Attachment_3_Sole_Source_Justification_Redacted.pdf

J&A Log #: 2015-0129

JUSTIFICATION AND APPROVAL

FOR OTHER THAN FULL AND OPEN COMPETITION

Upon the basis of the following justification as required by Federal Acquisition Regulation (FAR) 13.501(a), I hereby approve the issuance of the contractual action discussed below using other than full and open competition, pursuant to the authority cited herein.

1. Agency and Contracting Activity:

U.S. Securities and Exchange Commission (SEC) 100 F Street, NE Washington, DC 20549

2. Nature and description of action being approved.

This is a sole source requirement. It will be conducted in accordance with FAR 13.501 - Test Program for Certain Commercial Items. The Government intends to award a sole source firm fixed price contract with a base year and four (4) one (1) year options. This is a follow-on requirement.

3. Description of the supplies or services required (including estimated value).

This requirement is for access to MSCI’s Accounting and Governance Risk ratings service for publicly listed companies in North America. This service provides ratings and analytical reports for over 7,000 exchange listed companies in North America via the web. It provides a numerical rating based on accounting, corporate governance, and environmental factors which are updated quarterly.

The estimated award amount for the base year is $. The total estimated value of the contract for one

(1) base period and four (4) one (1) year option period is $.

4. Statutory authority for other than full and open competition.

The statutory authority permitting other than full and open competition is the Test Program for Commercial Items, Section 4202 of the Clinger-Cohen Act of 1996 and FAR 13.501(a)(1)(ii) – Sole Source Acquisitions.

5. Demonstration that the proposed contractor’s unique qualifications or nature of the acquisition requires use of the authority cited.

MSCI provides a unique company intelligence service that analyzes a large number of publicly traded companies for accounting, litigation, and governance risk. It uses a proprietary model that evaluates hundreds of issues deemed to be risk factors and assigns a numerical rating. The rating provides users with an easy way to identify potential examination targets. The MSCI model is unique in that it was ‘trained’ using SEC Enforcement Actions.

6. Efforts to ensure that offers are solicited from as many potential sources as possible.

There are no efforts being made to solicit offers from sources other than MSCI for the current requirement. MSCI is the only vendor capable of delivering the data that is required by the SEC. A notice required by FAR 5.201 will be published on Federal Business Opportunities (FBO.gov) and any bids or proposals received shall be considered. The market is continuously monitored to identify new entrants to the marketplace.

J&A Log #: 2015-0129

7. Determination by the Contracting Officer that the anticipated cost to the Government will be fair and reasonable.

The Contracting Officer, by signature on this document, hereby determines that the anticipated cost to the Government will be fair and reasonable.

8. Description of market research conducted and results or statement of the reasons market research was not conducted.

Knowledgeable individuals in Government were consulted. A literature survey of academic research was conducted and an industry survey was consulted. The companies surveyed had similar products or products that lacked the features offered by MSCI and do not meet the agency’s needs. The services provided by the contractor are unavailable elsewhere in the market.

9. Other supporting facts.

This is a follow-on requirement to SECHQ1-13-P-0100. This contract was awarded on a sole source basis to Governance Holdings Company. During contract performance, Governance Holdings Company was acquired by MSCI.

10. A listing of the sources, if any, that expressed in writing an interest in the acquisition in writing.

To date, no sources have written to express an interest. This justification will be disseminated with the solicitation on FBO.gov. A list of sources that express interest in actions under this Justification and Approval will be maintained in the contract file along with the disposition of them.

11. A statement of the actions, if any, the SEC may take to remove or overcome any barriers to competition before any subsequent acquisition for the supplies or services required.

The SEC will continue to survey the market for future acquisitions for the purpose of verifying the sole source nature of this acquisition.

12. Required Signatures

TECHNICAL & REQUIREMENTS CERTIFICATIONS

I certify that the facts and representations which form the basis for this justification are accurate and complete.

Name/Title Signature Date

CONTRACTING OFFICER CERTIFICATION

I certify that this justification is accurate and complete to the best of my knowledge and belief.

Name/Title Signature Date