shall be accompanied by a cover letter from the Contractor on its company letterhead. Multiple deliverables may be delivered with a single cover letter describing the contents of the package.

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

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

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

The contract-level deliverables to be furnished under this contract shall be delivered electronically to the COR/ACOR identified in SEC 5004.00 of this contract. All TO-level deliverables shall be delivered as stated in the TO.

All IDIQ deliverables are expected to be paperless. However, if there’s a need to submit a paper deliverable it shall be submitted to the address stated in the TO.

(SEC 4004.00) DOCUMENTING, INSPECTING, AND ACCEPTING CONTRACT

DELIVERABLES

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

CONTRACT ADMINISTRATIVE DATA

(SEC 5001.00) CONTRACT ADMINISTRATION (DEC 2001)

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

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

U.S. Securities and Exchange Commission Office of Acquisitions Attn: D’Jaris Gladden, Contracting Officer 100 F Street, NE Washington, DC 20549 Email: GladdenD@sec.gov

(SEC 5001.03) CONTRACT ADMINISTRATION FOR NON-SEVERABLE

SERVICES (AUG 2013)

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

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

(COR).

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

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

d. SEC employees work with the assigned CP.

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

(SEC 5003.00) SUBMISSION OF INVOICES (APR 2012)

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

Invoices shall be submitted on a monthly basis.

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

Electronic/e-mail Invoice Instructions:

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

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

• Subject Line: Company name and the invoice number mailto:GladdenD@sec.gov

• Email Message

• Company logo or letterhead

• Company name and payment address

• Company point of contact (POC) for the invoice with phone and e-mail

• Invoice Number

• SEC Contract or Order number

• SEC COR

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

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

• Clearly mark the final invoice with “FINAL INVOICE”

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

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

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

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

U.S Securities and Exchange Commission SEC Accounts Payable Branch

AMZ-160

P.O. Box 25710 Oklahoma City, OK 73125

(SEC 5004.00) APPOINTMENT OF CONTRACTING OFFICER’S

REPRESENTATIVE (COR) (NOV 2012)

a. Nancy McClain / McClainN@sec.gov and Dionna Moore / MooreDi@sec.gov are hereby designated the Securities and Exchange Commission COR and Alternate COR for administration and information relating to this contract.

mailto:McClainN@sec.gov mailto:MooreDi@sec.gov

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

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

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

(SEC 5007.00) Payment Information (Mar 2018)

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

CONTRACT OPTIONS FOR TASK ORDERS

a. Award of an initial Task Order will not obligate the Government to exercise any contractual option. Prior to exercising any option, the Government will make a determination that:

(1) Funds are available;

(2) The requirement covered by the option fulfills an existing need of the Government; and

(3) The exercise of the option is the most advantageous method of fulfilling the Government’s need, price and other factors considered.

b. Failure to exercise an option shall not obligate the Government to pay any charges other than the contract price including exercised options.

TASK ORDERS

Summary Report: At the completion of a Task Order, the Contractor may submit a summary report, as described in the task order requirements. See Deliverables.

GOVERNMENT-CONTRACTOR RELATIONSHIP

Contractor Personnel Shall Not Exercise Personal Judgment and Discretion on Behalf of the SEC

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

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

SPECIAL CONTRACT REQUIREMENTS

NON-PERSONAL SERVICES

This is not a personal services contract. The Government and the Contractor understand and agree that the services delivered by the Contractor to the Government are non-personal services. The parties also recognize and agree that no employer-employee or master-servant relationship exists or will exist between the Government and the Contractor. Contractor personnel are not employees of the Federal Government and are not eligible for entitlement and benefits given federal employees.

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

(SEC 6001.00) SEC NON-DISCLOSURE REQUIREMENTS AND AGREEMENTS

(FEB 2018)

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

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

An officer or executive authorized to bind the Contractor shall execute the non-disclosure agreement (Attachment 1) on behalf of the Contractor and return it to the Contracting Officer prior to the Contractor commencing work on the contract. The Contractor shall submit to the Contracting Officer a list of its employees, agents, and subcontractors that will be authorized access to SEC information by virtue of performing the requirements set forth in this contract. Each person identified on the list shall then sign the non-disclosure agreement on behalf of themselves (Attachment 2) and submit it to the Contracting Officer before commencing work on the contract.

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

(End of clause)

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

CONFIDENTIAL AND NON-PUBLIC INFORMATION (NOV 2010)

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

(SEC 6002.00) TYPE OF CONTRACT (MAR 2009)

This is a single award IDIQ contract with Firm Fixed Price Task Orders.

(SEC 6003.00) REPRESENTATIONS AND CERTIFICATIONS (MAR 2009)

The Contractor’s completed Representations, Certifications, and Other Statements of Quoters or

Respondents is located at https://www.sam.gov/portal/public/SAM/.

(SEC 6006.00) CONFLICTS OF INTEREST (FEB 2019)

(a) General

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

(b) Purpose

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

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

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

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

(c) Definition

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

(d) Restrictions

The Contractor agrees:

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

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

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

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

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

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

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

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

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

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

6010.01 Key Personnel (July 2019)

Key personnel is/are essential to the successful performance of work under this…