RFP_Attachment_1_-_Statement_of_Work.pdf

Solicitation Number: SEC67000128010B

SECTION I – SUPPLIES OR SERVICES AND PRICES/COSTS

Table 1 – Labor Categories and Rate Table

<Contractor’s proposed rates will be inserted prior to award>

SECTION II - STATEMENT OF WORK

Implementation of SEC’s Current Guidance on

Economic Analysis in Rulemakings

October 11, 2012

1. BACKGROUND

Current Guidance on Economic Analysis in SEC Rulemakings

On March 16, 2012, the Office of the General Counsel and the Division of Risk, Strategy, and Financial Innovation (RFSI) circulated the memorandum “Current Guidance on Economic Analysis in SEC Rulemakings” (Current Guidance). The Current Guidance contains a number of reforms that were advocated by the House Committee on Oversight and Government Reform (Committee), the SEC Office of Inspector General (OIG), and other commentators. On Apri1 17, 2012, and again on June 28, 2012, SEC Chairman Mary Schapiro testified before the Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs. In her testimonies, the Chairman endorsed the Current Guidance and assured the subcommittee that the guidance would govern all SEC rulemaking.

The Committee stated it was encouraged by the promulgation of the policies contained in the Current Guidance. Nonetheless, the Committee is concerned that a combination of institutional, cultural, and experiential factors may impede the satisfactory implementation of needed reform. Furthermore, practical implementation of the Current Guidance will require Commission staff to be well-versed in econometric modeling and analysis. Further, the Committee is concerned the Commission does not have a sufficient number of economists to meet these requirements. The Chairman informed the Committee there are currently 23 economists in RSFI who are assigned to rulemaking and the Commission is further in the process of hiring 16 additional economists. The Chairman further testified that many of the new economists will be tasked to conduct data analysis as well as retrospective reviews of rules that were issued pursuant to the Sarbanes-Oxley Act.

The Committee has requested OIG to evaluate the implementation of the Current Guidance and examine the degree to which the economic analysis in newly-proposed and final Commission rules complies with the principles and policies of the Current Guidance. Further, the Committee wants OIG to examine the degree to which the Commission has ensured that the principles and policies of the Current Guidance are incorporated into the economic analyses of rulemakings of the Public Company Accounting Oversight Board (PCAOB), Financial Industry Regulatory Authority (FINRA), and other Self-Regulatory Organizations (SRO) under the Commission's jurisdiction. Finally, the Committee welcomes recommendations for further improvements to the cost-benefit analysis associated with Commission and SRO rulemaking.

2. OBJECTIVES

The primary objective of the evaluation is to determine the degree to which SEC’s rule-writing divisions and offices are complying with the Current Guidance. Further, the objective of the evaluation is to assess the degree to which the Commission has ensured that the principles and policies of the Current Guidance are incorporated into the economic analysis of rulemakings for PCAOB, FINRA, and other SROs under the Commission’s jurisdiction. Finally, where appropriate, recommendations should be developed to address improvements the SEC needs for cost-benefit analysis that are associated with Commission and SRO rulemakings.

3. SCOPE

The scope of the evaluation will include proposed and final rules released March 1, 2012 to September 30, 2012, by SEC’s rule-writing divisions and offices and SROs under SEC’s jurisdiction. The scope further consists of the Current Guidance and rulemakings associated with PCAOB and FINRA.

4. APPLICABLE GOVERNMENT LAWS, DIRECTIVES, REGULATIONS AND

PUBLICATIONS:

• SEC’s “Current Guidance on Economic Analysis in SEC Rulemakings,” issued March 16, 2012.

• 5 U.S.C. § 501 – Administrative Procedures Act of 1946.

• Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law No.111- 203, July 21, 2010.

• National Securities Markets Improvement Act of 1996.

• Gramm-Leach-Bliley Act of 1999.

• 44 U.S.C. § 3501, Paperwork Reduction Act 1980.

• 15 U.S.C. § 78w(a)(2) - Section 23(a)(2) of the Securities Exchange Act of 1934.

• 5 U.S.C. § 601 – Regulatory Flexibility Act of 1980.

• Executive Order 12866, Regulatory Planning and Review, 55 Fed. Reg. 51735, Sept.

30, 1993.

• Executive Order 13563, Improving Regulation and Regulatory Review, 76 Fed. Reg.

3821, Jan. 18, 2011.

• OMB Circular A-4, Regulatory Analysis, Sept. 17, 2003.

• OMB Circular A-123, Management’s Responsibility for Internal Controls.

• Standards for Internal Control in the Federal Government, GAO/AIMD-00-21.3.1 (Washington, D.C.: November 1999).

• Internal Control Management and Evaluation Tool, GAO-01-1008G (Washington, D.C.: August 2001).

5. CONTRACT REQUIREMENTS:

5.1: Purpose:

Based on a Congressional request OIG received from the House Committee on Oversight and Government Reform, the Office of Audit (AUD) is seeking an experienced contractor with expertise in economic analysis, the securities industry, and SEC operations, who is well-versed in econometric modeling and analysis, and SEC’s rulemakings, to conduct an evaluation of the SEC’s implementation of the “Current Guidance on Economic Analysis in SEC Rulemakings,” March 16, 2012. The purpose of this evaluation is to determine the degree to which the SEC’s rule-writing divisions and offices have complied with the Current Guidance in conducting economic analysis for proposed and final Commission rules.

The contractor will be required to review applicable federal laws, guidance, policy, and reports SEC OIG has issued related to economic analysis in rulemaking. The contractor will further obtain an understanding of the Commission’s rulemaking policies and procedures, conduct analysis on rulemakings, to include rulemakings drafted by the Commission and SROs under the SEC’s jurisdiction, and determine the rules’ compliance with the Current Guidance.

5.2: Rules of Engagement:

5.2.1 The Contractor shall in coordination with the Contracting Officer Representative (COR) or other designated OIG staff and formally document the “Rules of Engagement” as appropriate. The Rules of Engagement shall govern the work that is performed onsite at the Commission. The Rules of Engagement will be approved by the COR and provided to the Office of Acquisitions (OA) to be incorporated into the contract in a bi-lateral modification. Examples of the “Rules of Engagement” include defining guidelines, procedures, and the protocol that the contractor shall follow and comply with respect to handling the storage and disposal of sensitive information collected, and specifying how Commission information will be collected, stored, secured, handled and disposed of after the evaluation is completed.

5.2.2 The Contractor firm will hold an initial planning meeting with the COR or designated OIG staff and complete the OIG checklist.

5.2.3 The Contractor shall provide the COR or other designated OIG staff, with periodic written progress report updates (at least bi-weekly), verbal briefings, and make workpapers and supporting documentation, testing material, supporting analysis, and all other relevant documentation prepared or generated during the evaluation to facilitate the OIG’s requirements for monitoring available upon request.

5.2.4 The Contractor will perform the engagement and document in writing the work conducted. The Contractor will meet with Commission staff, conduct interviews, make data requests, obtain and review documentation, conduct analyses, identify problems and issues, develop workpapers that include supporting documentation to address problems identified (deficiencies) and to support analyses, conclusions, findings, recommendations, and where applicable best practices.

5.2.5 Periodically, throughout the evaluation the Contractor will discuss findings identified during the evaluation (on a timely basis) with the auditee, under the provision that tentative findings must first be discussed with the COR or designated OIG staff.

5.2.6 Approximately 6 – 8 weeks after the entrance conference has been held, the

Contractor will have a formal status meeting with the COR, Assistant Inspector General for Audit (AIGA), and/or designated OIG staff and to brief on the evaluation results, (e.g., evaluation findings, conclusions, and recommendations) and to determine if the evaluation objectives are valid or should be revised.

5.2.7 After meeting with the COR in a formal status meeting, and before preparing the discussion draft report, the Contractor will hold a Message Meeting with the COR, AIGA and Inspector General regarding the proposed findings and recommendations and obtain feedback to structure the report.

5.2.8 The Contractor shall develop written draft and final reports in accordance with the

OIG report format that the COR or designated OIG staff will provide to the contractor. The report shall focus on applicable issues related to the specific contract objectives and include conclusions, findings, and recommendations that are designed to remedy problems or issues that were identified during the evaluation.

5.2.9 As a result of OIG’s review process, the Contractor may be asked to perform additional procedures, adjust or clarify existing work and revise the draft report to reflect comments provided by OIG and the auditee.

5.2.10 The Contractor shall provide the COR and designated OIG staff with written comments to questions from the auditee and in response to the auditee’s written comments to all draft reports.

5.2.11 The Contractor will be required to use OIG’s SharePoint site to maintain all workpapers, supporting documents, reports, etc., applicable to the review on a weekly basis.

5.2.12 The Contractor will finalize the documentation and provide written support evidence for the results of the evaluation procedures that were performed.

5.2.13 The Contractor shall:

1. Use OIG’s SharePoint site to maintain all workpapers, supporting documents, reports, etc., applicable to the review on a weekly basis.

2. Develop entrance and exit slides/briefing agenda for the COR or designated OIG staff approval. The “entrance” and “exit” presentation slides or meeting agenda shall include information outlining the evaluation objectives/purpose, methodology, scope, applicable criteria, the information that will be needed, evaluation approach, conclusions, findings, recommendations, best practices, etc.

3. Develop a written project program covering the evaluation phases (planning, fieldwork and reporting) and areas such as the evaluation’s objectives/purpose, methodology, scope, key milestones, and evaluation steps.

4. Set-up and conduct “entrance conference” with the auditee.

5. Develop written workpapers that are indexed to the supporting documentation to support work that was done.

6. Develop written finding outlines have been indexed and support the findings. The findings must be concise and consist of all the applicable elements (condition, criteria, cause, and effect).

7. Periodically meet with the auditee and discuss all tentative findings, conclusions, and recommendations.

8. Hold a status meeting with the COR or AIGA and/or designated OIG staff, approximately 4-6 weeks after the entrance conference is held to present tentative findings, conclusions and recommendations and determine if the evaluation objectives are valid or should be revised.

9. Hold a status meeting with the COR and/or designated OIG staff, at the end of fieldwork and present tentative findings, conclusions and recommendations.

10. Hold a report “Message Meeting” with the COR and designated OIG staff, such as

AIGA or Inspector General prior to developing the discussion draft report and obtain feedback to structure the report.

11. Set-up and conduct an “exit conference.”

12. Provide clarification on existing work and revise the draft report to reflect comments provided by OIG and others, to the report.

13. Provide written comments to questions from the auditee in response to the auditee’s written comments to all draft reports.

14. Develop, issue, and revise draft/final reports and provide to the COR or designated OIG staff.

5.2.14 If fraud, mismanagement, or waste, indictors are discovered, the Contractor shall immediately notify and coordinate with the COR, prior to discussing the matter with the auditee. The contractor shall notify the COR or designated OIG staff immediately if illegal activity is suspected.

5.2.15 The Contractor should notify the COR or designated OIG staff immediately when

SEC personnel or the auditee’s delays in providing requested materials or responses, create the possibility that the Contractor will not be able to meet any given deliverable due date.

5.3 Workpapers and Support Documents:

5.3.1 The Contractor’s work will be performed in accordance with AUD’s policies and procedures.

5.3.2 All original workpapers, supporting documentation, and reports developed for this evaluation shall be the sole property of the SEC/OIG. The Contractors shall provide these items to the COR or designated OIG staff in hard copy and in an electronic format (e.g., Microsoft Word or compatible format).

5.3.3 OIG will return comments to documents the contractor provides within 10 days after submitting to the COR or designated OIG staff.

5.3.4 The Contractor will be required to upload all workpapers and supporting documents to the OIG SharePoint site on a weekly basis.

6. DELIVERABLES:

Section Deliverable Schedule

6.1 Initial Planning Meeting, Rules of

Engagement, copy of the most recent peer review, and OIG Checklist.

Within 7 days after contract award.

6.2 Progress Reports and Status

Meeting with designated OIG staff.

Bi-weekly or upon request.

6.3 Entrance Conference

--Presentation Slides/Agenda.

--Initial data request.

Within 10 days after contract award.

6.4 Periodically meet with the auditee

to discuss all tentative findings/ conclusions/recommendations.

--Provide the auditee with additional data requests as needed.

On-going through the evaluation as needed.

6.5 Project Program

--A written, cohesive project program must be provided for OIG‘s review.

--The program should include steps to identify how the evaluation objectives will be met.

At least 5 days prior to start of fieldwork.

6.6 Finding Outlines

--Revise based on OIG’s feedback and comments.

Weekly, or as soon as a tentative deficiency is identified.

6.7 Status Meeting with AIGA

and/or other designated OIG Staff --Present tentative findings, conclusions, recommendations.

---Determine if objectives are valid or should be revised.

Approximately 4-6 weeks after the entrance conference has been held.

6.8 Meeting with the Auditee --

Present tentative findings in writing.

TBD

Section Deliverable Schedule

6.9 Status Meeting

--with COR/AIGA and/or other designated OIG Staff --Present tentative findings/ conclusions/recommendations.

Week of December 17 - 20, 2012

6.10 Message Meeting

--with AIGA, Inspector General, and/or other designated OIG Staff.

--present findings/ recommendations.

--Obtain direction on draft report.

Week of January 14 - 18, 2013

6.11 End Fieldwork January 18, 2013

6.12 Discussion Draft Report

(Referenced) To OIG

February 4, 2013

6.13 Exit Conference

--Develop Written Presentation Slides/Agenda.

--Hold meeting the auditee.

TBD

6.14 Revised Formal Draft Report

Due to OIG --Revise report based on OIG’s feedback and auditee’s feedback/comments..

February 27, 2013

6.15 Final Report (Referenced)

--Revise report based on the auditee’s feedback/comments.

--Respond to the auditee’s comments and revise the report.

March 20, 2013

6.16 Indexed workpapers and written

support documentation for all final analysis, conclusions, findings and recommendations.

Uploaded to OIG SharePoint site weekly or upon request. All final workpapers due to OIG by March 22, 2013.

7. PERIOD OF PERFORMANCE:

The period of performance is as follows:

8. PLACE OF PERFORMANCE

The work will primarily be performed on-site at the following SEC address:

CLIN # Period of Performance

BASE PERIOD

0001 Date of Award to March 31, 2013

Securities and Exchange Commission (Headquarters) Office of Inspector General 100 F Street, NE Washington, DC 20590

Office space at the SEC’s headquarters location identified above will be provided to the staff to perform their work.

9. TYPE OF CONTRACT

This is a Firm Fixed Price contract.

10. TRAVEL

The government does not anticipate travel to the SEC’s regional offices. Local travel will not be reimbursed. However, in the event travel is required, all travel shall be in accordance with Federal Travel Regulations (FTR) and approved in advance by the COR. Additionally, costs for transportation, lodging, meals, and incidental expenses must be coordinated and approved in advance by the COR. Submit cost breakdown electronically to the COR. (1) Costs incurred by contractor personnel on official company business are allowable, subject to the limitations contained in FAR Part 31.205-46. Government per diem rates can be found on the website at www.gsa.gov. The ability to perform unscheduled travel is contingent upon Government approval and will only be used to address travel needs as they occur.

10.1 Local Travel

The local travel area for SEC duty assignments in the Washington, D.C. metropolitan area has been established as follows: The District of Columbia; the cities of Alexandria, Fairfax, Falls Church in Virginia; Arlington and Fairfax Counties in Virginia; and Montgomery, Charles, and Prince George’s Counties in Maryland.

11. OTHER DIRECT COSTS (TRAVEL)

Other Direct Costs (ODCs) may be required in support of this Contract. The Not-To-Exceed amount will be inserted prior to award.

12. ON-SITE CONTRACT PERFORMANCE

With the exception of incidental items associated with on-site performance (office space, furniture, desktop computers, copiers, and/or access to necessary telecommunications and computer equipment, etc…), the Contractor shall furnish all personnel, management, equipment, supplies, and services necessary for performance of all aspects of the Contract.

Items such as handheld devices and laptops SHALL NOT be provided. The government will make meeting rooms available when required. Unless explicitly stated otherwise, the Contractor is responsible for all costs associated with and incurred as part of providing the services outlined in this contract.

13. DRESS CODE

Business attire is required when contractor personnel are on-site.

http://www.gsa.gov/

SECTION III – CONTRACT ADMINISTRATION

1. ADMINISTRATION:

1.1 Contracting Office

This contract will be administered by the Office of Acquisitions of the U.S. Securities and Exchange Commission.

The Contracting Officer for this contract is:

U.S. Securities and Exchange Commission Office of Acquisitions

Attn: Gabriel Aviles Room 4153 100 F Street, NE Washington, DC 20549 MailStop 4010

Phone: (202) 551-8697; Email: avilesg@sec.gov

The Contract Specialist for this contract is:

U.S. Securities and Exchange Commission Office of Acquisitions Attn: Dan Taylor Room 4225 100 F Street, NE Washington, DC 20549 MailStop 4010 Phone: (202) 551-4062; Email: taylorda@sec.gov

1.2 Contracting Officer’s Representative (COR)

The Contracting Officer may designate a representative to assist in monitoring the work under this contract. The COR will be designated in writing and is responsible for the technical administration of the contract and technical liaison with the Contractor. The COR IS NOT authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance, or other terms or conditions.

The Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract.

The Contracting Officer shall authorize any such revision in writing.

The Contracting Officer’s Representative for this contract is:

U.S. Securities and Exchange Commission Office of Inspector General Attn: TBD

100 F Street. N.E.

Washington, D.C. 20549

Phone: TBD; Email: TBD mailto:avilesg@sec.gov mailto:taylorda@sec.gov

1.3 INSPECTION, ACCEPTANCE AND RECEIVING REPORT

The inspection and acceptance of the services to be furnished under this contract will be performed by the Contracting Officer’s Representative (COR), TBD. The COR will accomplish inspection and acceptance of the services provided hereunder. Inspection and acceptance will be performed at the U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549. Services shall conform to the requirements set forth in the contract.

1.3.1 Acceptance Criteria

The COR shall review all deliverables for accuracy and completeness. The Contractor shall make those corrections required by the COR. The deliverables require acceptance by the COR. General quality measures, as set forth below shall be applied to each deliverable product received from the Contractor under this SOW.

Accuracy: Deliverable products shall be accurate in presentation, technical content and adherence to accepted elements of style.

Clarity: Deliverable products shall be clear and concise; financial terms shall be used, as appropriate. All diagrams shall be easy to understand and be relevant to the supporting narrative.

File Editing: All text and diagrammatic files shall be editable by the SEC.

Format: Deliverable products shall be submitted in media defined by COR. Hard copy formats shall be in contractor format, unless otherwise specified by the COR.

Timeliness: Deliverable products shall be submitted on or before the due date specified in Section D.

1.3.2 Correction of Nonconformities.

If a deliverable fails to meet the relevant acceptance criteria (each such failure or deficiency is referred to as “nonconformity”), the SEC will provide written notification to the Contractor of such failure. Upon receiving such notice, The Contractor will take appropriate corrective action. The corrected nonconformity will be redelivered to the SEC, which will then confirm in writing whether the redelivered deliverable conforms to and satisfies the applicable acceptance criteria. The process described in this section may be repeated as necessary until all nonconformities are corrected and the deliverable conforms to and satisfies its acceptance criteria to meet the delivery dates specified in the contract.

1.4 SUBMISSION OF INVOICES

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

Invoices shall be submitted on a monthly basis.

Contractors should submit invoices in accordance with the SEC Prompt Payment Provision of the contract. Contractors are cautioned against submitting an invoice prior to goods and services being received/accepted. Invoices submitted prematurely may be rejected.

Electronic/e-mail Invoice Instructions:

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

• Subject Line: Company name and the invoice number

• e-mail Message:

• Company logo or letterhead

• Company name and payment address

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

• Invoice Number

• SEC Contract or Order number

• SEC COR

For supplies: contract line item number, item description, quantity delivered, and unit and extended price, per Section B CLIN structure.

For services: contract line item number, item description, period of performance and associated costs, per Section B, contract line item, CLIN, structure Shipping and handling charges, if applicable.

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

Clearly mark the final invoice with “FINAL INVOICE”.

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

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

E-mail invoices to the following address: 9-AMC-AMZ-SEC-Invoices@faa.gov

2. SPECIAL CONTRACT REQUIREMENTS:

2.1 SEC NON-DISCLOSURE REQUIREMENTS AND AGREEMENTS.

Required non-disclosure agreements are attached and must be completed and returned to the Contracting Officer before starting work under this contract. 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).

mailto:9-AMC-AMZ-SEC-Invoices@faa.gov

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

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

Each person identified on the list shall then sign the non-disclosure agreement on behalf of themselves (Attachment 2) and submit it to the Contracting Officer before commencing work on the contract.

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

2.2 Onboarding Contract Employees

Included with this award are three forms: Contractor Data Form, OF306 “Declaration of Federal Employment,” and a Credit Release Form. The Contractor must ensure that their personnel complete and return these forms to the SEC before their personnel 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. If you are not sure who the COR is, please review the first few pages of the award for the name of the Invoice Approver. If a name is not listed, please look through the remainder of the award document, especially in Section G. If you are unable to ascertain the name of the COR/Invoice Approver, please contact the individual who emailed you this award.

A delay in completing the forms may delay the SEC start date for the contract/award. It is also the Contractor’s responsibility to ensure that their personnel complete the e-QIP and fingerprint security processes; e-mails about these two processes will be sent to the Contractor’s personnel once they turn in the three forms to the COR for the contract/award. The COR or contracting officer (CO) may contact the Contractor for assistance if he/she is unable to obtain this information from the Contractor’s personnel.

Pre-Employment Check

A contract employee applicant (“Applicant”) shall be subject to a complete pre-employment check, which will be completed by the SEC. The pre-employment check shall include a review of the completed OF-306 Form “Declaration for Federal Employment,” e-QIP questionnaire (see Background Check in this clause), a credit history check, and a review of the Applicant’s criminal history. This pre-employment check will determine the Applicant’s initial suitability to begin working on the contract/award. The Government reserves the right of final approval for prospective employees. The pre-employment check shall include, but not be limited to the checks identified below. The Contractor shall make its best efforts to provide employees that pass the SEC’s security screening. Failure of employee(s) to pass the security screening is not a justifiable cause for schedule slippages.

Criminal History Check

The SEC may contact local law enforcement authorities and the Federal Bureau of Investigation (FBI) to determine the criminal history of each prospective Applicant.

Credit History Check

An Applicant’s credit history shall be favorable and evidence that he/she is responsible with credit obligations. An Applicant receiving an unsatisfactory credit rating must be approved by the SEC’s Personnel Security Operations Branch (PERSEC) prior to the Applicant’s acceptance to this contract/award. The Applicant shall be given the opportunity to address the items listed negatively on his/her credit report and provide explanation or documentation to their current status. The Applicant shall not be assigned to the contract/award prior to contracting officer receiving approval from PERSEC.

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 a reference check. It shall be the responsibility of the Contractor and individual contract employee, throughout the life of this contract/award, to inform the SEC of any information that would change their background or reference checks. The Contractor also agrees to include the substance of this clause in any of its subcontracts.

In addition to the pre-employment checks, a background investigation may be required for an Applicant requiring physical and/or logical access to SEC space and/or technology. Depending on the level of investigation required, the Applicant will receive emailed instructions on completing the e-QIP questionnaire form SF-85 or SF-85P. Both forms can be located for initial review at http://www.opm.gov/forms. Once the forms are completed and a favorable pre-employment determination has been rendered, the U.S. Office of Personnel Management (OPM) will initiate a background investigation. At a minimum, the background investigation will include checks on : references, employment, education, residences, and criminal and credit history.

The Applicant must favorably pass the background investigation in order to begin or continue work on an SEC contract/award. If negative, derogatory or questionable information is obtained during the background investigation process, the Applicant will be given a chance to provide http://www.opm.gov/forms 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.

2.3 Conflicts Of Interest: The SEC seeks to avoid actual or apparent conflicts of interest of all types, including those that could result in the disclosure of non-public information by accident or otherwise. The Offeror/Contractor shall disclose in writing whether the firm as a whole, or any of its employees, partners, or subcontractors are involved in any Commission litigation, investigation, administrative or disciplinary proceeding, rulemaking, request for no action letter, or any other matter pending before the Commission, or its staff.

The Offeror/Contractor shall also disclose in writing any other actual or potential conflicts of interest on the part of the firm or any of its employees, partners, or subcontractors, to include, but not limited to, any current or past (last three years) work performed for the Public Company Accounting Oversight Board (PCAOB) or any Self-Regulatory Organization (SRO). In addition, if during the engagement the Contractor becomes aware of any changes in the information provided prior to beginning work; the Contractor shall immediately notify the Contracting Officer of the new information. Such information may be handled in accordance with FAR 9.5, and appropriate information disclosures and mitigation measures may be required as a condition for award.

The prospective Offeror or Contractor shall also notify the Contracting Officer if, at any time prior to start of performance or during performance under this contract of provision of or intent to provide services, current registration or plans to register, or plans to undertake any activity that by law may only be performed by a firm registered with the Public Company Accounting Oversight Board (PCAOB).

2.4 Confidentiality: The Contractor and all employees, agents, subcontractors, and subcontractor personnel who will have access to confidential or non-public information or other documents during the performance of their duties under this contract shall sign a Confidentiality, Non-Disclosure and Non-Use Agreement (refer to attachments 1 & 2). They shall maintain the confidentiality of any records, documents, or other information acquired during this evaluation, and will not disclose this information to anyone not assigned to the engagement.

2.5 Personally Identifiable Information (PII) (Jul 2012)*

The Contractor shall have established policies and procedures in place to safeguard SEC Personally Identifiable Information (PII). The policies and procedures shall provide the Contractor’s processes for identifying, assessing and mitigating privacy risks associated with PII. The policies and procedures shall also cover training of employees on their roles and responsibilities for safeguarding SEC PII and incident management of suspected or confirmed loss of SEC PII in accordance with OMB’s Recommendations for Identity Theft Related Data Breach Notification, September 20, 2006, and OMB Memorandum M-07-16, Safeguarding Against and Responding to the Breach of Personally Identifiable Information, May 22, 2007.

The Contractor shall provide a copy of its privacy policies to the Contracting Officer. The Contractor shall also provide a copy of the policies and procedures (or otherwise make such policies and procedures available) to all of its employees, agents, and subcontractors assigned to perform the requirements set forth in this contract. The Contractor shall ensure that those individuals adhere to the Contractor’s policies and procedures relating to PII and to SEC-prescribed policies and procedures for the safe handling of SEC PII, including privacy and security training requirements and privacy incident management.

The Contractor’s employees, agents, and subcontractors shall immediately alert the SEC of any event, including the suspected or confirmed loss of SEC PII, that could potentially affect the privacy rights of individuals or which violates any federal law, regulation, mandate or requirement as defined in NIST 800-122 by contacting the SEC Information Systems Security point of contact and the SEC Incident Response Team at cops@sec.gov.

The Contractor shall act in accordance with its policies and procedures in the event of any suspected loss of SEC PII and shall support the SEC’s investigation and resolution of reported incidents as requested by the SEC. For purposes of this Clause, a “suspected loss of PII” shall be interpreted liberally to mean any situation in which the loss of PII or unapproved access to PII is deemed a reasonable possibility.

2.6 Security Requirements for Transmitting PII (Jul 2012)*

Contractors, subcontractors, and SEC inter/intra agency partners handling electronic SEC personally identifiable information (PII) will be required to meet the following defined OIT security requirements when transmitting such data across public networks (i.e., the Internet) or storing such data on portable media.

Contractors shall ensure that all processes, procedures and equipment associated with SEC PII comply with all laws, regulations, and security mandates as defined by National Institute of Standards and Technology (NIST) Special Publication (SP) 800-61 Revision 1 and are aligned with the incident categories and timelines referenced in Table J-1 of NIST SP 800-61, as well as U.S. government and SEC policies developed to safeguard the confidentially, integrity and availability of SEC data that may contain PII. In support of these requirements, the Contractor shall have:

• policies, procedures, and mechanisms designed to restrict access to SEC data on Contractor, subcontractor, or SEC inter/intra agency partner systems exclusively to authorized personnel;

• policies, procedures, and mechanisms that prevent transmission or disclosure of SEC data to an unauthorized party;

• policies, procedures, and mechanisms that ensure SEC data on portable devices are encrypted using methods compliant with Federal Information Processing Standard 140-2; and

• policies, procedures, and mechanisms that ensure SEC data transmitted between the contractor and the SEC are protected using encryption compliant with Federal Information Processing Standard 140-2.

The Contractor shall provide quarterly assessments to the SEC demonstrating that these policies, procedures, and mechanisms continue to be functional, that the Contractor is compliant with these requirements, and that these requirements are effective.

* At the time of contract formation, it is not contemplated that the contractor will be exposed to, provided with, or given access to information covered by the above contract clauses, 2.5 and 2.6, pertaining to Personally Identifiable Information (PII). Should the contractor be exposed to, provided with, or given access to information governed by the referenced clauses at any time during the performance of this contract, the contractor agrees to comply with the requirements of the referenced clauses as provided.

3. KEY PERSONNEL

The designated as the Key Personnel of this contract is as follows:

Key Personnel Labor Category TBD Managing Partner TBD Subject Matter Expert TBD Analyst TBD Professional writer/editor

Key personnel specified in the contract are considered to be essential to the work being performed. Prior to replacing any of the specified individuals, the Contractor shall immediately notify both the responsible Contracting Officer and COR reasonably in advance and shall submit written justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No replacement of key personnel shall be made by the Contractor without the prior written consent of the responsible Contracting Officer and the COR.

4. PAYMENT SCHEDULE

A progress payment schedule will be used to recognize the work that has been done toward completion of the total effort. This will ensure that the Contractor has sufficient financing to complete the work. As required by the Prompt Pay Act, payments shall be made within 30 days of receipt of proper invoice and acceptance of work.

The Contractor shall invoice the firm-fixed-price CLIN 0001 as set forth in the order schedule and in accordance with the SOW based on the submittal of a monthly status report as specified below.

Deliverables Firm-Fixed-Price Date* Frequency

Monthly Status Report *30 days after award Monthly Billing

5. FEDERAL HOLIDAYS

5.1 The following days are considered Federal holidays and will be observed by contractor personnel working on-site in performance of work under the contract.

• New Year’s Day

• Martin Luther King

• President’s Day

• Memorial Day

• Independence Day

• Labor Day

• Columbus Day

• Veteran’s Day

• Thanksgiving Day

• Christmas Day

5.2 If any of the above holidays falls on a Saturday, then the preceding Friday is the holiday.

If any of the above holidays falls on a Sunday, then the following Monday is the holiday.

Contractor personnel will not be permitted access to the SEC offices on Federal holidays.

5.3 Additional days are sometimes given, but these are regional in nature (e.g., Inauguration Day in Washington, DC) and not included as Federal holidays for this contract. Contractor personnel will not be permitted access to the SEC offices on such days.

6. LANGUAGE REQUIREMENT

The contractor shall have sufficient English language proficiency to perform technical services.

7. NON-PERSONAL SERVICES

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

7.2 Contractor personnel under this contract shall not (i) be placed in a position where there is an appearance that they are employed by the Federal government, or are under the supervision, direction, or evaluation of a Federal employee, or (ii) be placed in a position of command, supervision, administration or control over Government personnel.

7.3 All requests for leave, annual, sick or other, will be approved or denied by the contractor, not the SEC.

SECTION IV – CONTRACT CLAUSES

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

http://acquisition.gov/comp/far/index.html

Clause Title Date FAR Clauses 52.204-7 Central Contractor Registration Aug 2012 52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011 52.212-4 Contract Terms and Conditions -- Commercial Items Feb 2012 http://acquisition.gov/comp/far/index.html

52.217-8 Option to Extend Services Nov 1999 52.222-54 Employment Eligibility Verification Jul 2012 52.237-3 Continuity of Services Jan 1991

FEDERAL LEADERSHIP ON REDUCING TEXT MESSAGING WHILE DRIVING

(Executive Order (OCTOBER 1, 2009))

(a) Definitions. As used in this clause ---

(1) “Texting” or Text Messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of Short Message Service (SMS) texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any form of electronics data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless this practice is prohibited by state or local law. The term also does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to remain stationary.

(2) “Driving” means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light or stop sign, or otherwise. It does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary.

(b) In accordance with Executive Order 13513 of October 1, 2009, SEC contractors and subcontractors shall not engage in “Texting” or “Text Messaging”, (1) while driving company-owned or -rented vehicles or GOV, or (2) while driving POV when on official Government business, or (3) when performing any work for or on behalf of the Government.

SEC text messaging policy is also encouraged while off duty. Failure to comply with this Executive Order may result in negative contractor past performance evaluations.

(End of Clause)

SECTION V - ATTACHMENTS

1. Non-Disclosure Agreement (Contractor Entity)

2. Non-Disclosure Agreement (Contract Personnel)

3. AUD Form 25, Contractor Checklist

4. Contractor Data Form

5. OF-306 “Declaration of Federal Employment”

6. Credit Release Form

SECTION IV – CONTRACT CLAUSES