Attachment_B-_Combined_Synopsis_Solicitation.pdf

SECHQ1-15-R-0003

(i) This is a combined synopsis/solicitation for services associated with serving as Trustee and Custodian to hold assets for eligible SEC employees who are enrolled in a new defined contribution retirement plan under Section 401(a) of the Internal Revenue Code (referred to herein as the “Plan” or as the “Supplemental Retirement Plan”). This will be in accordance with the format in the Federal Acquisition Regulation (FAR) Subpart 12.6 and FAR Part 15 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; Offers are being requested and a written solicitation will not be issued.

(ii) The solicitation number is SECHQ1-15-R-0003 and issued as a Request for

Proposals (RFP).

(iii) The synopsis/solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2005-79 (December 2014).

(iv) The associated NAICS code is 522110 and the applicable business size standard is $175 million dollars.

(v) Offerors shall provide prices for Trustee and Custodian services for a defined contribution plan 401(a) that will cover nearly all of the SEC’s 4600+ employees, who are located in the Washington, DC headquarters office as well as 11 regional offices throughout the US in accordance with the Pricing Schedule highlighted in Attachment (D).

(vi) Description of requirements for the items to be acquired:

The U.S. Securities and Exchange Commission ("SEC") is searching for a vendor that will hold the assets for eligible SEC employees who are enrolled in a new defined contribution retirement plan under Section 401(a) of the Internal Revenue Code (referred to herein as the “Plan” or as the “Supplemental Retirement Plan”).

The vendor will act as the Trustee and Custodian for the Plan. The Plan will hold only employer contributions. If the vendor has prototype 401(a) Plan documents, it should provide a copy in its response to this solicitation.

The Plan’s main objective will be to safeguard the principal and any increases thereto due to interest accumulation. The Plan’s objective will not include maximizing return on the principal. The SEC anticipates that the Plan will direct that all assets be invested in a business savings-type account initially, in a manner that will qualify for “pass-through” FDIC insurance as a retirement plan.

The SEC may consider moving some of the assets into CDs or Treasury securities or some other secure vehicle at a later date. If the vendor offers advisory services that are not directly regulated by the SEC, it should discuss those services and any associated fees (under current rate schedules) in its response to this solicitation.

The SEC estimates that the Plan assets will be approximately $14 million by early 2015, with an annual estimated net increase in holdings of approximately $7 million. The participants will not be allowed to direct investments. The SEC anticipates that participants will have limited rights to make withdrawals beyond the rights afforded by law, and accordingly estimates that the number of withdrawals will be fewer than 300 per year during the contract period. The initial plan assets will be 100% vested, but new investments may be subject to a vesting period.

Examples of required Trustee services include:

• serving as the Plan Trustee in accordance with the requirements of Section

401(a) of the Internal Revenue Code;

• keeping the Plan assets in trust; and

• maintaining auditable records of all Plan assets and submitting to periodic audits as required by law, including as required to enable the SEC to respond to inquiries by, e.g., Congress, the General Accountability Office, the Internal Revenue Service, etc.

Examples of required Custodian services include:

• receiving plan assets bi-weekly via electronic wire transfers;

• following instructions from the Recordkeeper* and the Trustee regarding withdrawals and distributions, including the ability to make wire transfers to the Recordkeeper;

• providing trust reconciliation reports on a monthly basis; and

• separately accounting for any amounts forfeited by non-vested participants, and notifying the SEC any time that balance approaches $250,000 (or the then-applicable FDIC insurance limit).

*Note: A separate RFP will be issued for a Recordkeeper that will closely coordinate with this RFP.

The SEC will deposit contributions to the Plan for all eligible employees on a bi-weekly basis. The vendor must have the ability to accept any additional discretionary payments the agency may choose to make, whether through the SEC’s payroll provider or directly from the SEC, and in its response to this solicitation must state the amount of any associated fees (under current rate schedules).

Contributions will be subject to the Internal Revenue Service (IRS) maximum elective deferral limits and any other applicable laws and regulations governing retirement plans. The SEC will fund all contributions via electronic wire transfer.

The vendor must stipulate any associated fees for acceptance of such wire transfers.

As part of theSEC’s employee benefits offerings and pursuant to the negotiated agreement with the National Treasury Employees Union (NTEU), the SEC will establish a supplemental retirement program in addition to standard federal retirement programs such as the Federal Employees Retirement System (FERS), Civil Service Retirement System (CSRS), or the Thrift Savings Plan (TSP) for eligible employees. This supplemental retirement plan will cover nearly all of the SEC’s 4600+ employees, who are located in the Washington, DC headquarters office as well as 11 regional offices throughout the US.

The contractor should be an institution that does not fall under the purview of the SEC’s regulatory authority. The contractor should be fully insured by the appropriate regulator (e.g., FDIC, NCUA). The contractor must be able to offer regional coverage for multiple SEC locations.

(vii) Date(s) and place(s) of delivery and acceptance and FOB point.

The anticipated contract’s period of performance will be for two (2) years from date of award, with three (3) one-year options totaling a five (5) year contract if all options are exercised.

May be utilized at SEC HQ and Regional Offices:

SEC LOCATIONS & REGIONAL OFFICES

OFFICE ADDRESS

Headquarters 100 F Street, NE, Washington, DC 20549 New York 3 World Financial Center, New York, NY 10281-1022 Boston 33 Arch Street, Boston, MA 02110-1424 Philadelphia 701 Market Street, Philadelphia, PA 19106-1532 Miami 801 Brickell Ave., Miami, FL 33131 Atlanta 950 East Paces Ferry, N.E., Atlanta, GA 30326-1382 Chicago 175 W. Jackson Boulevard, Chicago, IL 60604 Denver 1801 California Street, Denver, CO 80202-2656 Fort Worth 801 Cherry Street, Fort Worth, TX 76102 Salt Lake 15 W. South Temple Street, Salt Lake City, UT 84101 Los Angeles 5670 Wilshire Boulevard, Los Angeles, CA 90036 San Francisco 44 Montgomery Street, San Francisco, CA 94104

(viii) The provision at 52.212-1, Instructions to Offerors -- Commercial, applies to this acquisition and a statement regarding any addenda to the provision.

(ix) The provision at FAR 52.212-2, Evaluation - Commercial Items (Jan 1999), applies to this acquisition as follows:

52.212-2 Evaluation-Commercial Items (Jan 1999) The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered.

This is a Trade Off best value procurement. The Offeror’s submission should demonstrate the firm’s capability to perform the requirements outlined in the solicitation. Offerors shall provide a technical offer that includes the following four

(4) factors that will be used to evaluate offers: (1) Technical Capability and Management Approach, (2) Corporate Experience, (3) Key Personnel, and (4) Past Performance.

Technical Capability and Management Approach is more important than Corporate Experience, Key Personnel, and Past Performance. Corporate Experience is more important than Key Personnel and Past Performance. Key Personnel and Past Performance are of equal importance. When combined, the technical evaluation factors of (1) Technical Capability and Management Approach, (2) Corporate Experience, (3) Key Personnel, and (4) Past Performance are significantly more important than (5) Price. As the technical offers become more equal, price becomes more important in making the award determination. In the event that two

(2) or more offers are determined not to have any substantial technical differences (i.e., are technically equivalent), award may be made to the lower priced offer. It should be noted that award may be made to other than the lowest priced offer if the Government determines that a price premium is warranted due to technical merit. The Government may also award to other than the highest technically rated quotation, if the Government determines that a price premium is not warranted.

VOLUME 1 – TECHNICAL PROPOSAL SUBMISSION

Offerors shall not include any price information in the technical proposal. Offerors shall address the following factors:

Technical Capability and Management Approach

The Offeror shall describe in detail its technical capabilities on how it will meet the criteria in the Statement of Work (SOW). The Offeror shall describe in detail its technical and management approach. The Offeror’s technical approach shall clearly describe and address the Offeror’s knowledge, understanding and ability to successfully perform the requirements and obtain the desired outcomes highlighted in the SOW. The Offeror’s management approach should clearly cite discrete examples of successful performance and tangible results similar to the specific tasks contained in the SOW. Statements such as “the Offeror understands” or “the Offeror will comply” and statements that paraphrase the SOW or other contract requirements are inadequate.

If the offeror provides advisory services that are not directly regulated by the SEC, it should discuss those services and any associated fees (under current rate schedules) in its response to this solicitation.

The Offeror shall provide a quality control plan documenting the management and quality control actions used to provide the highest quality service to customers consisting at a minimum of the following: 1 fiduciary and internal control functions, including data transfer methods; 2) account access (e.g., internet and account manager/client representative); 3) quarterly management reports; 4) mandatory ERISA disclosures require by the Department of Labor; 5) financial reports and necessary data to complete IRS and DOL reporting requirements; and 6) hardware platform and software systems used for accounting, recordkeeping and administering retirement accounts.

Corporate Experience

The Offeror is expected to have at least 3 (three) years of Corporate Experience.

Quoters must submit a two-page (maximum) narrative describing the company's corporate experience providing the types of services offered. Your company must have provided these types of services to an entity for the minimum number of years noted above. At a minimum, your narrative must include the following:

(i) Organization’s number of years of corporate experience in providing the services offered.

(ii) Organization’s size, experience in the field, and resources available to enable them to fulfill requirements of the size anticipated under any resultant contract; and

(iii) Brief history of the organization’s activities contributing to the development of expertise and capabilities related to this requirement.

Complete the chart below to identify the number of defined contribution plans you currently administer in the following categories:

Number of Participants # of Plans Total Assets

Less than 500

500-999

1,000-4,999

More than 5,000

Total

Key Personnel

The Offeror’s offer shall include a resume for all key personnel. The Offeror shall address the experience and capabilities of the proposed key personnel assigned to this requirement.

The Offeror shall identify all proposed key personnel’s skill sets, highest degree attained, and licensing or certifications. Resumes are limited to three (3) single pages per person but are not part of the page count limitation. If any of the proposed key personnel are not currently employed by the Offeror then signed letters of commitment must be submitted. The Offeror must demonstrate that key personnel can successfully complete this project.

Past Performance

Each Offeror will be evaluated on its past performance on contracts or subcontracts currently ongoing or completed within the last three (3) years for similar products or services. The Government will focus on information that demonstrates quality of performance relative to similar type and complexity of the services under consideration. References other than those identified by the Offeror may be contacted by the Government with the information received used in evaluating the Offeror's past performance. The Government reserves the right to perform customer surveys only for those contracts which are deemed by the Government to be most relevant to this procurement.

(i) Evaluation of past performance will be based on consideration of all relevant facts and circumstances.

(ii) Information may be obtained from the Past Performance Information Retrieval System (PPIRS) and from references listed by the Offeror, other customers known to the Government, consumer protection organizations and others who may have useful and relevant information.

(iii) In the case of an Offeror that does not have past contract performance information or with respect to which information on past contract performance is not available, the Offeror will not be evaluated favorably or unfavorably on the factor of past performance.

Page Limitation: The technical submission shall be limited to forty five (45) one-sided pages, excluding the cover letter, resumes and letters of commitment for proposed personnel.

A written notice of award or acceptance of an offer mailed or otherwise furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

EVALUATION OF TECHNICAL FACTORS

Technical offers submitted in response to this RFP will be evaluated as follows:

1) Technical Capability and Management Approach - the degree to which the Offeror effectively demonstrates knowledge, understanding, and technical ability to successfully perform the requirements of the SOW.

2) Corporate Experience – the depth and breadth of Offeror’s corporate experience (including subcontractors) in providing the types of services.

3) Key Personnel - the Offeror’s ability to provide qualified key personnel .

4) Past Performance – the relevance and quality of the Offeror’s recent past performance for similar type of work.

VOLUME 2 - PRICE PROPOSAL SUBMISSION (Non Rated)

Offerors should provide a rate schedule of prices for services and fees associated with Trustee and Custodian services. Offerors should also provide an indicative/proposed schedule of interest rates, effective annual rate and average rate of return earned on Trust accounts with the following year end asset balances:

$10,000,000; $35,000,000; $50,000,000; $75,000,000.

The price offered shall include the following:

a) Completed signed copy of the SF-1449. The Offeror shall indicate the price to be charged for each item in Pricing Schedule rounded to the nearest whole dollar.

b) Fixed Price rates shall be fully burdened and include all costs (direct and indirect), overhead, and profit.

c) Offerors are strongly encouraged to offer discounts off their published rates.

Identify by percentage any discounts or price reductions offered.

d) Proposed other direct costs in support of this requirement that exceed the micro-purchase threshold ($3,000) must be priced on the Offeror’s contract.

If applicable, Contractor Team Arrangement and/or Subcontractor Arrangement Supporting Documentation. Both teaming and subcontracting are permissible under this RFP. If subcontracting is proposed, all labor and materials proposed must be contained within the prime contractor’s contract. Furthermore, the prime contractor shall disclose to the Government’s Contracting Officer (CO) a copy of the subcontract pricing, terms and conditions, or subcontracting agreement. The Government will evaluate the acceptability of any teaming or subcontracting arrangement as part of its evaluation of price. Failure to provide complete supporting documentation may result in no further consideration of the Offeror’s offer. Subcontractors may submit proprietary data directly to the Contracting Officer or through the prime contractor in a separate, sealed envelope the following information (preferably to be provided on the Offeror submission cover letter, which is not included in the page limitation):

a) Tax Identification Number (TIN)

b) Dun & Bradstreet Number (DUNS)

c) Contact Name

d) Contact Email address

e) Contact telephone and fax number

f) Complete business mailing address

Price will be evaluated based upon reasonableness and realism.

(x) Offerors shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items (December 2014), with its offer, or indicate that representations and certifications are available on-line in the Reps & Certs section of their System for Award Management (SAM) record available at https://www.sam.gov.

https://www.sam.gov/

(xi) The clause at 52.212-4, Contract Terms and Conditions -- Commercial Items (May 2014), applies to this acquisition and a statement regarding any addenda to the clause.

(xii) The clause at 52.212-5, Contract Terms and Conditions Required To Implement Statutes Or Executive Orders -- Commercial Items (Dec 2014), applies to this acquisition and a statement regarding which, if any, of the additional FAR clauses cited in the clause are applicable to the acquisition:

52.215-1 Instructions to Offerors, Competitive Acquisitions (Jan 2004) 52.203-6 Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

52.203-13 Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L.

110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

(Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

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).

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

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).

52.219-6 Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

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

52.219-16 Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

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

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

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

(E.O. 13126).

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

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

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

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

793).

52.222-37 Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

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

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.)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

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).

52.232-33 Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/Far/52_000.htm#P1801_253030 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/Far/52_000.htm#P2001_293769

52.232.40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013)

52.216-1 Type of Contract (Apr 1984), The Government contemplates award of a Firm Fixed Price contract resulting from this solicitation.

52.216-18 Ordering (Oct 1995).

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued through the period of performance of the contract.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

52.216-19 Order Limitations (October 1995).

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $3M;

(2) Any order for a combination of items in excess of $3M; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or

(2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 Indefinite Quantity (Oct 1995).

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 3 years of award of contract? Is this correct? The contract can go up to almost 5 years.

MINIMUM AND MAXIMUM QUANTITIES

As referred to in paragraph (b) of FAR Clause 52.216-22, "Indefinite Quantity" of this contract, the contract minimum quantity is establish at $100. The contract maximum quantity is hereby established at the total amount of $3,000,000.00

52.217-5 Evaluation of Options (July 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

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 shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the period of performance 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 the period of performance of the contract;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 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 5 years.

52.227-14 Rights in Data -- General (May 2014)

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

“Computer database” or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

“Computer software”—

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating, and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2) if included in this clause.

“Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

”Restricted computer software” means computer software developed at private expense and that is a trade secret; is commercial or financial and is confidential or privileged; or is copyrighted computer software, including minor modifications of the computer software.

“Restricted rights,” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

“Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C.

116).

“Unlimited rights” means the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in—

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to—

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(iii) Substantiate use of, add or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright—

(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may establish, without prior approval of the Contracting Officer, claim to copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. For computer software, the Contractor grants to the Government and others acting on its behalf, a paid-up nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor—

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in subparagraph (c)(1) of this clause or; if such data are restricted computer software, the Government shall acquire a copyright license as set forth in subparagraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) Release, publication and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except—

(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract which contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless otherwise specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g)(4) of this clause and use of the notices is not authorized by this clause, or if such data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in subdivision (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be canceled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination shall become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The Government shall continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer’s determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in subparagraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Government’s action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of this clause from brining a claim, in accordance with the Disputes clause of this contract, that may arise as a result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of such data, permission to have authorized notices placed on qualifying data at the Contractor’s expense, and the Contracting Officer may agree to do so if the Contractor—

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the use of the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may—

(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data and demonstrates that the correct notice is authorized, or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall—

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government such rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

52.227-15 Representation of Limited Rights Data and Restricted Computer Software (Dec 2007)

(a) This solicitation sets forth the Government’s known delivery requirements for data (as defined in the clause at 52.227-14, Rights in Data--General). Any resulting contract may also provide the Government the option to order additional data under the Additional Data Requirements clause at 52.227-16, if included in the contract. Any data delivered under the resulting contract will be subject to the Rights in Data- -General clause at 52.227-14 included in this contract. Under the latter clause, a Contractor may withhold from delivery data that qualify as limited rights data or restricted computer software, and deliver form, fit, and function data instead. The latter clause also may be used with its Alternates II and/or III to obtain delivery of limited rights data or restricted computer software, marked with limited rights or restricted rights notices, as appropriate. In addition, use of Alternate V with this latter clause provides the Government the right to inspect such data at the Contractor’s facility.

(b) By completing the remainder of this paragraph, the offeror represents that it has reviewed the requirements for the delivery of technical data or computer software and states [offeror check appropriate block]—

[ ] (1) None of the data proposed for fulfilling the data delivery requirements qualifies as limited rights data or restricted computer software; or

[ ] (2) Data proposed for fulfilling the data delivery requirements qualify as limited rights data or restricted computer software and are identified as follows:

(c) Any identification of limited rights data or restricted computer software in the offeror's response is not determinative of the status of the data should a contract be awarded to the offeror.

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

52.249-1 Termination for Convenience of the Government (Services) (Short Form) (Apr 1984)

The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the Government’s interest. If this contract is terminated, the Government shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination.

52.249-2 Termination for Convenience of the Government (Fixed-Price) (Apr 2012)

(a) The Government may terminate performance of work under this contract in whole or, from time to time, in part if the Contracting Officer determines that a termination is in the Government’s interest. The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date.

(b) After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:

(1) Stop work as specified in the notice.

(2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the contract.

(3) Terminate all subcontracts to the extent they relate to the work terminated.

(4) Assign to the Government, as directed by the Contracting Officer, all right, title, and interest of the Contractor under the subcontracts terminated, in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

(5) With approval or ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause.

(6) As directed by the Contracting Officer, transfer title and deliver to the Government --

(i) The fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated;

and

(ii) The completed or partially completed plans, drawings, information, and other property that, if the contract had been completed, would be required to be furnished to the Government.

(7) Complete performance of the work not terminated.

(8) Take any action that may be necessary, or that the Contracting Officer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Government has or may acquire an interest.

(9) Use its best efforts to sell, as directed or authorized by the Contracting Officer, any property of the types referred to in subparagraph (b)(6) of this clause; provided, however, that the Contractor

(i) is not required to extend credit to any purchaser and

(ii) may acquire the property under the conditions prescribed by, and at prices approved by, the Contracting Officer.

The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Government under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer.

(c) The Contractor shall submit complete termination inventory schedules no later than 120 days from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 120-day period.

(d) After expiration of the plant clearance period as defined in Subpart

49.001 of the Federal Acquisition Regulation, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Contracting Officer. The Contractor may request the Government to remove those items or enter into an agreement for their storage. Within 15 days, the Government will accept title to those items and remove them or enter into a storage agreement.

The Contracting Officer may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and shall correct the list, as necessary, before final settlement.

(e) After termination, the Contractor shall submit a final termination settlement proposal to the Contracting Officer in the form and with the certification prescribed by the Contracting Officer. The Contractor shall submit the proposal promptly, but no later than 1 year from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 1-year period. However, if the Contracting Officer determines that the facts justify it, a termination settlement proposal may be received and acted on after 1 year or any extension. If the Contractor fails to submit the proposal within the time allowed, the Contracting Officer may determine, on the basis of information available, the amount, if any, due the Contractor because of the termination and shall pay the amount determined.

(f) Subject to paragraph (e) of this clause, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done.

However, the agreed amount, whether under this paragraph (f) or paragraph (g) of this clause, exclusive of costs shown in subparagraph (g)(3) of this clause, may not exceed the total contract price as reduced by

(1) the amount of payments previously made and

(2) the contract price of work not terminated.

The contract shall be modified, and the Contractor paid the agreed amount. Paragraph (g) of this clause shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph.

(g) If the Contractor and the Contracting Officer fail to agree on the whole amount to be paid because of the termination of work, the Contracting Officer shall pay the Contractor the amounts determined by the Contracting Officer as follows,…