SECHQ114R0027_RFP_08JUL14.pdf

SECTION 2 – CONTRACT TERMS AND CONDITIONS

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders— Commercial Items (May 2014)

(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 items:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 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 items:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_XX_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section

743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

_XX_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(Jul 2013) (41 U.S.C. 2313).

__ (10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012)

(section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (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 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (May 2014) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jul 2013) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (iv) Alternate III (Jul 2010) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

__ (21)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business

Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (22) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Jul 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (23) 52.219-26, Small Disadvantaged Business Participation Program—

Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside

(Nov 2011) (15 U.S.C. 657 f).

__ (25) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

__ (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small

Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns

Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

_XX_ (28) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_XX_ (29) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014)

(E.O. 13126).

_XX_ (30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_XX_ (31) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_XX_ (32) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

_XX_ (33) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

_XX_ (34) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

__ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(Dec 2010) (E.O. 13496).

_XX_ (36) 52.222-54, Employment Eligibility Verification (AUG 2013). (Executive Order 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (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) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C.

8259b).

__ (39)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

_XX_ (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(AUG 2011) (E.O. 13513).

__ (41) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (42)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41

U.S.C. chapter 83, 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 (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (43) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (44) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul

2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)

(42 U.S.C. 5150).

__ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)

(41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_XX_ (50) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management

(Jul 2013) (31 U.S.C. 3332).

__ (51) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award

Management (Jul 2013) (31 U.S.C. 3332).

__ (52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

_XX_ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 items:

[Contracting Officer check as appropriate.] __ (1) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and

41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment

(Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price

Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.13495).

__ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42

U.S.C. 1792).

__ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (May 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(xi) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States

(Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

52.217-8 Option to Extend Services. (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder must not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within thirty (30) calendar days prior to the end of the contract.

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within fifteen

(15) days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least thirty (30) days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years six (6) months.

2001.00 Preservation, Packaging, Packing and Marking (Mar 2009) Preservation, packaging, packing, and marking of all deliverable contract line items must conform to normal commercial packing standards to assure safe delivery at destination.

2002.00 Marking (Mar 2009)

All information submitted to the Contracting Officer, the POC, or his/her designated contact shall clearly indicate the number of the contract for which the information is being submitted.

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). Inspection and Acceptance will be performed at the Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549.

4002.00 Period of Performance (Mar 2009) - Tailored

The period of performance shall be one (1) base-year, with four (4) additional one-year options. The total potential period of performance shall not exceed 5 years.

4003.00 Place of Delivery- FOB Destination (Jun 2013)

The deliverables to be furnished under this contract shall be delivered to the following address:

U.S. Securities and Exchange Commission Washington, DC Headquarters 100 F Street, NE Attn: TBD Phone Number: TBD E-mail: TBD Status Reports:

The contractor shall submit a monthly status report, via email, of all work performed under this contract by the 15th of each month. The progress report shall contain the following information:

(a) Summary of progress during the reporting period (include any significant technical information).

(b) Unanticipated technical or management problems of significance.

(c) Problems anticipated in future reporting periods.

(d) Summary of important meetings, briefings, trips and conferences during the period of the report and those planned for the following period.

(g) Labor hours utilized versus labor hours planned per task; this information shall be reported both (1) for the reporting period being and (2) for the entire contract (cumulative) through the most recent reporting period.

(h) Total cost (by cost element) versus budgeted task. The breakdown shall represent the period being reported on as well as the entire contract (cumulative) through the most recent reporting period.

(i) Statement that the contract can or cannot be completed within the total estimated cost.

(j) Statement of projection (budget) for the next reporting period.

All reports and correspondence, except as otherwise specified, shall be directed to the SEC points of contact identified in Section G of this contract.

4004.00 Documenting, Inspecting, and Accepting Contract Deliverables (Jun 2011) The contractor shall submit all deliverables requiring a transmittal sheet with either the attached Deliverable Transmittal sheet or an alternative transmittal sheet that contains substantially the same information.

5001.00 Contract Administration (Dec 2011)

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

U.S. Securities and Exchange Commission Office of Acquisitions 100 F Street, NE Washington, DC 20549 Attn: Nicholas Chung Telephone: (202) 551-4057 E-mail: ChungNic@sec.gov

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

5003.02 Software license Maintenance and Subscription Service Invoicing (Mar 2009) It is customary commercial practice to pay for software licenses maintenance at the beginning of the contract period of performance, after submittal of a proper invoice. CLINs for software licenses and maintenance and support may be invoiced at the beginning of the month of service.

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 (TBD@SEC.GOV), is hereby designated the Securities and Exchange Commission COR for administration and information relating to this contract.

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.

6002.00 Type of Contract (Mar 2009)

This agreement is a Firm Fixed-Price (FFP) contract.

6003.00 Representations and Certifications (Mar 2009)

The Contractor's completed Representations, Certifications, and Other Statements of Offerors or Respondents is incorporated herein by reference.

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 contract 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.

6006.00 Conflicts of Interest (Mar 2009)

(a) General. Subpart 9.5 of the Federal Acquisition Regulation 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 clause 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: a Contractor’s participation, as a Quoter or representative of a Quoter, in a procurement in which it has provided assistance in the preparation of the Government’s requirements and specifications; a Contractor’s providing advisory assistance to the Government in a procurement in which the Contractor’s firm or one which the Contractor represents is an actual or potential Quoter; and a Contractor’s participation, as a Quoter or representative of a Quoter, in a procurement where the Contractor has obtained confidential or proprietary information relating to competing Quoters as a result of the Contractor’s work on prior task orders.

(c) Definition. For purposes of this clause, 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 contracts, subcontracts, or quotes (whether solicited or unsolicited) that directly relate to the Contractor’s performance of work under this Contract.

(2) Prior to beginning work on a task order, to execute such Confidentiality Agreements, Statements of Non-Disclosure or other documents which the Contracting Officer may, in his/her 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 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 task order or subsequent to Contractor’s completion of work under such task order.

(5) Prior to the acceptance of a task order 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 requested.

(6) To immediately notify the Contracting Officer of any conflict of interest discovered during Contractor’s performance of work pursuant to a Government issued task order; provided that the Contracting Officer shall have the right to impose such restrictions as he/she deems 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 task order 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 contracting 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 ordering guarantee.

(8) That in the event that 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 clause, 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.

(e) The prohibition against performing work that “directly relate(s) to the Contractor’s performance of work under this Contract” refers only to work involving the evaluation, assessment, and development of specifications for the automated procurement system provided by NA.

Specifically, the fact that an agency procurement is performed using the automated procurement system shall not be used as a basis for excluding NA (or any NA-related entity or affiliate) from participation in the procurement.

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.

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.

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).

Security and Privacy Act Matters. The security classification for work performed under this contract is Public Trust. The documents that shall be reviewed and produced are non-public and sensitive in nature and shall be protected from unauthorized disclosure. Work on this project request that personnel have access to Privacy Act Information. Personnel shall adhere to the Privacy Act, Title 5 of the U.S. Code, Section 552a and applicable agency rules and regulations.

6012.02 SEC 508 Requirements (March 2011)

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 electronic and information technology (EIT) products and services developed, acquired, maintained, and/or used under this contract/order must comply with the Electronic and Information Technology Accessibility Provisions set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the “Access Board”) in FAR

39.2. The complete text of Section 508 Final Provisions can be accessed at http://www.access-board.gov/sec508/provisions.htm.

All EIT products must comply with the following standards. Descriptions of the standards are viewable at the link Section 508 Standards.

• 36 CFR 1194 Section 21-Software applications and operating systems

• 36 CFR 1194 Section 22-Web-based Intranet and Internet Information and Applications

• 36 CFR 1194 Section 23-Telecommunication Products

• 36 CFR 1194 Section 24-Video and Multimedia Products

• 36 CFR 1194 Section 25-Self-contained, closed products

• 36 CFR 1194 Section 26-Desktop and Portable Computers

• 36 CFR 1194 Section 31-Functional Performance Criteria

• 36 CFR 1194 Section 41-Information, documentation, and support Offerors that fail to demonstrate compliance with the above standards, or provide equivalent salient characteristics, may be eliminated from further consideration for award.

The Contractor shall indicate for each line item in the schedule whether each product or service is compliant or non- compliant with the accessibility standards at 36 CFR 1194 using a Voluntary Product Accessibility Template (VPAT). Further, the quote must indicate where full details of compliance can be found (e.g., vendor’s website or other exact location). The offeror further represents that all EIT products and services that are less than fully compliant have been reviewed and plans to correct are in place.

Respondents to this solicitation must provide any additional detailed information necessary for determining applicable Section 508 standards conformance, as well as for documenting EIT products and/or services that are incidental to the project, which would constitute an exception to Section 508 requirements. If a vendor claims its products and/or services, including EIT deliverables such as electronic documents and 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 Contractor at its expense.

6012.04 Electronic and Information Technology Accessibility (Mar 2011) Each Electronic and Information Technology (EIT) product or service furnished under this contract shall comply with the Electronic and Information Technology Accessibility Standards (36 CFR 1194 ). If the Contracting Officer determines any furnished product or service is not in compliance with the contract, the Contracting Officer will promptly inform the Contractor in writing. The Contractor shall, without charge to the Government, repair or replace the non-compliant products or services within the period of time to be specified by the Government in writing. If such repair or replacement is not completed within the time specified, the Government shall have the following recourses:

The right to Termination of the contract, delivery or task order, purchase or line item without termination liabilities pursuant to the contract termination clauses; or

In the case of custom Electronic and Information Technology (EIT) being developed for the Government, the Government shall have the right to have any necessary changes made or repairs performed by itself or by another firm and the contractor shall reimburse the Government for any expenses incurred thereby.

For every EIT product or service accepted under this contract by the Government that does not comply with 36 CFR 1194, the contractor shall, at the discretion of the Government, make every effort to replace or upgrade it with a compliant equivalent product or service, if commercially available and cost neutral, on either the planned refresh cycle of the product or service, or on the contract renewal date, whichever shall occur first.

In the event of a modification(s) to this contract/order, which adds new EIT products and services or revises the type of, or specifications for, products and services the Contractor is to provide, including EIT deliverables such as electronic documents and reports, the Contracting Officer may require that the contractor provide an update of information provided in the solicitation to identify EIT compliance. Under any maintenance agreement, Contractor agrees to maintain compliance with Section 508 of the Rehabilitation Act of 1973 for all EIT.

In order to comply with 36 CFR 1194 Section 41, the Contractor shall submit all soft copies (e.g., user manuals, product documentation, etc.) in a format that will be readable using assistive technology, (e.g., screen reader). All imbedded charts, graphs, pictures, etc., must be accessible and understandable using a screen reader.

6012.05 Personally Identifiable Information (PII) (Jun 2013)

A Contractor that designs, develops, or operates a system of records on individuals, or otherwise collects or has access to personally identifiable information (PII) in the performance of this contract shall, prior to taking such action, comply with the following requirements:

(a) The Contractor shall have established policies and procedures in place to safeguard SEC 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.

(b) The Contractor shall also ensure that all processes, procedures and equipment associated with 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 across public networks (i.e., the Internet) by the Contractor, or its employees, agents or subcontractors, are protected using encryption compliant with Federal Information Processing Standard 140-2.

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

(d) 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.

(e) 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.

(f) 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.

6014.00 Use of Contractor Data and/or Materials (Mar 2009)

The Contractor acknowledges and agrees to the following: The SEC anticipates using the data and/or materials to conduct analyses for use in reports, studies, memoranda, and presentations. The SEC anticipates the following types of situation where analyses based on underlying data may be made public:

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

SECTION 3 – LIST OF ATTACHMENTS, EXHIBITS AND OTHER DOCUMENTS

Attachment A – Brand Name or Equal Salient Characteristics

SECTION 4 – REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

OFFERORS

FAR Clause 52.212-3 “Offeror Representations and Certifications—Commercial Items (Dec 2012)” applies. The contractor shall have completed representations and certifications online in the System for Award Management (SAM) at www.sam.gov

INSTRUCTIONS TO OFFERORS

Submission of Offers. Offerors are responsible for submitting a proposal by the deadline listed in Block 8 of the solicitation cover page (SF 1449).

Submission of Questions. Questions concerning this RFP shall be submitted in writing via e-mail to the individual listed in 5001.00, not later than 2:00 PM ET, July 11, 2014. Oral questions (telephone) will not be addressed or entertained.

Pricing Format. Pricing shall follow the following format. A single fixed price shall be proposed for each cell in the pricing matrix. The format and contents of the pricing matrix shall not be altered by any offeror.

Year 1 Year 2 Year 3 Year 4 Year 5

Software/User Licenses* $ - $ - $ - $ - $ -

Annual Maintenance and Support**

Implementation and Training*** $ - N/A N/A N/A N/A

* “Software/User Licenses” shall consist of:

1. Ability to process up to 125,000 items per day;

2. Ability to process Cash/Securities Holdings and Transactions;

3. Capacity to support a user base of 1,000 Workflow User accounts, consisting of:

a. Minimum 300 (30 concurrent) “Full Access” Workflow User accounts;

b. Minimum 700 (70 concurrent) “View-Only” Workflow User accounts;

c. Minimum 100 (10 concurrent) Reporting User accounts.

i. “Reporting User” accounts needed ONLY if Workflow User accounts do not provide reporting capability.

** “Annual Maintenance and Support” shall consist of:

1. Annual software, maintenance & upgrades;

2. Technical support during SEC business hours.

*** “Implementation and Training” shall consist of:

1. Professional implementation services of the solution in the SEC environment;

Classroom-based user training for up to six (6) individuals.

EVALUATION OF PROPOSALS FOR AWARD

52.211-6 Brand Name or Equal (Aug 1999) - TAILORED

(a) If an item in this solicitation is identified as “brand name or equal,” the purchase description reflects the characteristics and level of quality that will satisfy the Government’s needs.