RFP 12-R-0005 401-(k) Plan.docx

HDQMWR-12-R-0005

HDQMWR-12-R-0005

NOV 22, 2011

7. ISSUED BY CODE

8. ADDRESS OFFER TO (If other than item 7)

COMMANDER NAVY INSTALLATIONS COMMAND

FACILITIES AND ACQUISITIONS BRANCH N944

5720 INTEGRITY DRIVE LASSEN BUILDING 457

MILLINGTON, TN 38055-6500

POC: JOHN WOLFSLAU

COMM: 901/874-6902/ FAX: 901/874-2073

EMAIL: john.wolfslau@navy.mil

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

SOLICITATION

(Hour)

(Date)

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

11. TABLE OF CONTENTS

STATEMENTS OF OFFERORS

32-34

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

(See Section I, Clause No. 52-232-8)

CODE

FACILITY

AWARD (To be completed by Government)

SEE SECTION G

SECTION G

24. ADMINISTERED BY (If other than Item 7) CODE

25. PAYMENT WILL BE MADE BY CODE

SEE SECTION G

(Signature of Contracting Officer)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

PART I, SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS

B-1. PRICE PROPOSAL

a. Proposal items pertain to the service requested by Commander, Navy Installations Command, Fleet and Family Division in accordance with the information provided herein. Any exclusions to this information shall be assumed to be included if they are normal, ordinary, and necessary in administering the Commander, Navy Installations Command nonappropriated bundled 401(k) plan.

b. The Offeror shall use the following format to submit firm fixed fees/prices or basis points, etc for the base contract period of two years and three option years.

c. Participant fees are inclusive of all costs associated with providing the services listed below and will be firm fixed with the same participant fee for the duration of the Contract.

BASE PERIOD OF 24 MONTHS (2 YEARS)

CLIN 0001 ACCOUNT MANAGEMENT SERVICES

ANNUAL PER PARTICIPANT FEE _______________

Contractor shall provide Account Management Services in the following areas and as more fully described in Section C

A. Record Keeping/ Administrative Support B. Inter-Active Participation Services for Employees/Employees Self-Service Portal C. Investment Management Services D. Communications with Employees E. Regulatory Services F. Transition From Current Service Provider G. Reports Management and Employees H. Innovation and Enhancement of Services to CNIC and NAF Employees

The annual per participant fee shall include as a minimum the following services:

· Daily Account Valuation & Maintenance

· Tax Reporting (1099R)

· Participant Quarterly Statement

· Ongoing education needs for plan sponsor, managers and employees

· Quarterly plan sponsor and employee meetings

· General investment information

· Participant Pin #'s (account inquires)

· Active marketing of 401(k) plan

· Account balance inquires

· Unlimited Investment reallocation

· Changes for investment of future contributions (per pay period

· Investment Results Report

· Operator availability

· Internet capabilities

· Employee Self-Service Portal

· 24-hour toll free access to voice response system

· Customer Service Metrics

Any additional services not listed above and are included in the annual per participant fee should be addressed in the offeror's proposal.

CLIN 0002 OTHER FEES

(Fill-in appropriate fee or indicate no-fee, as applicable):

Complete Master Plan Adoption Agreement (MPAA)

Ongoing Maintenance of (MPAA)

Conversion of current Plan

Note: Unless otherwise clearly provided in the offerors' proposal, the fees specified above represent the total compensation for accomplishment of all services specified herein, and there will be no additional administrative, legal, investment or any other type of cost or fee.

CLIN 0003 INVESTMENT OPTIONS

Contractor shall provide investment options for NAF employees in a minimum of 8 different funds. Contractor shall provide the applicable expense percentages to include expense ratios for each investment option and fund percentages and fund performance information, as well as copies of each fund's prospectus.

INVESTMENT OPTION 1 ______________________________

INVESTMENT OPTION 2 ______________________________

INVESTMENT OPTION 3 ______________________________

INVESTMENT OPTION 4 ______________________________

INVESTMENT OPTION 5 ______________________________

INVESTMENT OPTION 6 ______________________________

INVESTMENT OPTION 7 ______________________________

INVESTMENT OPTION 8 ______________________________

*ADDITIONAL FUNDS ______________________________

)CLIN 0004 BASIS POINTS __________________

Contractor shall provide the annual employees charge expressed in basis points for administration and record keeping services.

1ST OPTION YEAR

CLIN 1001 ANNUAL PER PARTICIPANT FEE _______________

· Daily Account Valuation & Maintenance

· Tax Reporting (1099R)

· Participant Quarterly Statement

· Ongoing education needs for plan sponsor, managers and employees

· Quarterly plan sponsor and employee meetings

· General investment information

· Participant Pin #'s (account inquires)

· Active marketing of 401(k) plan

· Account balance inquires

· Unlimited Investment reallocation

· Changes for investment of future contributions (per pay period)

· Investment Results Report

· Operator availability

· Internet capabilities

· Employee Self-Service Portal

· 24-hour toll free access to voice response system

Any additional services not listed above and are included in the annual per participant fee should be addressed in the offeror's proposal.

CLIN 1002 OTHER FEES

Ongoing Maintenance of (MPAA)

CLIN 1003 FUND EXPENSES

Contractor shall recommend investment options (a minimum of S diversified funds) providing the applicable expense percentages to include expense ratios for each investment option and fund percentages and fund performance information, as well as copies of each fund's prospectus.

INVESTMENT OPTION 1 ____________________________

INVESTMENT OPTION 2 ____________________________

INVESTMENT OPTION 3 ____________________________

INVESTMENT OPTION 4 ____________________________

INVESTMENT OPTION 5 ____________________________

INVESTMENT OPTION 6 ____________________________

INVESTMENT OPTION 7 ____________________________

INVESTMENT OPTION 8 ____________________________

*ADDITIONAL FUNDS ____________________________

CLIN 1004 BASIS POINTS _________________

Contractor shall provide the annual employees charge expressed in basis points for administration and record keeping services.

SECOND OPTION YEAR

CLIN 2001 PER PARTICIPANT FEE ________________

· Daily Account Valuation & Maintenance

· Tax Reporting (1099R)

· Participant Quarterly Statement

· Ongoing education needs for plan sponsor, managers and employees

· Quarterly plan sponsor and employee meetings

· General investment information

· Participant Pin #'s (account inquires)

· Active marketing of 401(k) plan

· Account balance inquires

· Unlimited Investment reallocation

· Changes for investment of future contributions (per pay period

· Investment Results Report

· Operator availability

· Internet capabilities

· Employee Self-Service Portal

· 24-hour toll free access to voice response system

Any additional services not listed above and are included in the annual per participant fee should be addressed in the offeror's proposal.

CLIN 2002. OTHER FEES

Ongoing Maintenance of (MPAA)

CLIN 2003. FUND EXPENSES

Offerors shall recommend investment options (a minimum of 8 diversified funds) providing the applicable expense percentages to include expense ratios for each investment option and fund percentages and fund performance information, as well as copies of each fund's prospectus.

INVESTMENT OPTION 1 _____________________________

INVESTMENT OPTION 2 _____________________________

INVESTMENT OPTION 3 _____________________________

INVESTMENT OPTION 4 _____________________________

INVESTMENT OPTION 5 _____________________________

INVESTMENT OPTION 6 _____________________________

INVESTMENT OPTION 7 _____________________________

INVESTMENT OPTION 8 _____________________________

*ADDITIONAL FUNDS _____________________________

CLIN 2004. BASIS POINTS _______________

Offerors shall provide the annual employees charge expressed in basis points for administration and record keeping services.

THIRD OPTION YEAR

CLIN 3001. PER PARTICIPANT FEE ______________

· Daily Account Valuation & Maintenance

· Tax Reporting (1099R)

· Participant Quarterly Statement

· Ongoing education needs for plan sponsor, managers and employees

· Quarterly plan sponsor and employee meetings

· General investment information

· Participant Pin #'s (account inquires)

· Active marketing of 401(k) plan

· Account balance inquires

· Unlimited Investment reallocation

· Changes for investment of future contributions (per pay period

· Investment Results Report

· Operator availability

· Internet capabilities

· Employee Self-Service Portal

· 24-hour toll free access to voice response system

Any additional services not listed above and are included in the annual per participant fee should be addressed in the offeror's proposal.

CLIN 3002. OTHER FEES

Ongoing Maintenance of

(MPAA)

Phase Out Fee

Note: The Phase-Out Fee is a charge to transfer all records to the successful offeror, if the contractor does not receive the follow-on contract. The Phase-Out Fee will be incurred at the end of the contract period, which may occur at the end of any option year.

CLIN 3003. FUND EXPENSES

Offerors shall recommend investment options (a minimum of 8 diversified funds) providing the applicable expense percentages to include expense ratios for each investment option and fund percentages and fund performance information, as well as copies of each fund's prospectus.

INVESTMENT OPTION 1 ___________________________

INVESTMENT OPTION 2 _____________________________

INVESTMENT OPTION 3 _____________________________

INVESTMENT OPTION 4 _____________________________

INVESTMENT OPTION 5 _____________________________

INVESTMENT OPTION 6 _____________________________

INVESTMENT OPTION 7 _____________________________

INVESTMENT OPTION 8 _____________________________

*ADDITIONAL FUNDS __________________________________

CLIN 3004. BASIS POINTS _____________

Offerors shall provide the annual employees charge expressed in basis points for administration and record keeping services.

PART I, SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENTS

C-1. INTRODUCTION

This requirement is for the Contractor to administer the Commander, Navy Installations Command (CNIC) nonappropriated (NAF) bundled 401(k) plan. The bundled plan includes trustee, record keeping, administration, investment and custodial services

C-2. DEFINITIONS/ACRONYMS

· "MWR" means Morale, Welfare and Recreation. The Navy's MWR programs are on every Navy installation world-wide at over 140 locations with varying degrees of MWR program operations.

· “CNIC” means the Navy's program manager for a variety of recreational, social and community support programs for Naval personnel worldwide. The primary programs provided through MWR are clubs, golf, marinas, child care, sports, fitness and youth activities.

· "Contractor" means the individual, partnership, corporation, or entity that is awarded the contract to provide bundled 401(k) administration.

· "Contracting Officer" is the person with authority to execute or administer a contract on behalf of the nonappropriated fund activity or the activity the successor or successor

· "Contracting Officer's Representative" (COR) is the person that acts as a liaison between the contractor and the contracting officer. The COR is responsible for clarifying contract requirements as necessary with the respect to the specification or statement of work and monitoring the progress and quality of contract performance.

· "ADP" is the Commander, Navy Installations Command’s NAF current payroll contractor

· “SAP” is Human Resources Information System currently used by Commander, Navy Installations Command.

· "Plan Trustees" are a group of individuals appointed by CNIC to administer and provide oversight for 401K Plan.

· “TRO” – means Total Retirement Outsourcing. TRO enables companies to outsource the administrative services associated with retirement plans to a single provider. It also allows employers to enjoy the simplicity and convenience of a single provider for their retirement plan needs. That means one service provider for defined benefit (DB) and defined contribution (DC) plans, one source of retirement information for employees, and one point of contact for employers.

C-3. BACKGROUND

Commander, Navy Installations Command (CNIC) is the Navy's program manager for a variety of recreational, social and community support programs for Naval personnel worldwide. The primary programs provided through MWR are clubs, golf, marinas, child care, sports, fitness and youth activities. As the program manager, CNIC, Fleet & Family Division provides management direction and oversight to the various components of CNIC, MWR field activities functioning in a manner similar to a corporate headquarters. CNIC is a non-appropriated funded instrumentality of the United States Government. It is a self-sustaining organization that generates the revenue necessary to operate through the sale of goods and services to authorized patrons.

a. CNIC Payroll Information

· Employees are paid biweekly on a single uniform pay-date

· 26 pay periods a year with approximately 118 payroll locations (includes overseas locations)

· 1 central payroll processor (payroll contractor)

· 2 central bank accounts for Electronic Fund Transfer (EFT)

· 2 central bank accounts for payroll checks

· Bi-weekly contributions are electronically transferred

b. Current 401(k) Plan Statistics (as of 12/31/10)

The 401(k) plan statistics above are based on participation effective December 31, 2010. There is no guarantee that eligible employees will continue to participate in the 401(k) plan. The number of active participants could vary from current levels.

c. Amount of 401(k) Contributions

Employees may choose to withhold any percent of their salary for the 401(k) program, subject to a maximum annual contribution of $16,500.00 for employee funds. In addition, CNIC provides an employer match dollar for dollar of up to 3%. The Contractor's Plan shall accommodate this option and other option changes as required by the CNIC.

C-4. SCOPE OF WORK

The contractor is responsible for the following:

a. Record Keeping/Administrative Requirement

· Receiving employee funds from payroll contractor biweekly.

· Receiving employer match from CNIC biweekly.

· Distributing and accounting for each employee's contribution and employer match.

· Making investment distributions as directed by participants.

· Processing in-service withdrawals and hardship withdrawals.

· Processing lump sum distributions to another qualified plan or IRA.

· Processing rollovers from another qualified 401(k) plan.

· Providing Administration Manual to employer.

· Providing employee with quarterly statements of participant balance, employee contributions, employer match, expenses, and investment returns.

· Providing and reporting employer and employees with quarterly allocated earnings.

· Recording and reporting employer and employee contributions separately for each investment option.

· Providing timely deposit of employee and employer contributions into the prescribed investment options.

· Providing on-line system for transfer for contributions from CNIC to contractor.

· Providing and reporting to Federal and State tax authorities yearly.

· Preparing and filing 1099R tax forms yearly.

b. Inter-Active Participation Services for Employees/Employees Self-Service Portal

· Providing 24 hour secure voice response system (VRS) that will allow participants to make investment reallocations, review account information, check balances and PIN requests.

· Allowing access to VRS via an 800 number.

· Providing secure Internet service that allows investment reallocations.

· Providing the employee with assistance via access to live trained representatives during peak and core business hours.

· Providing local plan administrator with on-line access to the record keeping system.

c. Provide Investment Management Services as follows:

· A minimum of eight diversified investment options. Each investment option should have at least a three-year track record of performance.

· Assistance to participants in choosing investment options.

· On request and quarterly investment performance reports to employees showing return, a benchmark comparison, and expense ratios.

· A quarterly report to CNIC with the following information:

-Fund return -Fund diversification -Style drift -Expense ratio -Return compared to benchmark -Expense ratio compared to peer group -Evaluation of each investment options

· Ability to change investment options daily thru VRS and internet.

· Access to fund valuations daily.

· Have a formal investment review/evaluation process for each investment option.

· Which of the following activities in the following table below are executed?

ACTIVITIES

Enrollments

Contribution Rate Changes (including an automated interface to payroll)

Investment election changes

Fund transfer requests

Rollovers

Address changes

Questions on employee statements

Questions on taxability of distributions

Investment information

Plan information

Information requests for prospectuses and statements

d. Communication to NAF Employees

· Providing multilingual enrollment and marketing materials before enrollment, during enrollment and on an ongoing basis.

· Presenting multilingual marketing campaign to encourage enrollment and participation.

· Preparing multilingual announcement material, explanatory booklets, posters, payroll stuffers, newsletters, group meetings, one-on-one counseling, and any other form of communication considered appropriate to advertising the plan and to notify employees of open seasons and enrollment eligibility requirements.

· Providing multilingual benefits enrollment package to employee and explaining benefits

· Reviewing enrollment forms for completeness and to determine eligibility.

· Replying to questions regarding plan provisions, plan cost deductions. Confirming any changes in percentage for contribution elections.

· Reviewing payroll tape containing contributions and record all contributions for investment purposes to ensure dollars were transferred to the appropriate fund.

· Preparing quarterly statements to all participants showing total contributions, any interest or dividends earned, and any change in market value.

e. Regulatory Services

· Provide customized and/or prototype plan document to CNIC.

· Provide customized and/or prototype Summary Plan Description (SPD) to CNIC.

f. Conversion

· Providing a conversion plan to transfer 401(k) records and data from current contractor.

· Provide a plan of action, coordinate, and convert the existing plan from the current custodian (Mass Mutual). The conversion should be completed within 90 days from notification of contract award.

· Each offeror must describe how the company will manage the transition if other than the incumbent receives the contract award. Provide a description of your transition team to include staff size, experience and turnover rates.

g. Reports

· Provide the following reporting capability to CNIC:

-Quarterly roll up of contribution allocated.

-Quarterly report of enrollments and the number of participants invested in each fund.

-Monthly report of terminations and in-service withdrawals.

-Ability to access employee account information on-line.

-A quarterly report to the 401(k) Plan Trustees of Investment performance for each investment option.

-A comprehensive annual report showing the performance evaluation of each investment option, fund expenses and administrative costs. The report should contain comparative data of benchmarks and peer groups. The report should also be comprehensive enough to enable the 401(k) Plan Trustees Committee to fulfill its fiduciary responsibilities for the Plan. The Contractor will orally present this report to the Plan Trustees.

h. Innovations

· Recommend and provide implementation assistance with any innovative services or products that will enhance the CNIC 401(k) program.

C-5. PLACE OF PERFORMANCE. All functions are to be performed at the contractor's place of business.

C-6. PERIOD OF PERFORMANCE. The period of performance for this contract shall be for a base period of two (2) years with three (3) one (1) year option periods for a total contract duration not to exceed five (5) years.

C-7 PAYMENT FOR SERVICE. The contractor will be compensated for fees in accordance with Section B.

C-8 GOVERNMENT PROVIDED INFORMATION:

Commander, Navy Installations Command the following information:

· current participants balance to date.

· total employee contributions to date.

· employer-matching funds to date.

· employee and employer matching funds biweekly

· Confirm that payroll records show the proper contribution amount is deducted from employee's pay.

C-9 CONTRACTOR PERSONNEL QUALIFICATION.

The Contractor shall assign to the contract qualified personnel, with a least five years of relevant experience, to perform the requirements as outlined in the Statement of Work.

PART I, SECTION E - INSPECTION AND ACCEPTANCE

See Contract Clause Number 10 (Section I).

PART I, SECTION F - DELIVERIES OR PERFORMANCE

Contract Period of Performance is a Two (2) Year Base Period beginning on Award date, with Three (3) One-Year Option Periods.

PART I, SECTION G - CONTRACT ADMINISTRATION DATA

G-1. INVOICES. The Contracting Officer’s Representative (COR) will review all invoices accuracy prior to acceptance.

G-2. METHOD OF PAYMENT. Payment will be made within 30 days after acceptance of proper invoice (reference Section I, Clause No. 12, "Invoices"). Submit invoices to CNIC, Fleet and Family Division at the following address:

Commander, Navy Installations Command Millington Detachment (N941) 5720 Integrity Drive, Bldg 457 Millington, TN 38055-6500

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

The COR serves primarily as liaison between the Contractor and the Contracting officer. The COR clarifies contract requirements as necessary with respect to the specification or statement of work, and monitors the progress and quality of contractor performance. The COR reports discrepancies to the contracting officer. The COR may not direct the contractor in performance of the work. The COR will inspect and/or accept the services and/or deliverables due as the Contracting Officer's representative. All matters pertaining to this contract of a technical nature should be referred to the below listed Contracting Officer's Representative:

The COR is not an Administrative Contracting Officer and does not have authority to direct the accomplishment of effort that is beyond the scope of the statement of work in the contract.

When, in the opinion of the Contractor, the COR requests effort outside the existing scope of the contract, the Contractor shall promptly notify the Contracting Office in writing. No action shall be taken by the Contractor under such direction until the Contracting Officer has issued a modification to the Contract; or until the issue has been otherwise resolved.

NOTE: THE COR DOES NOT HAVE THE AUTHORITY TO CHANGE ANY ASPECT OF THE CONTRACT, NOR TO OBLIGATE THE CNIC IN CONTRACTUAL MATTERS. THE CONTRACTING OFFICER IS THE SOLE PERSON AUTHORIZED TO CHANGE, MODIFY, OR OTHERWISE ALTER ANY OF THE REQUIREMENTS OF THIS CONTRACT. CHANGES EFFECTED BY ANYONE OTHER THAN THE CONTRACTING OFFICER WILL NOT OBLIGATE THE CNIC.

PART I, SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1. CONFIDENTIALITY

Contractor acknowledges that all material and information, which has, or will, come into his possession, or knowledge gained from Commander Navy Installations representatives in connection with this contract, or the performance thereof, as well as the work product developed by the Contractor, consists of confidential and proprietary data. The Contractor, therefore, agrees to hold such material and information in strict confidence and not to make use thereof, other than for the performance of this contract. The Contractor also agrees to release such material and information only to its employees requiring such information in the "need-to-know" discharge of their duties under this contract, and not to release or disclose same to any other party.

H-2. PERMITS AND LICENSES

Contractor will, at his own expense, obtain all necessary permits, give all notices, pay all license fees, and comply with all laws, rules, ordinances, and regulations applicable to the service or business carried on under this contract. The burden of determining the applicability of licensing requirements, laws, ordinances, and regulations for the Contractor and his employees rests with the Contractor.

H-3. SUBCONTRACTING

This contract, or any part thereof, may not be subcontracted without obtaining the Contracting Officer's written consent. If a subcontractor is permitted to execute any portion of this contract, the Contractor will continue to be held responsible for all provisions of this Contract in total.

H-4. OPTION TO EXTEND THE CONTRACT

a. The Contracting Officer shall advise the Contractor in writing at least 60 days before the contract period expires of the CNIC's desire to extend the period of the contract for one year (12 months). If the CNIC exercise this option, the extended Contract shall be considered to include this option provision.

b. The total duration of this Contract, including any extension pursuant to the option exercised under this clause, shall not exceed 5 years from award date of the original contract.

PART II, SECTION I CONTRACT CLAUSES

NONAPPROPRIATED FUND CONTRACT CLAUSES

TABLE OF CONTENTS

CLAUSES MADE INAPPLICABLE BY THE TYPE OF ORDER OR CONTRACT ARE SELF-DELETING.

1. DEFINITIONS

2. ADVERTISEMENTS

3. ASSIGNMENT

4. COMMERCIAL WARRANTY

5. DISCOUNTS FOR PROMPT PAYMENT

6. DISPUTES

7. EXAMINATION OF RECORDS

8. GRATUITIES

9. HOLD AND SAVE HARMLESS

10. INSPECTION

11. INSURANCE

12. INVOICES

13. LAW GOVERNING CONTRACTS

14. LEGAL STATUS

15. MODIFICATIONS

16. ORDER OF PRECEDENCE

17. PAYMENTS

18. PROOF OF SHIPMENT

19. TAXES

20. TERMINATION FOR CONVENIENCE

21. TERMINATION FOR DEFAULT

22. VARIATION IN QUANTITY

23. PROTESTS

(Incorporated by Reference)

24. COVENANT AGAINST CONTINGENT FEES

25. WALSH-HEALEY PUBLIC CONTRACTS ACT

26. EQUAL OPPORTUNITY

27. AFFIRMATIVE ACTION – VETERANS

28. AFFIRMATIVE ACTION – HANDICAPPED WORKERS

29. EMPLOYMENT REPORTS – VETERAN

30. RESTRICTIONS ON CERTAIN FOREIGN PURCHASES

31. EXTRAS

32. CHANGES - FIXED PRICE

33. CONTRACTOR INSPECTOR REQUIREMENTS

34. RESPONSIBILITY FOR SUPPLIES

35. CLEARANCE AND DOCUMENT – SHIPMENTS

36. CONVICT LABOR

37. CONTRACT WORK HOURS & SAFETY STANDARDS ACT

38. SERVICE CONTRACT ACT OF 1965 (AS AMENDED)

39. INSPECTION OF SERVICES – FIXED PRICE

PART II, SECTION I

NONAPPROPRIATED FUND CONTRACT CLAUSES

1. Definitions. As used throughout this contract, the following terms and abbreviations have the meaning set forth below:

a. The term “Contract” means this agreement or order and any modifications hereto.

b. The abbreviation “NAFI” means Nonappropriated Fund Instrumentality of the United States Government.

c. The term “Contracting Officer” means the person executing or responsible for administering this contract on behalf of the NAFI which is a party hereto, or his successor or successors.

d. The term “Contractor” means the party responsible for providing supplies/equipment and/or services at a certain price or rate to the NAFI under this contract.

e. The term “Contracting Officer’s Representative” (COR) means a person appointed by the contracting officer to monitor performance and act as a liaison between the contractor and the contracting officer.

2. Advertisements. The contractor agrees that none of its, nor its agent’s, advertisements to include publications, merchandise, promotions, coupons, sweepstakes, contests, sales brochures, etc., shall state, infer, or imply that the contractor’s products or services are approved, promoted, or endorsed by the NAFI. Any advertisement, including cents off coupons, which refers to a NAFI will contain a statement that the advertisement is neither paid for nor sponsored, in whole or in part, by that particular activity.

3. Assignment. A contractor may not assign their rights or delegate their obligations under this contract without prior written consent of the contracting officer.

4. Commercial Warranty. The contractor agrees that the supplies/equipment or services furnished under this contract shall be covered by the most favorable commercial warranties the contractor gives to any customer for such supplies/equipment or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the NAFI by any other clause of this contract. The printed terms and conditions of such warranty will be provided to the NAFI with the delivery of any supplies/equipment or services covered.

5. Discounts for Prompt Payment. In connection with any prompt payment discount offered, time will be computed from the date of the contractor’s invoice. Payment is deemed to have been made as of the date on the payment check or date on which electronic funds transfer is made.

6. Disputes. Except as otherwise provided in this contract, any dispute or claim concerning this contract, which is not disposed of by agreement, shall be decided by the contracting officer, who shall state their decision in writing, and mail or otherwise furnish a copy of it to the contractor. Within 90 days from date of receipt of such copy, the contractor may appeal by mailing or otherwise furnishing to the contracting officer a written appeal addressed to the immediate superior in Command (ISIC) of the Command one level above the contracting officer's Command. The decision of this authority shall be final and conclusive. If no such appeal is filed, the decision of the contracting officer shall be final and conclusive. The contractor shall be afforded an opportunity to be heard and to offer evidence in support of any appeal under this clause. Pending final decision on such a dispute, the contractor shall proceed diligently with the performance of the contract and according to the decision of the contracting officer, unless directed to do otherwise by the contracting officer.

7. Examination of Records

a. The clause is applicable if the amount of this contract exceeds $10,000 and the contract was entered into by means of negotiation. The contractor agrees that the contracting officer or their duly authorized representative shall have the right to examine and audit the books and records of the contractor directly pertaining to the contract during the period of the contract and up to 3 years after contract expiration date and final payment.

b. The contractor agrees to include the clause in paragraph 7a above in all subcontracts there-under which exceed $10,000.

8. Gratuities

a. The NAFI may, by written notice to the contractor, terminate the right of the contractor to proceed under this contract if it is found, after notice and hearing by the Contracting Officer that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the contractor, or any agent or representative of the contractor, to any officer or employee of the government or the NAFI with a view toward securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract. The Contracting Officer must coordinate with and receive approval from N94 on all matters arising under this section.

b. In the event this contract is terminated as provided in paragraph 8a above, the NAFI shall be entitled (1) to pursue the same remedies against the contractor as it would pursue in the event of a breach of contract by the contractor, and (2) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Contracting Officer, which shall not be less than three nor more than ten times the cost incurred by the contractor in providing any such gratuities to any such officer or employee.

c. The rights and remedies of the NAFI provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

9. Hold and Save Harmless. The contractor shall indemnify, save harmless, and defend the NAFI, its outlets, and customers from any liability, claimed or established, for violation or infringement of any patent, copyright, or trademark right asserted by any third party with respect to goods hereby ordered or any part thereof. Contractor further agrees to hold the NAFI harmless from all claims or judgments for damages resulting from the use of products listed in this contract, except for such claims or damages caused by or resulting from negligence of NAFI customers, employees, agents, or representatives. Also, the contractor shall at all times hold and save harmless the NAFI, its agents, representatives, and employees from any and all suits and expenses which arise out of acts or omissions of the contractor, its agents, representatives, or employees.

10. Inspection. Unless otherwise provided herein, inspection shall be made after receipt of the supplies/equipment by the ordering activity, or after completion of services by the contractor. Inspection and acceptance shall not be conclusive, with respect to latent defects or fraud, or with respect to the NAFI’s rights under the proof of shipment provisions contained herein. In case any supplies/equipment or services are defective in material or workmanship, or are otherwise not in conformity with the requirements of this contract, the NAFI shall have the right to reject such supplies or services, or to require replacement or correction. Rejected supplies/equipment shall be removed by and at the expense of the contractor promptly after notice. If required by the NAFI, the contractor, after notice of defect or non-conformance, shall, in a timely manner, correct or replace the defective or non-conforming supplies/equipment or services, or any part thereof. When such correction or replacement requires transportation of the supplies/equipment or part thereof, all shipping costs to and from the contractor’s plant or place of business shall be borne by the contractor.

11. Insurance

a. The contractor shall, at their expense, procure and maintain, during the entire performance period of this contract, insurance of at least the kinds and minimum amount set forth herein.

b. At all times during performance, the contractor shall maintain with the contracting officer a current certificate of insurance showing at least the insurance required herein, and providing 30 days written notice to the contracting officer by the insurance company prior to cancellation or material change in policy coverage.

c. The contractor shall also require all first-tier subcontractors, who will perform work on a government installation, to procure and maintain the insurance required herein during the entire period of their performance. The contractor shall furnish (or assure that it has been furnished) to the contracting officer a current certificate of insurance meeting the requirements of paragraph 11b above, for each such first-tier subcontractor, at least 5 days prior to entry of each such subcontractor’s personnel on the installation.

d. In implementation of the insurance clause above, the contractor shall procure and maintain:

(1) Worker’s compensation as prescribed by the laws of the State in which the work will be performed and employer’s liability insurance.

(2) General liability insurance wherein the NAFI and the United States are included as named insured, stating that such insurance is primary (secondary to or contributory with no other insurance). Policy limits of $1,000,000 per person - $1,000,000 per occurrence for injury or death, and $1,000,000 property damage per occurrence are required.

(3) The contractor is responsible for damage or loss to his/her owned or leased equipment. Claims will be honored only if it can be shown that the NAFI was negligent and caused damage or loss to the contractor’s equipment.

12. Invoices. An invoice is a written request for payment under the contract for supplies/equipment delivered or for services rendered. In order to be proper, an invoice must include (and in order to support the payment of interest penalties) the following:

a. Invoice date;

b. Name of contractor;

c. Contract number (include order number, if any), contract description of supplies or services, quantity, contract unit of measure, unit price, and extended total;

d. Shipment number and date of shipment;

e. Name and address to which payment is to be sent (name must be the same as that in the contract or on a proper notice of assignment);

f. Name (where practicable), title, telephone number and mailing address of person to be notified in the event of a defective invoice; and

g. Any other information or documentation required by other provisions of the contract (such as evidence of shipment).

Invoices shall be prepared and submitted in duplicate (one copy shall be marked “Original”) unless otherwise specified.

13. Law Governing Contracts. In any dispute arising out of this contract, the decision of which requires consideration of law questions, the rights and obligations of the parties shall be interpreted and determined according to the substantive and procedural laws of the United States of America.

14. Legal Status. The NAFI is an integral part of the Department of Defense and is an instrumentality of the United States Government. NAFI contracts are United States Government contracts; however, they do not obligate appropriated funds of the United States. NO APPROPRIATED FUNDS OF THE UNITED STATES SHALL BECOME DUE OR BE PAID A CONTRACTOR BY REASON OF THIS CONTRACT.

15. Modifications. No agreement or understanding to modify this contract will be binding upon the NAFI unless it is made in writing and signed by a contracting officer from the office that issued the contract or its successor.

16. Order of Precedence. In the event of an inconsistency between provisions of this solicitation/contract, the inconsistency shall be resolved by giving precedence in the following order: (1) description of the supplies/equipment or services and prices/costs; (2) description/specifications/work statement; (3) special contract requirements; (4) contract clauses; (5) other provisions of the solicitation/award; and (6) any portion of the contractor’s bid or proposal that has been incorporated by reference and made a part of the contract.

17. Payments. Payment of prices stated in this contract will be made according to the Prompt Payment Act, as amended. Unless otherwise specified, payment will be made on partial deliveries accepted by the NAFI when the amount due on such deliveries so warrants. Payment is deemed to have been made as of the date on the payment check or date on which electronic funds transfer is made.

18. Proof of Shipment. (Applicable to shipments outside the United States through the Defense Transportation System (DTS) and parcel post shipments to overseas destinations.) Except as otherwise provided in this contract, payment will be made for items not yet received upon receipt of an invoice accompanied by proof of delivery to a postal system or common carrier if delivery is FOB point of origin. For deliveries FOB destination named port of debarkation, the invoice must be accompanied by a signed receipt by a government representative at the named port.

19. Taxes. The prices herein reflect full reduction for taxes that are non-applicable. In addition to the exemption from federal excise taxes by virtue of exportation, all tangible personal property sold to NAFIs for resale are exempt from sales and use taxes. All sales other than for resale depend on state law or federal constitutional immunity for exemption from state sales and use taxes.

20. Termination for Convenience. The contracting officer, by written notice, may terminate this contract, in whole or in part when it is in the best interest of the NAFI. If this contract is for supplies/equipment and is so terminated, the contractor shall be compensated according to FAR subparts 49.1 and 49.2 in effect on the date of this contract award. To the extent that this contract is for services and is so terminated, the NAFI shall be liable only for payment according to the payment provisions of this contract for services rendered prior to the effective date of termination, providing there are no contractor claims covering non-recurring costs for capital investment. If there are any such contractor claims, they shall be settled according to FAR subparts 49.1 and 49.2.

21. Termination for Default. The contracting officer, by written notice, may terminate this contract in whole or in part for failure of the contractor to perform any of the provisions hereof. In such event, the contractor shall be liable for damages including the excess cost of re-procuring similar supplies/equipment or services; provided that, if (1) it is determined for any reason that the contractor was not in default or (2) the contractor’s failure to perform is without the contractor’s or subcontractor’s control, fault, or negligence, the termination must be deemed to be a termination for convenience. As used in this provision, the term “subcontractor” means subcontractor at any tier.

22. Variation in Quantity. No variation in quantity of any item listed in the order/contract will be accepted unless authorized by the contracting officer.

23. Protests. Offerors are encouraged to resolve any complaints or issues they may have with the contracting officer in an informal manner. However, where an offeror is not satisfied with an award decision of the contracting officer, that offeror may file a written protest with the contracting officer and the contracting officer will issue a final decision on the protest. Any interested party who is dissatisfied by the contracting officer’s final decision on the protest may file a written appeal with CNIC. The procedures for filing protests may be found in chapter 2, paragraph 223. A copy of paragraph 223 will be provided to any offeror by the contracting officer upon request.

CLAUSES INCORPORATED BY REFERENCE

The provisions of the following clauses set forth in the Federal Acquisition Regulation (FAR) are hereby incorporated into this order or contract by reference with the same force and effect as if they were given in full text. As used in the following clause, the term “Government” is deleted and the abbreviation “NAFI” is substituted in lieu thereof. The date of each clause shall be the current date set forth in the FAR at the time of issuance of an order or contract award. Clauses made inapplicable by the reference or by the type or order or contract (e.g., order or contracts for services instead of supplies/equipment) are self-deleting. Upon request, the contracting officer will provide the full text.

CLAUSE NO. REFERENCE CLAUSE TITLE

ADDITIONAL NONAPPROPRIATED FUND CONTRACT

CLAUSES FOR SERVICES

Veterans (Supplies and Services over $100,000)

30 52.225-13 Restrictions on Certain Foreign Purchases

31 52-232-11 Extras

32 52.243-1 Changes–Fixed Price (with ALT I through IV)

33 52.246-1 Contractor Inspection Requirements

34 52.246-16 Responsibility for Supplies

36 52.222-3 Convict Labor (Contracts over $2,500)

39 52.246-4 Inspection of Services – Fixed Price

SECTION J - LIST OF ATTACHMENTS

1) OTHER REQUIRED INFORMATION ( from Section L-5) (7 pages)

SECTION J – ATTACHMENTS

OTHER REQUIRED INFORMATION: Written responses are required as part of an offeror's technical proposal for each of the following:

Company Profile:

A. Provide the name, title, address, telephone and fax number for the person who should be contacted regarding this proposal.

B. Provide an overview of your organization and a general description of your defined contribution administration services. Describe how and when your services developed over time.

C. Do you provide a complete bundled approach to investment/administration/trust services? If not, please explain your process for providing these services (i.e. outsourcing, etc.)

D. Describe the future directions for your defined contribution administrative services, i.e., new systems, new capabilities, projected availability dates, etc

E. How many of your employees are dedicated to 401(k) record keeping and administration services? Where are they located? How many would be involved with a plan our size?

F. For how many clients and participants do you provide record keeping and administration services?

· What is the average number of participants per plan?

· Per company?

· Average amount of plan assets per plan?

· Per Company?

Recordkeeping/Administration:

A. Describe in detail how your system allocates earnings.

B. Describe in detail how your system processes contributions.

C. Describe in detail how your system processes in-service withdrawals hardship withdrawals

D. Describe in detail how your system processes

· Lump sum distributions

· Rollovers to another plan or an IRA

· Rollovers from another qualified 401(k) plan

E. What methods of reallocation (percent and/or dollar) do you handle?

F. Can employer and employee contributions be tracked separately?

G. Describe in detail your system's vesting capability.

H. Describe in detail how your system handles Federal and State reporting.

I. What checks and balances do you have in place to assure transactional integrity?

J. Do you provide an administration manual?

K. Do you prepare 1099R tax forms and filings?

L. Will you record keep non-proprietary investment vehicles?

M. What other administrative services do you provide?

Interactive Participation Services

A. Do you offer voice response services (VRS)?

B. What information is available and what transactions can be initiated through VRS? What are the days and hours of availability?

C. How does the VRS interface with the record keeping…