ATCH_1-SOW-15-R-0019-ENFTrn-Final.docx

SECHQ1-15-R-0019 ATTACHMENT# 1

STATEMENT OF WORK

Intensive Testimony Workshop Development

1.0 Background

The SEC’s mission is to protect investors; maintain fair, orderly and effective markets; and facilitate capital formation. In support of this mission, the SEC investigates possible violations of the federal securities laws. An element of these investigations frequently includes taking testimony of individuals who may have relevant information. To assist SEC staff in developing and honing investigative testimony skills, the SEC is interested in developing a new intensive testimony participatory workshop.

2.0 Scope

The Contractor shall provide the SEC with a new testimony training case file for the new intensive testimony workshop.

2.1 Testimony Training Case File. The new testimony training case file shall include workshop outlines, instructions, faculty materials and participant materials for a training workshop that will develop and hone investigative testimony skills of staff that prepare for and take testimony in securities investigations. The workshop is expected to span from three (3) to five (5) days. Materials shall be based on a primary case study plus additional case studies and vignettes identified by the SEC, all of which shall form the basis of instruction on specific elements of taking testimony effectively, and shall cover the areas identified on Attachment A, Areas to Cover . The SEC has an existing securities fraud case involving basic accounting and disclosure issues. The training materials will be based on basic case documents and transcripts that have already been collected. The basic case documents may be modified to serve as many, if not all, of the documents used in the training, which should present the accounting issues in a sufficiently clear and simplified manner so that the focus of the training exercises will be on developing investigative testimony skills. A brief description of the accounting and disclosure issues included in the SEC’s existing securities fraud case is found on Attachment B, Description of Accounting/Disclosure Issues.

3.0 Objective

To provide training for investigative testimony, the SEC requires a qualified contractor to prepare the new case file and related materials that will develop and hone investigative testimony skills for staff that prepare for and take testimony in securities investigations.

4.0 Requirements for Testimony Training Case File.

4.1 The Contractor shall create and develop the following materials (the “Materials”) that SEC faculty will use to instruct over the course of the workshop and participants will use to develop and hone their investigative testimony skills:

a. Workshop outline,

b. Detailed instructions regarding the format, duration, content and subject of each component part of the workshop,

c. A primary case study on which most of the content of the workshop will be based,

d. Additional case studies and vignettes on topics identified by the SEC,

e. Lectures,

f. Demonstration outlines, and

g. Faculty guides, outlines and materials.

4.2 The Materials shall cover the areas identified on Attachment A, Areas to Cover.

The workshop shall be organized as separate modules that, in total, span from three (3) to five (5) business days.

The workshops will primarily follow an instructional model that emphasizes on-your-feet, “learn-by-doing” exercises and simulations with constructive faculty critique. In addition, the workshops shall contain some lectures and demonstrations.

The primary case study shall be based on a securities fraud case that involves basic accounting and disclosure issues. The SEC has an existing securities fraud case involving basic accounting and disclosure issues. The training materials will be based on basic case documents and transcripts that have already been collected. The basic case documents may be modified to serve as many, if not all, of the documents used in the training, which should present the accounting issues in a sufficiently clear and simplified manner so that the focus of the training exercises will be on developing investigative testimony skills. A brief description of the accounting and disclosure issues included in the SEC’s existing securities fraud case is found on Attachment B, Description of Accounting/Disclosure Issues. The SEC also will identify existing processes and procedures that must be included in the training (e.g., the Guide to Taking Testimony in Investigative Proceedings and SEC-specific warnings, guidance, and practice.)

The Contractor shall work with designated SEC staff to develop the Materials. If needed, additional case studies and vignettes shall be developed on topics such as handling difficult witnesses, questioning witnesses on financial matters, handling documents, and other topics identified by SEC staff.

The target audience for the workshops will be all SEC professionals in the Division of Enforcement who are involved in planning for and taking testimony, including, but not limited to, attorneys and non-attorney professionals, such as accountants, market specialists, industry experts, forensic IT specialists, etc.

The Contractor shall have substantial experience in each of the following:

a. Creating and developing advocacy-related workshop case studies, vignettes, lectures and additional materials for the purpose of teaching advocacy skills in workshops that span several consecutive business days. Experience in creating and developing such materials in an investigative context, rather than litigation, is preferred.

b. Creating programs that follow an instructional design model focused on on-your-feet, “learning-by-doing” exercises and simulations with constructive faculty critique.

4.3 Optional Services.

Optional Services are available during the Option Years, if exercised, to support further workshop development; program updates; material re-fresh (e.g., current law or case study(ies)); program changes; etc. The firm-fixed price for any optional service will be based on the fully-burdened hourly rate(s) for the respective option year and will be incorporated under the contract by a written, mutually agreed upon modification.

For estimating purposes, each Option Year shall have a not-to-exceed amount of 250 hours yet the unused hours for each exercised Option Year will roll to the next exercised Option Year so long as the maximum of four (4) exercised Option Years do not exceed 1,000 hours.

5.0 Deliverables or Delivery Schedule

5.1 The Materials shall be delivered as set forth below in (1) electronic format, Microsoft Word files, and (2) three hard copy, paper files.

5.2 All Materials delivered to the SEC under this contract shall be the property of the U.S. Government.

5.3 The Materials shall be delivered in final form within four (4) months of the award of the contract.

5.4 The deliverables shall be delivered to the following addresses:

a. Electronic format, Microsoft Word files shall be delivered to SpohnB@sec.gov and SpohnB@sec.gov.

b. Hard copy, paper files shall be delivered to:

Belinda Spohn Training Coordinator, Division of Enforcement U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

5.5 The Materials shall be complete and in conformance with Federal Securities laws at the time of delivery.

5.6 The Enforcement Training Coordinator will assess the Contractor’s ability to provide and manage a quality assurance plan that will ensure delivery of Materials at or above an acceptable quality level of customer satisfaction. The evaluation will consider the relevance, credibility, responsiveness and completeness of performance and services offered. Reviews will take place weekly until delivery of final Materials.

5.7 Government-Furnished Equipment and Government-Furnished Information

The Government will provide classrooms and will provide video cameras and other equipment required for video recording during the training.

5.8 Travel

Local travel will not be reimbursed. In the event long distance travel is required, the Contractor shall comply with the Federal Travel Regulations (FTR). All travel shall be approved in advance by the COR including costs for transportation, lodging, meals, and incidental expenses. The Contractor shall submit a detailed cost breakdown of all proposed travel costs electronically to the COR. Costs incurred by contractor personnel on official company business are allowable, subject to the limitations contained in FAR Part 31.205-46. Government per diem rates can be found on the website at www.gsa.gov.

The reimbursement of travel expenses is subject to the following limitations: (1) any subsistence allowance (i.e., meals and lodging) is limited by a per diem allowance prescribed by the link above; (2) expenses incurred as a result of travel using a personal automobile are reimbursed as prescribed by the link above; (3) reimbursement of air and train travel is limited to the most economical rate and reasonable traveled route; and (4) each out-of-pocket travel and allowable miscellaneous administrative expense exceeding $75 requires a receipt that is to be attached to the expert's invoice.

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

6.0 PERSONNEL (SEC 6010.00 - Mar 2009)

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

6.1. KEY PERSONNEL

The designated Key Personnel for this call order are as follows:

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

7.0 Place of Performance

The Contractor shall primarily perform services at its location.

8.0 Intellectual Property Rights

The SEC is licensing commercial items under this Contract, and the parties' intellectual property rights are governed generally by Section I, clause 52.227-14. Under clause 52.227-14, the SEC shall have unlimited rights in any materials or data first produced in performance of this Contract.

9.0 SEC Clauses

The following SEC Clauses apply to the contract:

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

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

The base period of performance under this contract shall be for six (6) months from date of award. This contract has four (4) 1-year options. At the end of the base year, if exercised, the first option will begin. If all options are exercised, the period of performance will not exceed a total of fifty-four (54) months. If exercised, the period of performance for each successive option will begin the day after expiration of the previous period. Exercise of any option requires a contract modification signed by the SEC Contracting Officer.

5001.00 Contract Administration (Dec 2011)

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

Contracting Officer:

Securities and Exchange Commission Office of Acquisitions Attn: D’Jaris Gladden Email: GladdenD@sec.gov 100 F Street, NE Washington, DC 20549

Contract Specialist:

Securities and Exchange Commission Office of Acquisitions Attn: Tammy Oliver Email: OliverT@sec.gov 100 F Street, NE Washington, DC 20549

5001.03 Contract Administration for Non-Severable Services (Aug 2013)

The services for the contract are considered non-severable services. Non-severable services are considered to be new tasks, each with details of the task and when it is due.

a. The task is described by SEC employees and e-mailed to the Contracting Officer’s Representative (COR).

b. COR ensures it is in scope and e-mails it to the vendor Project Manager (PM).

c. Vendor PM reviews it and assigns the task to the contractor personnel (CP).

d. SEC employees work with the assigned CP.

The COR will review deliverables within the time frames indicated in approved technical direction letter / e-mail.

5003.00 Submission of Invoices (Apr 2012)

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

Invoices shall be submitted at completion and acceptance of deliverables as identified in the original award or any modification.

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:

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

For services: contract line item number, item description, period of performance and associated costs, per Section B, contract line item, CLIN, structure

Shipping and handling charges, if applicable

Clearly mark duplicates of previous invoice submissions with "DUPLICATE"

Clearly mark the final invoice with "FINAL INVOICE"

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

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

E-mail invoices to the following address: 9-AMC-AMZ-SEC-Invoices@faa.gov. If you have questions regarding submission of invoices, the SEC’s Office of Financial Management may be reached at (202) 551-7860.

5003.03 Option Period Invoicing (Mar 2009)

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

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

a. Belinda Spohn, is hereby designated the Securities and Exchange Commission COR for administration and information relating to this contract. Cristin Taylor is hereby designated as the Alternate COR for 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.

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

1. The attached (Attachments J-1 and J-2) non-disclosure agreements (NDAs) are required and must be completed, signed, and returned to the Contracting Officer before starting performance under this contract.

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

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

4. An officer or executive authorized to bind the company shall execute the NDA for the Contractor on behalf of the company and return it to the Contracting Officer prior to the Contractor commencing work on the contract. The Contractor shall submit to the Contracting Officer a list of its employees, agents, and subcontractors that will be authorized access to SEC information by virtue of performing the requirements set forth in this contract. Each person identified on the list shall then sign the employee NDA on behalf of himself or herself and submit it to the Contracting Officer before commencing work on the contract.

5. The Contractor shall also ensure that all of its employees, agents, and subcontractors assigned to perform the requirements set forth in this contract adhere to the terms of the non-disclosure agreement, including protecting from unauthorized disclosure all confidential or non-public information. Failure to adhere to this clause or the terms of the NDAs, including assignment of staff to this contract who have not executed required NDAs, shall result in action by the Contracting Officer, as deemed appropriate. Violation of this clause or the attached NDAs by the Contractor, its employees, agents, subcontractors, or subcontractor personnel may result in default of the contract and/or liability to the Government for any and all rights and remedies provided by law.

6002.00 Type of Contract (Mar 2009)

This is a firm fixed-price type 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 BPA 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 be 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.

6007.00 Compliance with Regulations (Mar 2009)

The Contractor shall comply with all statutes, regulations, directives, instructions, and references applicable to the conduct of this acquisition as imposed by the Federal Government and the SEC, including, without limitation, those specified or referred to in this contract.

The Contractor and its employees shall become acquainted with and shall comply with the rules and regulations of the SEC’s facilities, including, but not limited to security, controlled access, personnel clearances, and conduct with respect to health and safety at the site, regardless of whether or not title to the facility is vested in the SEC.

6009.05 Onboarding Contract Employees (Jul 2013)

Included with this award are three forms: J-3, Contractor Data Form; J-4, OF306 “Declaration of Federal Employment,” and J-5, Credit Release Form. The Contractor must ensure that their personnel complete and return these forms to the SEC. Contractor personnel must receive a favorable adjudication before they may begin work at the SEC. It is the Contractor’s responsibility to ensure that their personnel receive these forms and return them to the contracting officer’s representative (COR) for the contract/award as quickly as possible. The COR is identified in Section II, Paragraph 3.2. A delay in completing the forms may delay the SEC start date for the contract/award It is also the Contractor’s responsibility to ensure that their personnel complete the e-QIP and fingerprint security processes; e-mails about these two processes will be sent to the Contractor’s personnel once they turn in the three forms to the COR for the contract/award. The COR or contracting officer (CO) may contact the Contractor for assistance if he/she is unable to obtain this information from the Contractor’s personnel.

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

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

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

Background Check Due to the sensitive nature of the information contained in SEC filings and concerns regarding the security and integrity of this information, the SEC may conduct a background check of an Applicant in addition to a reference check. It shall be the responsibility of the Contractor and individual contract employee, throughout the life of this contract/award, to inform the SEC of any information that would change their background or reference checks. The Contractor also agrees to include the substance of this clause in any of its subcontracts.

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

The Applicant must favorably pass the background investigation in order to begin or continue work on an SEC contract/award. If negative, derogatory or questionable information is obtained during the background investigation process, the Applicant will be given a chance to provide documentation or an explanation. If an unfavorable determination is rendered, the COR will contact the Contractor and the Applicant will not be allowed to begin or continue work on the contract/award.

6010.04 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.

6011.00 Status of Proposal in Awarded Contracts (Mar 2009)

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

(a) The Schedule.

(b) Representations and other instructions.

(c) Contract clauses.

(d) Other documents, exhibits, and attachments.

(e) The specifications.

(f) The proposal.

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

The Contractor shall be responsible for compliance by its employees with SEC security regulations, policies, and procedures. This includes safekeeping, wearing, and visibility of identification badges. The SEC will issue Contractor identification badges to on-site Contractor personnel, and the badges shall be visible at all times while employees are on SEC premises. The Contractor shall provide all requested information (the SEC will provide forms to the Contractor at time of award) required to facilitate issuance of identification badges and shall conform to applicable regulations concerning the use and possession of the badges. The Contractor shall be responsible for ensuring that all identification badges issued to the Contractor employees are returned within forty-eight (48) hours following the completion of the contract, relocation, or termination of an employee and/or request of the Contracting Officer or the Contracting Officer’s Representative (COR).

6012.02 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.

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.

6017.00 Communicating Non-public or Sensitive Information (May 2013)

When communicating "Non-public or Sensitive information" via email, during the period of this contract, the Contractor shall submit all such communications using Zixmail. ZixMail encrypts outgoing messages, decrypts and validates incoming messages, and authenticates both the sender's and recipient's e-mail identities. The Contractor shall use the following instructions for using Zixmail:*

Login at U.S. Securities and Exchange Commission Secure Email Password Authorization View message under the "Inbox" tab or create and send new messages from the "Compose" tab.

*Notes: "The Contractor must register a new account first at U.S. Securities and Exchange Commission Secure Email Password Authorization prior to reading or sending encrypted messages. The Contractor will be provided with a link to create an account the first time you send them an encrypted message. This link will also be used by the Contractor subsequently to read and compose messages. The Contractor can only send encrypted e-mail messages from the ZixMail portal to SEC employees. All e-mail contents, including attachments, are encrypted when sent using this method."

10.0 Contractor Performance Evaluation

Prior to the exercise of an option under the contract/order/call or at the end of the conclusion of work under the contract/order/call, the SEC will submit an electronic record of the Contractor’s performance to the Contractors Performance Assessment Retrieval System (CPARS) for processing. Once the evaluation is processed in CPARS, it will be made available in the Past Performance Information Retrieval System (PPIRS) for Government use in evaluating the Contractor’s past performance as part of a source selection action.

No later than 30 days after award, the Contractor shall furnish the CO with:

- the name,

- position title,

- phone number, and

- email address of the Contractor’s representative designated to have access to the evaluation for this contract.

The CO will ensure that the information regarding the Contractor’s designated representative is provided to the SEC Contractor Performance Assessment Reporting System Focal Point.

The Contractor’s designated representative will have the ability to review, comment, and state whether or not the Contractor agrees with the evaluation and return the evaluation to the COR within 30 calendar days after its receipt.

If the Contractor desires a meeting to discuss the evaluation, it must be requested, in writing, no later than seven calendar days from the receipt of the evaluation. This meeting will be held during the Contractor’s 30-calendar day review period. If after the meeting, the Contractor disagrees with assessment, the Contractor may request that the Office of Acquisition Operations Branch Chief resolve the matter.

It shall be the sole responsibility of the Contractor to inform the CO or COR of any changes to the Contractor’s designated representative. Any such changes do not require a modification to the terms and conditions of the contract/order/call.