RFQ ENCL 3 - Contract terms and conditions.pdf

SEC Agency Clauses

2001.00 SHIPPING INSTRUCTIONS (JANUARY 2022)

Preservation, packaging, packing, and marking of all deliverables must conform to normal commercial packing standards to assure safe delivery at destination. All deliveries are F.O.B. Destination. The contractor shall include the SEC contract/delivery order number on all packing slips that accompany items shipped to the SEC.

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 monthly (30-day) cycle.

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

RFQ Enclosure 3 Contract Terms and Conditions

RFQ 50310222Q0015

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 (5

U.S.C. § 552a), or otherwise deemed confidential or non-public by an

SEC division director or office head, and is not otherwise available to the public.

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 (IDIQ) contract through which task orders are issued on a firm-fixed price basis type contract/agreement.

6004.00 APPROVAL OF SUBCONTRACTS (JANUARY 2022)

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

6005.00 TRAVEL (JANUARY 2022)

a. All approved travel related expenses will be reimbursed in accordance with the current Federal Travel Regulation found at http://www.gsa.gov/portal/content/102886.

b. The reimbursement of travel expenses is subject to the following limitations: (1) any subsistence allowance (i.e., meals and lodging) is limited by a per diem allowance prescribed by the link above; (2) expenses incurred as a result of travel using a personal automobile are reimbursed as prescribed by the link above; (3) reimbursement of air and train travel is limited to the most economical rate and reasonable traveled route; and (4) each out-of-pocket travel and allowable miscellaneous administrative expense exceeding $75 requires a receipt that is to be attached to the contractor's invoice.

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 this contract 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.

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.

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.

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.

6021.00 RECORDS MANAGEMENT REQUIREMENTS FOR CONTRACTORS

(JANUARY 2022)

(a) The contractor must manage federal records in accordance with all applicable laws, regulations, and standard items.

(b) Federal records, as defined in 44 U.S.C. § 3301, include all recorded information, regardless of form or characteristics, made or received by a federal agency under federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the Federal Government or because of the informational value of data in them.

(c) The term federal record:

1. Includes SEC records;

2. Does not include personal materials;

3. Applies to records created, received, or maintained by contractors pursuant to their SEC contract, and;

4. May include deliverables and documentation associated with deliverables.

(d) The management of records includes, but is not limited to; secure storage, retrievability, and proper disposition of all federal records including transfer of permanently valuable records to the National

Archives and Records Administration (NARA) in a format and manner acceptable to NARA at the time of transfer.

(e) The Federal Records Act, 44 U.S.C. 3101 et seq., requires all federal agencies to create and preserve records of essential functions, activities, and transactions. Other statutory and regulatory requirements that govern federal agency recordkeeping include, but are not limited to:

- Public Law 113-187

- SEC Regulation (SECR) 7-1

- Freedom of Information Act (5 U.S.C. 552)

- Privacy Act (5 U.S.C. 552a)

- 44 U.S.C. 3506

- 36 CFR Chapter XII, Subchapter B

- OMB Circular A-13

(f) The following standard items relate to Federal Government records and information generated during the performance of a contract:

1. The Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Securities and

Exchange Commission (SEC) shall have rights to use, dispose of, or disclose such data contained therein as set forth in other clauses of the contract.

2. The Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Federal

Government IT equipment and/or Federal Government records.

3. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of

1974 or that which is generally protected by the Freedom of Information

Act.

4. The Contractor shall not create or maintain any records or information containing any Federal Government records that are not specifically tied to or authorized by the contract.

5. The SEC owns the rights to all records that are deliverables under the contract. Other records produced as part of this contract shall be subject to inspection and copying by the SEC for audit, oversight, or other authorized purposes.

6. The SEC owns the rights to electronic information (electronic data, electronic information systems, electronic databases, etc.) and supporting documentation as set forth in other clauses of the contract.

Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

7. The Contractor agrees to comply with federal and SEC records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

8. Destruction of records can only occur by following the process outlined in OP7-1c Destruction of SEC Records. The SEC and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the SEC or destroyed without regard to the provisions of the agency records schedules, litigation/document preservations holds, and open FOIA cases.

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.

Contract Clauses

52.202-1 DEFINITIONS. (JUN 2020)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (JUN 2020)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JUN

2020)

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL.

(JAN 2011)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS. (NOV 2015)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (NOV 2021)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (JAN 2022)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment . (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009

(Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L.

109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div.

C).

X (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016)

(Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment . (Nov 2021) ( 31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

( 41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Sep 2021) ( 15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Sep 2021)

(if the offeror elects to waive the preference, it shall so indicate in its offer ) ( 15 U.S.C. 657a).

__ (13) [Reserved]

__ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

X (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) ( 15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Nov 2021) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2021) of 52.219-9.

__ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) ( 15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Sep 2021) ( 15 U.S.C. 637s).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Sep 2021) ( 15

U.S.C. 657f).

X (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep 2021) ( 15 U.S.C. 632(a)

(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women- Owned Small Business Concerns (Sep 2021) ( 15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Sep 2021) ( 15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) ( 15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Sep 2021) ( 15U.S.C. 637(a)(17)).

X_ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

__ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2022) (E.O.13126).

X_ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X_ (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

X (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

X_ (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) ( 29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

X (33) 52.222-37, Employment Reports on Veterans (Jun 2020) ( 38 U.S.C. 4212).

X (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (35) (i) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (36) 52.222-54, Employment Eligibility Verification (Nov 2021) . (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

RFQ 50310222Q0015

X

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 ( 42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

__ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) ( 42 U.S.C. 8259b).

__ (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O.

13513).

__ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (48) 52.225-1, Buy American-Supplies (Nov 2021) ( 41 U.S.C. chapter 83).

__ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Nov 2021) ( 41 U.S.C.chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (Jan 2021) of 52.225-3.

__ (iii) Alternate II (Jan 2021) of 52.225-3.

__ (iv) Alternate III (Jan 2021) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (Oct 2019) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) ( 42 U.S.C. 5150).

__ (54) 52.226-5,…