Attachment_5_Contract_Administration-Special_Contract_Requirements.pdf

SOLICITATION NUMBER: SECHQ114R0015

ATTACHMENT 5 – CONTRACT ADMINISTRATION/SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION/SPECIAL CONTRACT REQUIREMENTS

3001.01 Inspection and Acceptance by the Contracting Officer's Representative (COR) (Aug 2013)

Inspection and Acceptance of supplies and/or services to be furnished under this contract will be performed by the Contracting Officer's Representative (COR) - [TBD], unless otherwise indicated in the task order(s). Inspection and Acceptance will be performed at the Securities and Exchange Commission, [TBD].

4001.00 Period of Performance w/Option Years (Mar 2009)

The base period of performance under this contract shall be from one (1) year from date of award. This contract has four (4) one-year options. At the end of the base year, if exercised, the first option will begin. If all options are exercised, the period of performance will not exceed a total of five (5) years. If exercised, the period of performance for each successive option will begin the day after expiration of the previous period. Exercise of any option requires a contract modification signed by the SEC Contracting Officer.

5001.00 Contract Administration (Dec 2011)

This contract will be administered by the SEC's Office of Acquisitions. All inquiries should be directed to the following address:

Securities and Exchange Commission Office of Acquisitions Attn: Nancy Foster, 202-551-8267 Email: FosterN@sec.gov 100 F Street, NE Washington, DC 20549

5001.02 Contract Administration for Severable Services (Aug 2013)

The services for the contract are considered severable services. Severable services are assigned to contractor personnel (CP) at time of award and need only information provided by SEC employees to complete the daily work. The Contracting Officer’s Representative (COR) will review deliverables within the time frames indicated in SEC clause 4003.01 ‘ Schedule of Deliverables.

5003.00 Submission of Invoices (Apr 2012)

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

Invoices shall be submitted on a monthly or bi-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.

mailto:FosterN@sec.gov

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

If you have questions regarding submission of invoices, the SEC’s Office of Financial Management may be reached at (202) 551-7860.

5003.03 Option Period Invoicing (Mar 2009)

Option periods may be paid only after (1) an option modification has been issued by the Contracting Officer; and (2) the Government’s receipt of a proper invoice from the Contractor. An invoice received by the Government prior to issuance of an option modification will be rejected as an improper invoice.

5004.00 Appointment of Contracting Officer's Representative (COR) (Nov 2012)

a. [ TBD], is hereby designated the Securities and Exchange Commission COR for administration and information relating to this contract. [TBD] is hereby designated as the Alternate COR for this contract.

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

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

c. The COR will manage the contract in coordination with the CO and within the terms of the contract and the boundaries of a COR's duties as outlined in the document "Instructions for CORs and Their Supervisors." The COR's responsibilities include reviewing invoices and charges by the Contractor and informing the CO of areas where exceptions are taken. If this is an award for services and contractor personnel are brought on-site to SEC facilities, the COR must adhere to SECR 10-24.

d. Only the Contracting Officer 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.

5005.00 Contract Options (Mar 2009)

(a) Award of an initial contract will not obligate the Government to exercise any contractual option.

Prior to exercising any option, the Government will make a determination that (1) funds are available,

(2) the requirement covered by the option fulfills an existing need of the Government, and (3) the exercise of the option is the most advantageous method of fulfilling the government’s need, price and other factors considered.

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

5007.00 Payment Information (Feb 2012)

Payment will be made to small business contractors within 15 days of receipt of a valid invoice.

Unless otherwise stated, and the contractor is not a small business, payment will be made within the guidelines of the Prompt Payment Act and requires that payment is made within 30 days from receipt of a valid invoice.

6001.00 SEC Non-Disclosure Requirements and Agreements (Jul 2012)

1. The attached non-disclosure agreements (NDAs) are required and must be completed, signed, and returned to the Contracting Officer before starting performance under this contract.

2. The provisions of 17 C.F.R. § 200.735-3(b)(1) & (b)(2) expressly prohibit unauthorized disclosure and improper use of confidential or non-public information or documents. The Contractor, and its employees, agents, subcontractors, and subcontractor personnel who may have access to confidential or non-public information or documents in the performance of this contract, agree to be bound by the provisions of 17 C.F.R. § 200.735-3(b)(1) & (b)(2) and the terms set forth in the attached NDAs.

3. The SEC updates these agreements periodically and the most recent version supersedes all previous versions on new contracts or modifications to existing contracts. The SEC may incorporate the revised NDAs by a unilateral modification.

4. An officer or executive authorized to bind the company shall execute the NDA for the Contractor on behalf of the company 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 employee NDA on behalf of himself or herself and submit it to the Contracting Officer before commencing work on the contract.

5. 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, including protecting from unauthorized disclosure all confidential or non-public information. Failure to adhere to this clause or the terms of the NDAs, including assignment of staff to this contract who have not executed required NDAs, shall result in action by the Contracting Officer, as deemed appropriate.

Violation of this clause or the attached NDAs by the Contractor, its employees, agents, subcontractors, or subcontractor personnel may result in default of the contract and/or liability to the Government for any and all rights and remedies provided by law.

6001.01 Restrictions on Use, Disclosure, and Duplication of Confidential and Non-Public Information (Nov 2010)

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

6002.00 Type of Contract (Mar 2009)

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) type contract with labor hour and firm fixed-price task orders.

6004.00 Approval of Subcontracts (Feb 2012)

The Contractor shall not enter into a contractual agreement with any party to furnish any of the work or services under this IDIQ 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.

6007.00 Compliance with Regulations (Mar 2009)

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.

The Contractor and its employees 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 Onboarding Contract Employees (Jul 2013)

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. Contractor personnel must receive a favorable adjudication 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. 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. 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 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 (Mar 2009)

The Contractor shall provide skilled personnel required for the effective and efficient performance of this contract. See 6010.04. The Program Manager shall be an employee of the Prime Contractor. The SEC reserves the right to review all resumes of all personnel assigned to this contract and the results of the background investigations conducted by the Contractor. The SEC has the right to require the removal of any Contractor personnel assigned to this contract, at any time, for any reason.

6010.04 Contractor Responsibilities/Standards of Conduct (Jul 2013)

The Contractor shall furnish all managerial, supervisory, and personnel to successfully, effectively, and efficiently accomplish all work required by this contract. Contractor personnel are employees of the Contractor and under its administrative control and supervision. Contractor personnel are not employees of the Government.

The Contractor shall select, supervise and exercise control and direction over its employees under this contract. The SEC will not exercise any supervision over the Contractor's employees, 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.

Contractor shall be responsible for:

- Approving time cards of its employees,

- Approving leave requests of its employees,

- Performing performance evaluations of its employees

- Making hiring and firing decisions for its employees.

- Informing its employees that they are not employees of the SEC and have not received an appointment in the federal service.

- Informing its employees that they are not to accept direction from employees of the SEC beyond that required to accomplish the purposes of the Contract.

- Informing its employees 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.

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

- Directing their employees 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.

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

- 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.

The Contractor is accountable to the SEC for the actions of its personnel. The Contractor's employees, 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 its employees are on site at the SEC for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity, and shall be responsible for taking such disciplinary action with respect to its employees as may be necessary.

Contractor employees are expected to adhere to standards of conduct that reflect credit on themselves, their employer, the SEC and the Federal Government.

6010.05 Contractor Time Keeping (May 2013)

The Contractor shall require all government (on-site) site employees to track their daily work, including entry and exit work hours, in the Contractor Time Management System (CTMS). The CTMS is not a replacement for the Contractor's own time keeping process, but will be used by the SEC to verify contractor submitted invoices. On-site contractor personnel will be provided training on use of CTMS.

The CTMS is accessed on a SEC SharePoint site and access will be granted via the COR when contractor personnel are provided a Government-issued identification card and authorized access to an SEC facility.

6011.00 Status of Proposal in Awarded Contracts (Mar 2009)

Unless otherwise directed by the Contracting Officer, at her/his sole discretion, some or all of the successful Offeror's technical and price proposal may be a part of the contract resulting from this solicitation. The technical and price proposal will be given precedence in the following order:

(a) The Schedule.

(b) Representations and other instructions.

(c) Contract clauses.

(d) Other documents, exhibits, and attachments.

(e) The specifications.

(f) The proposal.

6012.01 Compliance with Security Regulations, Policies, and Procedures (Mar 2012)

The Contractor shall be responsible for compliance by its employees with SEC security regulations, policies, and procedures. This includes safekeeping, wearing, and visibility of identification badges. The SEC will issue Contractor identification badges to on-site Contractor personnel, and the badges shall be 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. The Contractor shall be responsible for ensuring that all identification badges issued to the Contractor employees are returned within forty-eight (48) hours following the completion of the contract, relocation, or termination of an employee and/or request of the Contracting Officer or the Contracting Officer’s Representative (COR).

6012.03 IT Security Training (Mar 2012)

(1) Contract and subcontract staff with access to SEC computer systems must complete the SEC Rules of the Road training course at http://adc-ad-mossfe1/sites/ofa/irm/policy/Attachments/RoR_PDF/SECR24-04-A01_Rules_of_the_Road.pdf within 5 days of the start of the contract or a new employee’s start date in accordance with OMB Circular A-130 Appendix III.

(2) An annual computer security awareness refresher must be completed on a schedule announced by SEC each year. Additional training may be required whenever there is a significant change in the Commission information system environment or procedures or when an employee enters a new position that requires additional role-specific training in accordance with 5 CFR 930.301(5)(d).

(3) Contract personnel designated by the government as having ‘significant IT security responsibilities’ will be required to take security training related to their role as directed by the Contracting Officer’s Representative (COR).

(4) Within 5 days after contract award, the contractor shall certify in writing to the COR that its employees, in performance of the contract have completed initial IT security orientation training in SEC IT Security policies, procedures, computer ethics, and best practices. Annually thereafter the contractor shall certify in writing to the COR that its employees, in performance of the contract, have completed annual refresher training. A list of employees having completed the training will accompany these certifications. These certifications are considered to be deliverables under the terms of the contract.

(5) The COR will inform the contractor of any other available SEC training resources.

6015.00 SEC On-Site Contractors (Feb 2012)

Space, desk, phone and computer will be made available to on-site contractor personnel at the SEC for use in the performance of their task and will be returned when they are no longer on-site.

CONTRACT ADMINISTRATION/SPECIAL CONTRACT REQUIREMENTS