C Fund RFP - Sections B-M.doc

TIB-2013-RFP-0024

TSP Funds Investment Management

TIB-2015-RFP-0002

TSP C Fund Investment Management

SECTION B – SUPPLIES AND SERVICES

Base

Period Investment Management

Services C Fund

Option

Period Investment Management

Services C Fund

Option

Period Investment Management

Services C Fund

Option

Period Investment Management

Services C Fund

Option

Period Investment Management

Services C Fund

SECTION C – DESCRIPTIONS AND SPECIFICATIONS

Statement of Work

See Section J – Attachment 1

SECTION D - PACKAGING AND MARKING

Not Applicable.

SECTION E - INSPECTION AND ACCEPTANCE

E-1 The FRTIB reserves the right to visit the contractor’s facilities to inspect the operations as they relate to the performance of this contract. The contractor will receive notification at least 15 calendar days prior to a request to visit the contractor’s facilities.

SECTION F - DELIVERIES AND PERFORMANCE

F.1 Period of Performance

F.1.A Base period: 12 Months after date of award

Option Period 1: 12 Months after completion of base period

Option Period 2: 12 Months after completion of Option period 1

Option Period 3: 12 Months after completion of Option period 2

Option Period 4: 12 Months after completion of Option period 3 See Attachment 7 for Reports Deliverables

F.2 Place of Performance. Performance will occur at the Contractor’s facilities. The FRTIB may request that Contractor staff meet with FRTIB employees and Board members.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 Appointment of Contracting Officer’s Representative (COR).

G.1.A The Contracting Officer (CO) shall appoint, in writing, the COR for this contract. The COR does not have the authority to bind the government under this contract.

G.1.B The COR acts as a liaison to coordinate activities between the Contractor and the CO, as required, in the performance of the work under this contract and ensures that the FRTIB receives the products and services in accordance with the contract.

G.1.C Only the CO has the authority to modify the contract. In the event the Contractor implements changes to the contract at the direction of any person other than the CO, the Contractor will not receive reimbursement for work performed pursuant to those unauthorized changes.

G.2 Contract Options.

G.2.A Award of an initial contract will not obligate the Agency to exercise any options. Prior to exercising any option, the Agency will determine that (1) funds are available, (2) the requirement covered by the options fulfills an existing need of the Agency, and (3) exercising the option is the most advantageous method of fulfilling the Agency’s needs, price and other factors considered.

G.2.B Failure to exercise an option will not obligate the Agency to pay any charges to the contractor or any other party.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 Information And Information System Security/Privacy Requirements For IT Contracts

H.1.A General

(a) For the purpose of this clause, “Contractor” shall include all Prime and Subcontractor organizations and their personnel

(b) As used in this clause, “sensitive information” refers to FRTIB or TSP data and information that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.

H.1.B Access to Agency Information and Information Systems

(a) Contractor shall not have access to FRTIB information systems.

H.1.C Information Custodial Requirements

(a) Information made available to the Contractor by FRTIB for the performance or administration of this contract or information developed by the Contractor in performance or administration of the contract shall be used only for those authorized purposes and shall not be used in any other way without the prior written agreement of the Contracting Officer. This clause expressly limits the Contractor's rights to use data as described in Rights in Data - General, FAR 52.227-14

(b) The Contractor shall receive, gather, store, back up, maintain, use, disclose and dispose of FRTIB information only in compliance with the terms of the contract and applicable Federal laws, regulations and policies. If Federal laws, regulations and policies become applicable to the FRTIB information after execution of the contract, or if the National Institute of Standards and Technology (NIST) issues or updates applicable standards the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

(c) Contractors collecting, storing, or disseminating Personally Identifiable Information (PII) data shall conform to all pertinent regulations and laws related to privacy.

(d) If FRTIB determines that the Contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for FRTIB to terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

(e) Contractor shall store, transport or transmit FRTIB sensitive information in an encrypted form, using a FRTIB-approved encryption application that meets the requirements of NIST’s Federal Information Processing Standards 140-2 standard.

(f) Except for uses and disclosures of FRTIB information authorized by this contract for performance of the contract, the Contractor may use and disclose FRTIB information only in two other situations: (i) after notifying the FRTIB, in response to a qualifying order of a court of competent jurisdiction, or (ii) with FRTIB’s prior written approval. The Contractor shall refer all requests for, demands for production of, or inquiries about, FRTIB information and information systems to the FRTIB Contracting Officer for response.

H.1.D Security Incident Investigation

(a) The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to FRTIB assets, or sensitive information, or an action that breaches FRTIB security procedures. Even if outside regular business hours, the Contractor shall immediately (within one (1) hour of first becoming aware) notify the Contracting Officer Representative (COR) and simultaneously, the designated Information System Security Officer (ISSO) for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the Contractor has access.

(b) To the extent known by the Contractor, the Contractor’s notice to FRTIB will identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the FRTIB information/assets were placed at risk or compromised), and any other information that the Contractor considers relevant.

(c) The Contractor shall simultaneously report the incident to the appropriate law enforcement entity(ies) of jurisdiction in instances of theft or break-in or other criminal activity. The Contractor, its employees, and its subcontractors and their employees will cooperate with FRTIB and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The Contractor shall cooperate with FRTIB in any civil litigation to recover FRTIB information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to the incident.

(d) The FRTIB shall have the right to participate in any investigation relating to a suspected or actual breach and, pursuant to such an investigation, shall have access to any and all related data including but not limited to affected files, systems, briefings, devices (including hard drives), and interim as well as final reports and analyses.

H.1.E Contractor Requirements, Confidentiality and Non-Disclosure

(a) Contractor personnel will have access to some privileged and confidential materials of the FRTIB. These printed and electronic documents are for internal use only, are not to be copied or released without permission, and remain the sole property of the FRTIB. These materials are protected by the Privacy Act of 1974, 5 U.S.C. § 552a. Unauthorized disclosure of Privacy Act covered materials is a criminal offense.

(b) The CO will be the sole authorized official to release verbally or in writing, any data, the draft deliverables, the final deliverables, or any other written or printed materials pertaining to this SOW. The Contractor shall release no information pertaining to the SOW. Any request for information relating to this SOW presented to the Contractor shall be submitted to the CO for response.

(c) The Contractor recognizes that in the performance of this contract the Contractor may receive or have access to sensitive information, including information provided on a proprietary basis by other private or public entities. The Contractor agrees to safeguard these privileges and use the information exclusively in the performance of this contract. The Contractor shall follow all FRTIB rules and regulations regarding information security to prevent disclosure of sensitive information to unauthorized individuals or organizations.

H. 1.F Proprietary Information Requirement

(a) The Contractor shall limit access to the minimum number of employees necessary for performance under this contract for all information considered sensitive or proprietary in nature. If the Contractor is uncertain of the sensitivity of any information obtained during the performance period then the Contractor has a responsibility to ask the FRTIB contracting officer’s representative for clarification.

H.1.G Security: Information System Security

(a) The Contractor shall ensure adequate LAN/Internet, data, information, and system security in accordance with standard contract language, conditions, laws, and regulations. The Contractor shall follow all applicable laws and regulations governing information security.

H.1.H Security Audits

(a) At least once every twelve (12) months following the Contract signing date, Contractor, at its own expense, shall cause to be conducted a Statement of Standards Attestation Engagements (SSAE) 16 audit (or any successor standard) on its operations, including the operations of its affiliates and subcontractors, that are involved in the provision of the Services under this Contract. Specifically, the vendor will furnish the Agency a SOC 1 Type 2 report. The SOC 1 is an engagement performed under SSAE No. 16 in which a service auditor reports on controls at a service organization that may be relevant to user entities' internal control over financial reporting. A Type 2 Report includes management’s description of the service organization’s system and the suitability of the design and operating effectiveness of the controls to achieve the related control objectives included in the description throughout a specified period. The SSAE-16 Audit shall be performed by an independent auditing firm registered and in good standing with the Public Company Accounting Oversight Board and any successor thereto. The time period covered for each annual SSAE-16 Audit shall be for October 1 through September 30. Contractor shall provide the Agency with the auditor’s scope, description of controls, testing results and opinion, as well as the auditor’s recommendations and any required planned or completed corrective actions; complete copies of such reports; and Contractor corrective action plans (if any) with committed delivery dates related to the results of such SSAE-16 Audit. Any failure to take corrective action required by the Audit shall be deemed a material breach of this Contract.

(b) If any SSAE-16 Audit as set forth above results in a qualified opinion, upon the first such occurrence, the Contractor shall perform any corrective plan resulting from the qualified opinion in accordance with the committed delivery dates to successfully resolve the applicable deficiency.

(c) The Parties agree that a second occurrence of a SSAE-16 Audit resulting in a qualified opinion shall be deemed a material breach of this Contract and a default and the Agency may terminate this Contract for default. For the avoidance of doubt, no early termination fees shall apply in connection with such a termination.

H.1.I Personnel Security

(a) All Contractor staff assigned to work under this Contract in the U.S. shall be U.S. citizens or resident aliens with current valid green cards.

(b) Contractor shall not allow any of its employees to access Agency information except to the extent that an employee needs access in order to facilitate work under this contract.

(c) Contractor shall immediately (within 60 minutes) revoke all system access rights and restrict security (e.g., access badges) of its personnel who are no longer employed on this contract. Contractor shall document its compliance with this requirement upon Agency request.

H.2 Non-Disclosure Requirements (a) Attachment J.2 is a required Non-Disclosure Agreement and it shall be completed by each individual designated as “key personnel” and working on behalf of the Contractor and delivered to the CO before performing work under this contract.

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

(c) Non-Disclosure Agreement For Confidential And Non-Public Information. Section 2635.703 of title 5, Code of Federal Regulations, and the Privacy Act of 1974 (5 U.S.C. § 552a) 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 will have access to confidential or non-public information or documents in the performance of the contract, agree to be bound by Section 2635.703 of title 5, Code of Federal Regulations, and the Privacy Act of 1974 (5 U.S.C. § 552a) and the terms set forth in the attached Non- Disclosure Agreements (Attachment J. 2). The Contractor and all personnel assigned to the contract agree not to divulge to any unauthorized person non-public or confidential information obtained from the FRTIB in performance of their duties under the contract. Violation of this clause by the Contractor, its employees, agents, subcontractors, or subcontractor personnel may result in termination of the contract and/or civil suits and/or criminal prosecution.

H.3 Contractor Responsibilities/Standards of Conduct

(a) The FRTIB will not exercise any supervision over the Contractor’s employees. The Contractor’s employees, if on-site at FRTIB facilities under this contract, shall only engage in duties specified in this contract, and not in other business, political, charitable or other duties. The Contractor shall not recruit on FRTIB premises or otherwise act to disrupt official FRTIB business. The Contractor shall be responsible 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. The Contractor shall include the substance of this clause in any of its subcontracts.

H.3.A Confidential Information

All information received by the Contractor as a result of performance of this contract is confidential and is subject to the Privacy Act of 1974, 5 U.S.C. § 552a. The Contractor and Contractor personnel shall maintain this information in strict confidence and shall not disclose this information, or any information obtained as the result of its performance of this contract, to any person or entity, other than employees or bona-fide Contractors of the FRTIB, without the prior written approval of the Agency. The Contractor and Contractor personnel shall not disclose this information to any person or entity or otherwise make any improper use of this information during or after the performance period of this contract. The Contractor and Contractor personnel shall maintain this information in strict confidence and shall make no changes to the information except as necessary in the performance of the contract. The Contractor and Contractor personnel and their successors are prohibited forever from using this information for their personal or business gain, personally or for another, directly or indirectly, without prior written approval of the Agency. This provision/clause, or a provision/clause with an identical effect, shall be placed in any subcontracts.

H.3.B. Advertising and Releasing of Information The contractor and any of its subcontractors shall not publicize or advertise in relation to this contract without the prior written approval of the Agency. Also, the Contractor and any of its subcontractors shall not release information or report on its performance under the contract without the prior written approval of the Agency.

H.4 Approval of Subcontracts The Agency reserves the right to approve or disapprove any subcontract or subcontractor selected. Therefore, the Contractor shall obtain the CO’s approval of all subcontractors and provide copies of subcontracts for any work required by this contract when requested by the CO.

H.5 Contractor Code of Business Ethics and Conduct (6 JUNE 2012)

(1) Definitions As used in this clause—

(a) “Agent” means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

(b) “Full cooperation”—

(1) Means disclosure to the Agency of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Federal Retirement Thrift Investment Board (or Agency) auditors’ and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR as applicable, or the terms of the contract. It does not require—

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from—

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

(c) “Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment; and similar positions).

(d) “Subcontract” means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

(e) “Subcontractor” means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

(f) “United States,” means the 50 States, the District of Columbia, and outlying areas.

(2) Code of business ethics and conduct

(a) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall—

(1) Have a written code of business ethics and conduct; and

(2) Make a copy of the code available to each employee engaged in performance of the contract.

(b) The Contractor shall—

(1) Exercise due diligence to prevent and detect criminal conduct; and

(2) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(c) The Contractor shall timely disclose, in writing, to the FRTIB Chief Risk Officer, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract there under, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed—

(1) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(2) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(d) The Agency, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor’s disclosure as confidential where the information has been marked “confidential” or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Agency to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Agency may transfer documents provided by the Contractor to any department or Agency within the Executive Branch if the information relates to matters within the organization’s jurisdiction.

(e) If the violation relates to an order against a Government-wide acquisition contract, a multi-Agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the FRTIB Chief Risk Officer.

(3) Business ethics awareness and compliance program and internal control system

(a) This paragraph - does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(b) An ongoing business ethics awareness and compliance program

(1) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor’s standards and procedures and other aspects of the Contractor’s business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual’s respective roles and responsibilities.

(2) The training conducted under this program shall be provided to the Contractor’s principals and employees, and as appropriate, the Contractor’s agents and subcontractors.

(c) An internal control system

(1) The Contractor’s internal control system shall—

(i) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Agency contracts; and

(ii) Ensure corrective measures are promptly instituted and carried out.

(2) At a minimum, the Contractor’s internal control system shall provide for the following:

(i) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(ii) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor’s code of business ethics and conduct.

(iii) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor’s code of business ethics and conduct and the special requirements of Agency contracting, including—

(a) Monitoring and auditing to detect criminal conduct;

(b) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(c) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(3) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(4) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(5) Timely disclosure, in writing, to the FRTIB Chief Risk Officer, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Agency contract performed by the Contractor or a subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31U.S.C. 3729-3733).

(i) If a violation relates to more than one Agency contract, the Contractor may make the disclosure to the FRTIB Chief Risk Officer and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(ii) If the violation relates to an order against a Government-wide acquisition contract, a multi-Agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the FRTIB Chief Risk Officer and the respective agencies’ Contracting Officers.

(iii) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(iv) The Agency will safeguard such disclosures in accordance with paragraph (2)(d) of this clause.

(v) Full cooperation with any agencies responsible for audits, investigations, or corrective actions.

(4) Subcontracts

(a) The Contractor shall include the substance of this clause, including this paragraph in subcontracts that have a value in excess of $1,000,000 and a performance period of more than 120 days.

(b) All disclosures, including those by subcontractors, of violation of the civil False Claims Act or of Federal criminal law shall be directed to the FRTIB Chief Risk Officer, with a copy to the Contracting Officer.

H.6 Personnel. The Contractor shall provide skilled personnel required for the effective and efficient performance of this contract.

H.6.A Point Of Contact. The Contractor shall designate a point of contact that is available during normal business hours and a point of contact that will be on-call during non-business hours in case of emergencies.

H.6.B Key Personnel. The Contractor must include in its proposal, by name and capacity, the key personnel to be assigned to perform and carry out all phases of work under this contract. The Contractor’s key personnel include the following:

Name

Capacity

The individuals named above are considered key personnel and are essential for the successful completion of all work assigned under this contract. In the event any individual on the list of key personnel is to be removed or diverted from this contract, the Contractor must (1) notify the CO; (2) supply written justification as to why the individual(s) is being removed or diverted; and, (3) provide the resume of the proposed substitute or replacement including the education, work experience, etc., of each new person for Agency approval. All notifications and other information must be submitted to the Contracting Officer at least 14 calendar days in advance of the action.

The Contractor must not, under any circumstances, remove or divert key personnel unless prior written authorization has been granted by the CO. The person replacing the key person must have the same or higher qualifications and experience as the person replaced.

H.7 Access to Sensitive Information

(a) As used in this clause, “sensitive information” refers to FRTIB or TSP data and information that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.

(b) To perform work under the contract, the Contractor shall:

(1) Use any sensitive information coming into its possession only for the purposes of performing the services specified in this contract, and not to improve its own competitive position in any procurement.

(2) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

(3) Allow access to sensitive information only to those employees that need it to perform services under this contract.

(4) Preclude access and disclosure of sensitive information to persons and entities outside of the Contractor’s organization.

(5) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure.

(6) Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract.

(7) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

(c) The Contractor will comply with all procedures and obligations specified in its Organizational Conflicts of Interest Avoidance Plan, which this contract incorporates as a compliance document by reference.

(d) The nature of the work on this contract may subject the Contractor and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts. Recognizing that this contract establishes a high standard of accountability and trust, the Agency will carefully review the Contractor’s performance in relation to the mandates and restrictions found in these laws and regulations. Unauthorized uses or disclosures of sensitive information may result in termination of this contract for default, or in debarment of the Contractor for serious misconduct affecting present responsibility as a government contractor.

H.8

FINANCIAL REPORTING

Contractor shall provide the Agency copies of audited financial statements for the most recently completed fiscal year and the previous two fiscal years with the proposal. In addition, the Contractor shall provide a written explanation of any off-balance sheet arrangements and related party transactions, if applicable, that are not reflected in the financial statements and or cash flow forecasts.

The Contractor shall provide the Agency with copies of the audited financial statements for the most recently completed fiscal year within one week of their release. Contractor shall provide the Agency copies of quarterly financial statements for the most recently completed fiscal quarter no later than the end of the then current quarter. Other reporting requirements, including financial statements or reports, may be required as specified in the Statement of Work.

SECTION I - CONTRACT CLAUSES

I.1 The Federal Retirement Thrift Investment Board is a federal independent agency operating with non-appropriated funds. Some statutory language contained in the Federal Acquisition Regulation (FAR) applies to this procurement, and is incorporated below and throughout the contract.

I.2 The following clauses/provisions are provided in full text:

I.2.A FAR 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 six months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 calendar days prior to contract expiration.

1.2.B

FAR 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 60 calendar days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 calendar 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 60 months (exclusive of six-month FAR 52.217-8 performance period, if required).

I.2.C CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (DEC 2014) [FAR TITLE MODIFIED AND FAR CLAUSE CONTENTS MODIFIED TO REMOVE ALL FAR CLAUSES NOT CHECKED AS APPROPRIATE] - FAR 52.212-5

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014).

(2) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_X_ (1) 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).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

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

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (28) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

_X_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (39) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

_X_(40) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

_X_ (43) 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).

_X_ (52) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_X_ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. 351, et seq.).

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

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

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

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

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

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

(v) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

(vi) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(vii) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212)

(viii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(xiii) 52.222-54, Employment Eligibility Verification (Aug 2013).

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

I.3 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Procuring Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

https://acquisition.gov/far/index.html https://acquisition.gov/gsam/gsam.html

Clauses Incorporated By Reference

Clause

SECTION J – LIST OF ATTACHMENTS, EXHIBITS, AND OTHER DOCUMENTS

Attachment 1: Statement of Work – TSP C Fund Attachment 2: Non-Disclosure Agreement (Contractor Rep)

Attachment 3: Cost/Price Schedule

Attachment 4: Allocation of Fiduciary Duty Form

Attachment 5: C Fund Cash Flow

Attachment 6: Questionnaire Attachment 7: Reports Deliverables Attachment 8: Media Protection (MP) Policy SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENT OF OFFERORS OR RESPONDENTS

K.1 Electronic Representations and Certifications

By submission of this proposal the Offeror acknowledges that it has on file, completed electronic annual representations and certifications contained at the System for Award Management (SAM) website (SAM website accessed through http://www.acquisition.gov).

K.2 Electronic Representations and Certifications Updates

The Offeror acknowledges that any updates to these Representations and Certifications in the last 12 months (from date of proposal submission), are current, accurate, complete, and may be applicable to this solicitation.

K.3 Award Consideration

An Offeror will not be considered for award if the Offeror is found to either, not have completed electronic annual representations and certifications maintained at the System for Award Management (SAM) website, or do not have updated Representations and Certifications at the SAM website.

SECTION L – INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR RESPONDENTS

FAR 52.212-1 ADDENDUM, INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS

SECTION L - INSTRUCTIONS TO OFFERORS

L.1. To assure timely and equitable evaluation of proposals, offerors must follow the instructions contained herein. Proposals must be complete, self-sufficient, and respond directly to the requirements of this solicitation. Offerors shall assume that the Federal Retirement Thrift Investment Board (FRTIB), hereafter referred to as the Agency, has no prior knowledge of their experience, and will base its evaluation on the information presented in the offeror’s proposal. A proposal that is orderly and sufficiently documented will enable the Agency to easily understand and perform a thorough and fair evaluation. The Agency may incorporate into this contract, by reference or full text, portions of the successful offeror’s proposal submitted in response to this solicitation as revised and supplemented through the final proposal revision.

L.1.A. The exclusive responsibility for Source Selection will reside with the Agency. Proprietary information submitted in response to this solicitation shall be clearly marked as such and will be protected from unauthorized disclosure as required by 41 U.S.C. § 2102 (hereinafter referred to as “the Act”) as implemented in the FAR. Any unmarked proprietary information will be considered releasable under the restrictions of the Freedom of Information Act.

L.2. All or None. Offers in response to this solicitation must be submitted for all the requirements identified in the solicitation. Any offer submitted for less than all the requirements called for by this solicitation may be rejected.

L.3. Formal Communications. Any formal communication such as requests for clarification, discussions, and information concerning this solicitation shall be submitted in writing (e-mail preferred) to the Contracting Officer (CO) at the address below:

FRTIB Contracting Office

ATTN: Mr. Kareem R. Mansour

Reference: Solicitation No. TIB-2015-RFP-0002

Phone: 202-864-8609

E-mail: kareem.mansour@tsp.gov

Alternate Contracting Officer FRTIB Contracting Office

ATTN: Timothy Costas Reference: Solicitation No. TIB-2015-RFP-0002

Phone: 202-942-1621

E-mail: timothy.costas@tsp.gov L.3.A. Questions regarding this solicitation are due by 20 February 2015, 3:00PM (ET). After that time no further questions will be answered. All responses to questions will be posted on FedBizOpps (www.fbo.gov). Proposals are due by 16 March 2015, 5:00PM (ET).

L.4. The original and copies (specified below) shall be sent or hand delivered to the issuing office listed in Block 9 of the Standard Form (SF) 1449 on/before the date/time specified on the front page. Ensure that SF1449 (Section A) blocks 30 a, b, and c are completed. Mark the front of the envelope/box with the following: “Proposal No TIB-2015-RFP-0002, ATTN: Mr. Kareem R. Mansour, FRTIB Contracting Office, DO NOT OPEN IN MAIL ROOM.” If proposals are hand delivered, offerors shall contact the CO at 202-942-1686 to schedule delivery. Offerors are cautioned to strictly comply with all instructions within this solicitation to ensure submission of a complete proposal. Failure to furnish a complete proposal at the time of proposal submission may result in an unacceptable proposal that the Agency eliminates from consideration for award. The Agency will not accept any changes to offerors proposals after the closing date of this solicitation (see FAR 15.208 for further information regarding late proposals).

L.5 Disposition of Unsuccessful Proposals. In compliance with FAR Subpart 4.8, the Agency will retain one copy of all unsuccessful proposals. Extra copies of unsuccessful proposals will be destroyed. No destruction certificate will be provided.

L.6 Proposal Format. A complete proposal consists of four (4) separate binders: Binder I –All parts of RFP except parts listed below:

Binder II – Technical Questionnaire Binder III – Technical Attachments to Questionnaire

Binder IV – Price/Fee

L.6.A. Page Format. The proposal text shall be printed single-sided versus duplex. Type size for text shall not be smaller than Microsoft Word Times New Roman 10 point font, single column, normal proportional spacing and one inch (1”) margins (top, bottom, left and right). The text for charts, tables, graphs, and figures shall be no smaller than Microsoft Word, Times New Roman or Arial Narrow, 8 point font, and used only when absolutely necessary. Text lines and table lines of text shall be single-spaced. Page color for each page of the proposal submission shall be white or ivory.

L.6.B Electronic Copies. Electronic copies of all proposal information for each volume shall be submitted on a CD-ROM or CD-R using Microsoft Office 2003, Microsoft Office 2007, Microsoft Office 2010, or searchable Portable Document Format (PDF) using Acrobat Adobe 9.0. Offerors shall NOT submit any documents in PDF that are copied as images. Offerors may use JPEG images for charts or screen shots.

Offeror shall name files in an unambiguous manner, using plain language text, which facilitates the evaluator’s ease of accessing the files for evaluation, using standard naming conventions (e.g., offeror name-volume name). Each volume shall be in a single searchable file, with copy/paste capability, and stored in a folder that corresponds to the proposal volume it represents. Offerors shall insert the file name in the header of each document. All disks shall be virus checked prior to submission. It is the offeror’s responsibility to ensure that electronic copies and hard copies are an exact match. If there is a discrepancy between electronic copies and hard copies referenced in L.6.C, the hard copy submission will be used to conduct evaluation.

L.6.C Organization/Copies/Page Limit. Information submitted shall not exceed the word limits stated after each question. Copy as follows:

L.6.D. What Counts as a Page. A page shall be an 8 ½” x 11” sheet of paper. Fold-outs shall be kept to a minimum, and shall be used only where a single 8 ½” x 11” page cannot accommodate a table or other graphic. Fold-outs shall not exceed (11” x 17”), and shall count as one page.

L.7 Exceptions. The Agency reserves the right to award without discussions; therefore, offerors are advised that taking exception to any requirements specified in this solicitation may result in the Agency rejecting their proposal. Clarification of Agency requirements shall be handled by submitting questions/recommendations within the timeframe specified in L.3. If offerors still find it necessary to take exception to any of the requirements specified in this solicitation (Sections A through M, to include the Statement of Work (SOW) and attachments), clearly identify each exception in the overview section of the appropriate volume along with a complete explanation of why the exception was taken and the resulting benefit to the FRTIB. Exception to solicitation requirements may require the Agency to amend the solicitation to reflect a changed requirement. The Agency will consider the absence of a stated exception to mean the offeror takes no exception to the applicable volume and the proposal will be evaluated as submitted.