ENCL 3-50310222R0007-Clauses_SECIs.pdf

SECTION I - Contract Clauses & SECI Instructions

52.216-1 TYPE OF CONTRACT. (APR 1984)

The Government contemplates award of a Indefinite-Delivery Indefinite Quantity with fixed unit prices type contract resulting from this solicitation.

(End of provision)

52.216-18 ORDERING. (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of contract award through the date of contract expiration. Orders placed prior to contract expiration can continue for up to one year from the date of contract expiration.

52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(1) Any order for a single item in excess of $1,500,000.00;

(2) Any order for a combination of items in excess of $2,000,000.00; or

(3) A series of orders from the same ordering office within ten (10) days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within two (2) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after one (1) year from contract expiration date.

52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS-

COMMERCIAL ACQUISITION. (NOV 2021)

RFP# 50310222R0007

52.217-8 OPTION TO EXTEND SERVICES. (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within ten (10) days.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within one (1) day; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least five (5)days before the contract expires. The preliminary notice does not commit the Government to an extension.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

52.232-22 LIMITATION OF FUNDS. (APR 1984)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN 2013)

5003.05 SUBMISSION OF INVOICES - DELPHI EINVOICING SYSTEM (JANUARY

2022)

a. The Securities and Exchange Commission (SEC) will only accept electronic invoices submitted through the Delphi eInvoicing system on a completion of job basis or as otherwise authorized in any issued Task Order.

b. Payment system registration. All persons accessing the Delphi eInvoicing web-portal will be required to have their own unique user Delphi eInvoicing ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions. Click on the following link for instructions on establishing a login.gov account: https://login.gov/help/creating-an-account/how-do-i-create-an-account-with-logingov/.

(2) To create a login.gov account, the user will need a valid email address and a working phone number. The user will create a password and then login.gov will reply with an email confirming the email address.

(3) In order to set up a new user account or make changes to existing vendor Delphi eInvoice users who will submit invoices through the eInvoicing web-portal for payment and tracking purposes, notify iSupplier@sec.gov and include the contract/order number, the user's full name, valid email address (group mailboxes are not recommended), and current phone number of all vendor users. Vendor users will be notified via e-mail when the account is created. The vendor user will be provided detailed instructions for logging into their Delphi eInvoicing account.

(4) Training on Delphi. To facilitate use of DELPHI, comprehensive user information is available at http://einvoice.esc.gov

(5) Account Management. Vendors are responsible to contact the Delphi Help Desk when their firm's points of contacts will no longer be submitting invoices so they can be removed from the system. Instructions for contacting the Delphi Help Desk can be found at http://einvoice.esc.gov

c. Contractors are cautioned against submitting an invoice prior to goods and services being received/accepted. Invoices submitted prematurely may be rejected. Software license maintenance and subscriptions may be invoiced at the beginning of the contract period of performance.

d. The SEC's Delphi eInvoicing system is managed by the Enterprise Services Center (ESC). In order to receive payment and in accordance with the Prompt Payment Act, all invoices submitted as attachments in the Delphi eInvoicing web-portal shall contain the following:

(1) Company logo or letterhead

(2) Company name and payment address

(3) Company Point of Contact (POC) for the invoice with phone and e-mail

(4) Invoice number and invoice date

(5) Billing period

(6) SEC Contract number

(7) Task/Delivery Order number (if applicable)

(8) SEC Contracting Officer's Representative (COR name)

(9) Amount billed (by CLIN), current and cumulative

(10) Total amount billed this period

(11) Cumulative total billed to date

(12) Brief Description of Services Performed - General description only

e. If the contract includes allowances for travel, all invoices which include charges pertaining to travel expenses will catalog a breakdown of reimbursable expenses with the appropriate receipts to substantiate the travel expenses.

5004.00 APPOINTMENT OF CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(JANUARY 2022)

a. A Securities and Exchange Commission COR has been designated for administration and information relating to this contract. The SEC may also assign one or more Alternate CORs for this contract. The COR may not re-delegate his or her authority; only the CO has this authority.

A COR Appointment Letter (and ACOR Appointment Letter if applicable) detailing the designations will be e-mailed to the contractor.

b. The COR will manage the contract in coordination with the CO and within the terms of the contract. The COR's responsibilities include reviewing invoices and charges by the Contractor, informing the CO of areas where exceptions are taken, and accepting or rejecting invoices in the SEC's financial system. The COR shall be the primary point of contact responsible for communicating administrative guidance for on-boarding and off-boarding of Contractor Personnel, mandatory trainings, government closures, and other events as necessary. Unless otherwise specified in this contract, inspection and acceptance of supplies and/or services to be furnished under this contract will be performed by the COR.

c. 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.

6001.00 SEC NON-DISCLOSURE REQUIREMENTS AND AGREEMENTS (JANUARY

2022)

a. 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.

b. 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 5U.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.

c. 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.

d. 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.

6001.01 RESTRICTIONS ON USE, DISCLOSURE, AND DUPLICATION OF

CONFIDENTIAL AND NON-PUBLIC INFORMATION (JANUARY 2022)

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.

6002.00 TYPE OF CONTRACT (JANUARY 2022)

This is a Indefinite-Delivery Indefinite-Quantity with Firm-Fixed Unit Prices type contract/agreement.

6006.00 CONFLICTS OF INTEREST (JANUARY 2022)

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 an offeror, or representative of an offeror, in a procurement in which it has provided assistance in the preparation of the Government's requirements and specifications;

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

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

(c) Definition

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

(d) Restrictions

The Contractor agrees:

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

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

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

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

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

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

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

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

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

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

6007.00 COMPLIANCE WITH REGULATIONS (JANUARY 2022)

a. The Contractor shall comply with all statutes, regulations, directives, instructions, and references applicable to the conduct of this acquisition as imposed by the Federal Government and the SEC, including, without limitation, those specified or referred to in this contract.

b. The Contractor and its employees performing work on-site at SEC facilities shall become acquainted with and shall comply with the rules and regulations of the SEC's facilities, including, but not limited to security, controlled access, personnel clearances, and conduct with respect to health and safety at the site, regardless of whether or not title to the facility is vested in the SEC.

6009.05 CONTRACTOR PERSONNEL INTERIM DETERMINATION (JANUARY 2022)

a. Included with this award are four forms: Contractor Data Form, Optional Form 306 (OF306) "Declaration of Federal Employment," FBI Fingerprint Privacy Act Form, and a Credit Release Form. The Contractor must ensure that their personnel complete and return these forms to the

SEC. Contractor personnel must receive a favorable interim determination rendered by the Personnel Security Branch (PERSEC) of the SEC before they may begin work at the SEC. It is the Contractor's responsibility to ensure that their personnel receive these forms and return them to the contracting officer's representative (COR) for the contract/award as quickly as possible. A delay in completing the forms may delay the SEC start date for the contract/award. Once PERSEC receives the completed forms from the COR, PERSEC will reach out to the Applicant to have their fingerprints enrolled for the FBI criminal history records check and to obtain a completed security questionnaire via the automated system Electronic Questionnaires for Investigations Processing (e-QIP). The applicant is provided 5 days to enroll fingerprints and complete the e-QIP. It is the Contractor's responsibility to ensure that their personnel are in compliance. E-mails about these two processes will be sent to the Contractor's personnel once they are enrolled in USAccess for fingerprints and in e-QIP for completion of the security questionnaire. The COR or contracting officer (CO) may contact the Contractor for assistance if he/she is unable to obtain this information from the Contractor personnel.

b. Interim Check

Proposed contractor personnel ("Applicant") shall be subject to a complete interim check, which will be performed by the SEC. The interim check shall include a review of the completed OF- 306 Form "Declaration for Federal Employment," e-QIP questionnaire, a credit history check, and a review of the Applicant's criminal history. This interim check will determine the Applicant's ability to begin working on the contract/award. The Government reserves the right of final approval of Applicants.

c. The Applicant shall be given the opportunity to address the items which may have a negative impact on their entry on duty determination prior to an interim determination being rendered.

They will be contacted via email by PERSEC and be offered an opportunity to explain the circumstances and offer mitigating information regarding any adverse information. This information will be considered when rendering the interim determination. Failure to reply to the request for additional information will result in PERSEC utilizing the information available to make the decision.

d. No Applicant shall be assigned to the contract/award prior to contracting officer receiving approval of the entry on duty determination from PERSEC.

e. Background Check

Due to the sensitive nature of the information contained in SEC filings and concerns regarding the security and integrity of this information, the SEC may conduct a background check of an Applicant in addition to an interim check. It shall be the responsibility of the Contractor and individual contractor personnel, throughout the life of this contract/award, to inform the SEC of any information that would change their background or interim checks. The Contractor also agrees to include the substance of this instruction in any of its subcontracts.

f. In addition to the interim checks, a background investigation will be required for an Applicant requiring physical and/or logical access to SEC space and/or technology. Applicants may already have the appropriate level of background investigation prior to onboarding with the SEC. If that is the case and the Applicant receives a favorable entry on duty determination the Applicant's current favorably adjudicated background investigation will be reciprocally accepted by the SEC and the Applicant will not undergo any additional vetting. However, if a background investigation is needed, it will be scheduled by the SEC with the Department of Defense (DoD) Defense Counterintelligence and Security Agency (DCSA) following the issuance of the interim determination. Additionally, as determined by the SEC, some contractor personnel maybe required to undergo the full background investigation prior to being permitted to work on an SEC contract. The background investigation will include additional checks and vetting which may include information on prior employments, education, residences, criminal history, personal references and an interview with the contractor.

g. The Applicant must have a completed background investigation which has been reciprocally accepted or favorably adjudicated by the SEC in order to begin or continue work on an SEC contract/award. In most cases, if negative, derogatory or questionable information is obtained during the background investigation process, the Applicant will be given a chance to provide documentation or an explanation. If an unfavorable determination is rendered, the COR will contact the Contractor and the Applicant will not be allowed to begin or continue work on the contract/award.

6010.00 PERSONNEL AND CONTRACTOR RESPONSIBILITIES/STANDARDS OF

CONDUCT (JANUARY 2022)

a. The Contractor shall provide all management, supervision, and skilled personnel required for the effective and efficient performance of this contract. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of this contract. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce is essential. Contractor employees, agents, and subcontractor personnel (collectively, "Contractor Personnel") are not employees of the Government.

b. The Contractor shall designate a primary POC to communicate with the COR.

c. The SEC has the right to require the removal of any Contractor personnel assigned to this contract, at any time, for any reason.

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

e. Contractor shall be responsible for:

1. Approving time cards of Contractor Personnel.

2. Approving leave requests of Contractor Personnel.

3. Conducting performance evaluations of Contractor Personnel.

4. Making hiring and firing decisions for Contractor Personnel.

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

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

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

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

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

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

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

f. The Contractor is accountable to the SEC for the actions of its personnel. Contractor Personnel, when on-site at SEC facilities under this contract, shall only engage in duties specified in the statement of work, task order or other work statement, and not in other business, or political, charitable, or other duties. The Contractor shall not recruit on SEC premises or otherwise act to disrupt official SEC business. The Contractor shall be responsible when Contractor Personnel are on site at the SEC for maintaining satisfactory standards of competency, conduct, appearance, and integrity, and shall be responsible for taking such disciplinary action with respect to Contractor Personnel as may be necessary. Contractor Personnel are expected to adhere to standards of conduct that reflect credit on themselves, the contractor, the SEC and the Federal Government.

6010.01 KEY PERSONNEL (JANUARY 2022)

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

b. Following contract award the Contractor shall permit no substitution of key personnel without the written consent of the Contracting Officer, unless such substitutions are necessitated by an individual's sudden illness, death, or termination of employment. In the event that substitution of personnel is desired, the Contractor shall notify the Contracting Officer in writing at least thirty

(30) calendar days before any key personnel substitution is made, if possible. The Contractor shall submit a justification in sufficient detail to permit evaluation of the impact on contract performance, with the resume of the proposed replacement personnel. Proposed substitute personnel shall have experience and education at least substantially equal to those of the personnel being replaced unless approved in writing by the Contracting Officer. Requests for substitutions shall provide a detailed explanation of the circumstances necessitating such changes, a resume for each proposed substitute, and any other information are requested by the Contracting Officer. The Contracting Officer will evaluate such requests and promptly notify the Contractor of approval or disapproval thereof.

6012.00 IDENTIFICATION BADGES AND SECURITY (JANUARY 2022)

The Contractor shall be responsible for compliance by its employees with SEC security regulations, policies, and procedures including SECR 23-4 Facilities Access Card Policy. This includes wearing and safekeeping of SEC-issued identification badges (including Facility Access Cards and PIV cards). The SEC will issue Contractor identification badges to on-site and off-site contractor personnel, and the badges shall be worn in a manner that makes them visible at all times while employees are on SEC premises. The Contractor shall provide all requested information (the SEC will provide forms to the Contractor at time of award) required to facilitate issuance of identification badges and shall conform to applicable regulations concerning the use and possession of the badges. Contractors must immediately notify the COR in the event that a SEC-issued badge is lost or stolen. On the day of off-boarding, the contractor personnel's SEC-issued badges and keys must be provided to the COR who will return them to the Physical Security and Emergency Management Operations Badging Office in SEC Headquarters Room 1580 (SP1). If contractor personnel departs without turning in their SEC-issued badges or keys, the Contractor's point of contact must immediately provide these to the COR. The Contractor shall be responsible for ensuring that all items that were issued are returned within forty-eight

(48) hours following the contractor personnel's departure and/or termination to the COR.

6012.02 SEC SECTION 508 REQUIREMENTS (JANUARY 2022)

a. Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all Information and Communication Technology (ICT) products and services developed, acquired, maintained, and/or used under this contract/order must comply with the Information and Communication Technology Accessibility Provisions set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the "Access Board") in FAR 39.203 (a). The complete text of Section 508 Final Provisions can be accessed at Section 508 Law.

b. All ICT products must comply with the following requirements. Descriptions of the requirements are viewable at the link Section 508 Standards.

c. Offerors that fail to demonstrate compliance with the above requirements, may be eliminated from further consideration for award.

d. The offeror shall indicate for each line item in the schedule whether each product or service is compliant or non-compliant with the accessibility requirements at 36 CFR 1194 using a Voluntary Product Accessibility Template (VPAT 2.4). Further, the solicitation response must indicate where full details of compliance can be found (e.g., vendor's website or other exact location).

e. Offerors to this solicitation must provide any additional detailed information necessary for determining applicable Section 508 standards conformance. If an offeror claims its products and/or services, including ICT deliverables such as electronic documents, web content or electronic reports, meet applicable Section 508 standards, and it is later determined by the Government - i.e., after award of a contract/order, that products and/or services delivered do not conform to the described accessibility, remediation of the products and/or services to the level of conformance specified in the contract will be the responsibility of the offeror at its expense.

6014.00 USE OF CONTRACTOR DATA AND/OR MATERIALS (JANUARY 2022)

The Contractor acknowledges and agrees to the following: The SEC anticipates using the data and/or materials to conduct analyses for use in reports, studies, memoranda, and presentations.

The SEC anticipates the following types of situation where analyses based on underlying data may be made public: by the SEC itself (E.g., SEC rulemaking and/or analysis done as part of an inspection or enforcement action), by SEC staff where the SEC is directing or facilitating the publication (e.g., a staff study in response to a Congressional request), by SEC staff facilitating their own private publication where the Commission has not taken a position regarding the publication of the analysis(e.g., a research report to be submitted by the individual staff to an academic conference or journal), and a former employee of the SEC who has substantially completed the analysis while on staff and is facilitating his/her own private publication( e.g., a research report to be submitted to an academic conference or journal). In all of these situations, only "insubstantial amounts" of the licensed data and/or material would be made public and no raw data would be made public, the authors would agree to abide by all contractual terms and conditions, and as the owner/licensor of the data the Contractor would receive attribution and be cited as the data source. "Insubstantial amounts" means an amount that has no independent commercial value and could not be used as a substitute for the service or product or any part of it.

6016.00 SUPPLIES FOR SERVICE CONTRACTS (JANUARY 2022)

Space, desk, phone and computer will be made available to on-site contractor personnel at the SEC for use in the performance of their task and will be returned when they are no longer on-site. The Contractor is responsible for providing all other supplies required to perform the contract requirements with exception of those items identified in the contract to be provided by the government.

6018.00 CONTRACTOR PERFORMANCE EVALUATION (JANUARY 2022)

a. In accordance with FAR 42.1502, the SEC will submit an electronic record of the Contractor's performance to the Contractor Performance Assessment Reporting System (CPARS) for processing at least annually and at the time the work under a contract or order is completed.

b. The Contractor's information for CPARS is pulled from the Contractor's entry in SAM under the Past Performance Point of Contact for the company.

c. The Contractor's designated representative will have the ability to review, comment, and state whether or not the Contractor agrees with the evaluation and return the evaluation to the Contracting Officer (CO) per FAR 42.1503. The SEC's evaluation will be available to search in CPARS after 14 calendar days for Government use in evaluating the Contractor's past performance as part of a source selection action.

d. If the Contractor desires a meeting to discuss the evaluation, it must be requested, in writing to the CO, no later than seven calendar days from the receipt of the evaluation.

e. It shall be the sole responsibility of the Contractor to inform the CO or COR in writing of any changes to the Contractor's designated representative. Any such changes do not require a modification to the terms and conditions of the contract/order.

6019.02 MANDATORY TRAINING REQUIREMENTS FOR CERTAIN OFFSITE

CONTRACTORS (JANUARY 2022)

(a) Contractor employees, agents, subcontractor personnel and sole proprietors (collectively, "Contractor Personnel") shall complete the following initial mandatory training before starting work on an SEC contract: Protecting SEC Nonpublic Information Training for Certain Offsite Contractors

(b) Contractor Personnel shall complete initial mandatory training before starting work on the contract and annual refresher mandatory training. For contracts awarded prior to the effective date of this clause, contractor personnel shall comply with the requirements herein within 45 days of incorporating into the contract.

(c) All Contractor Personnel who have met the mandatory training requirement within the past 12 months are not required to retake the training, but must forward the LEAP training certificate to the Contracting Officer (CO) and Contracting Officer's Representative (COR) before starting work on a new SEC contract.

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

(e) The Contractor shall ensure that all Contractor Personnel assigned to perform the requirements set forth in this contract, timely complete all mandatory training requirements and comply with the provisions in those trainings. A reference copy of Protecting SEC Nonpublic Information Training for Certain Offsite Contractors is provided via contract attachment.

(f) Contractors are entitled to invoice for the actual time spent by Contractor Personnel completing required training after award, not to exceed .5 hours per training per Contractor Personnel.

(g) Online Access to Mandatory Training - Expert Services PersonnelBefore starting work on the SEC contract, Contractor Personnel performing expert services will access the Protecting SEC Nonpublic Information Training for Offsite Contractors online training course through SEC's LEAP Extended Portal, an online learning management system.

(h) You will not be permitted to start work until you complete the training course.

(1) If you have worked on other SEC contract(s) and completed the Protecting SEC Nonpublic Information Training for Offsite Contractors within the past 12 months, you may be current on the mandatory training requirement. Forward the LEAP training certificate to the CO and COR before following the instructions in the next paragraph.

(2) To access the Protecting SEC Nonpublic Information Training for Offsite Contractors, you must first self-register for an account in the SEC's LEAP Extended portal. The COR will provide instructions on how to self- register. In certain circumstances, the COR may direct you to follow a manual process to complete the training instead.

(i) Manual Access to Mandatory Training - Other Contractor Personnel

(1) For all other Contractor Personnel without access to the SEC's LEAP Extended Portal, or if the required content is otherwise unavailable through LEAP Extended Portal, or otherwise at the direction of the COR, Contractor Personnel shall complete the Protecting SEC Nonpublic Information Training for Offsite Contractors provided in this contract. Sign and return the attestation page through your company to the COR prior to starting work on the contract.

(2) Contractor Personnel must take Protecting SEC Nonpublic Information refresher training annually in order to continue working on the contract.

6020.00 CONTRACTOR WORKFORCE INCLUSION (JANUARY 2022)

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

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

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

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

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

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

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

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

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

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

g. Compliance with this standard does not necessarily satisfy the requirements of EO 11246, as amended, nor does it preclude OFCCP compliance evaluations and/or enforcement actions undertaken pursuant to that Executive Order, or demonstrate compliance with other FAR clauses that may be included in this contract.

6023.01 U.S. CITIZENSHIP FOR NON-IT SERVICES (JANUARY 2022)

Only U.S. citizens may perform work under this contract or agreement. The contractor shall include this language in all subcontracts at any tier.

6024.00 GOVERNMENT CLOSURES AND MODIFIED OPERATIONS (JANUARY

2022)

a. In the event of Government closure or modified operations, performance under this contract, in whole or in part, may be deemed essential by the SEC and required to continue. (For the purpose of this instruction, "Government closure" includes, but is not limited to, those due to local or national emergencies, inclement weather, Government shutdown, administrative closings, or similar Government directed closings. "Modified operations" may include, but is not limited to, recommended/required telework, unavailability of certain Government facilities, or other scenarios where alternative operations are necessary.)

b. The Contractor shall coordinate with the COR or the CO when Government closure or modified operations are anticipated. When not otherwise addressed in the Terms and Conditions of the contract, only a CO may approve requests for telework, work hour changes, alternate work sites, or other accommodations, if necessary.

c. For contract performance that does not continue during a government closure or modified operations, Contractors shall refer to the Terms and Conditions of the contract and their internal company policies, as needed.

d. Unless otherwise specified by statute, Contractors will not be paid for performance that has not occurred. For firm-fixed price contracts, the government reserves the right to renegotiate pricing when work cannot be performed. For other than firm fixed price contracts (i.e., time and materials and labor hour contracts), the contractor will not be reimbursed in the event of a government closure or delayed arrival when work is not performed.

e. This instruction is supplemental and does not preempt conflicting FAR clauses or other federal laws or regulations.