TIB-2016-RFP-0001_Investment_Consultant.doc

TIB-2016-RFP-0001

Investment Consultant Services

Section B - Supplies or Services and Prices 2B.1 Contract

B.2 Guaranteed Tasking B.3 Schedule

Section B - Supplies or Services and Prices B.1 Contract Contract Type. This is a Multiple Award Indefinite Delivery/Indefinite Quantity type contract (IDIQ). The Multiple Award IDIQ minimum guarantee is $5,000. For all subsequent task orders (TO) after the minimum guarantee, the minimum ordering dollar amount is $5,000 and the maximum is $4,000,000.

Under this type of contract, there are two (2) types of task orders that may be awarded. As a result of the anticipated types of task orders, the clauses applicable to each of the types of orders have been included. The clauses applicable to a particular type of task order apply to that type of task order but it is noted that not all clauses will apply to all types of task orders (i.e., Federal Acquisition Regulation [FAR] Firm Fixed Price Clauses apply to the fixed labor rate contract line item [CLIN], etc.). Task orders issued under this contract may be one of, or a combination of, the following order types:

· Fixed Labor Rates (FLR)

· Cost-Reimbursement (for travel and ODC) The Agency contemplates awarding multiple contracts as a result of this solicitation.

B.2 Guaranteed Tasking (a) All services to be ordered under this contract shall be set forth in each individual TO. All TOs will be issued in accordance with the provisions of Section H, Task Order Issuance, and Section I, Clauses 52.216-18, Ordering; 52.216-19, Order Limitation, and 52.216-22, Indefinite Quantity.

(b) The minimum amount of this contract award is $5,000. This minimum amount only applies to the first year of the contract. The Government is not obligated to place a task order for any minimum amount in option periods.

(c) The anticipated maximum amount for this contract shall not exceed $4,000,000, inclusive of the base contract year and any option periods exercised. The Government is not obligated to issue orders up to the maximum of any contract award under this contract.

B.3 Schedule Base Period (12 Months)

(Cost Reimbursable) Undefined

NTE

Total

Option Period 1 (12 Months)

(Cost Reimbursable) Undefined

Total

Option Period 2 (12 Months)

(Cost Reimbursable) Undefined

Total

Option Period 3 (12 Months)

(Cost Reimbursable) Undefined

Total

Option Period 4 (12 Months)

(Cost Reimbursable) Undefined

Total

Section C - Descriptions and Specifications

2C.1 Description/Specification/Statement of Work

C.1.1 Background C.1.2 Purpose C.1.3 Non-Personal Services C.1.4 Inherently Governmental Functions C.2 Scope C.2.1 Tasks – Requirements C.2.1.1 Investment Policy Evaluation and Design C.2.1.2 Portfolio Governance and Portfolio Manager Evaluation C.2.1.3 Investment Option Review and Evaluation C.2.1.4 Investment Manager Search C.2.1.5 Benchmarking and Participant Behavior C.2.1.6 Operational Issues and Efficiency C.2.1.7 L Fund Asset Allocation and Glide Path Analysis Appendix A:

TPS Acronyms

Section C - Descriptions and Specifications C.1 Description/Specification/Statement of Work C.1.1 Background The Federal Retirement Thrift Investment Board (“FRTIB”, “Agency” or “Government”) is an independent Federal agency in the Executive Branch created by the Federal Employees’ Retirement System Act of 1986 (FERSA) to administer the Thrift Savings Plan (TSP).

The TSP is the largest defined contribution retirement plan in the world. It is a daily valued, participant-directed retirement savings and investment plan similar to the 401(k) plans offered by many private employers. Individual accounts are maintained for more than 4.7 million Federal and Postal employees, members of the uniformed services, retirees, and spousal beneficiaries.

The FRTIB does not receive appropriated funds for its operations. Its operations are funded through participant monies. The FRTIB’s Executive Director and its independent Board of Directors serve as plan fiduciaries.

The TSP has five core investment options. These options are created under FERSA and the details are shown below:

Four of the five core options (all but the G Fund) are passively managed. All have outperformed their benchmarks over the past five years, primarily due to securities lending income. The G Fund invests in non-public US Treasury securities.

The TSP also offers five target date portfolios. The target date portfolios are comprised of various mixes of the five core funds, and their assets are represented in the funds shown above. The target date portfolios do not have administrative expenses of their own, but have imputed administrative expenses from their investments in the underlying core funds. The imputed administrative expenses for the L Funds were 2.9 basis points each for 2014.

The current target date portfolios and their allocations as of July 1st, 2015 are shown below. The allocations change every quarter along a glide path that is reviewed every year. There used to be an L 2010 Fund that merged into the L Income Fund in 2010. The L 2020 Fund will merge into the L Income Fund in 2020.

L Funds Allocation in Core Funds as of July 1, 2015

For further information on the TSP and its investment options please visit www.tsp.gov. For further information on the FRTIB, please visit www.frtib.gov.

C.1.2 Purpose FRTIB is seeking to hire Investment consultant firms under a Multiple Award IDIQ contract. The goal is to obtain investment policy making support that will replace the two (2) existing consultant contracts.

C.1.3 Non-Personal Services

This statement of work (SOW) identifies services that are strictly non-personal in nature, as defined by FAR Part 37. The Contractor shall not provide personal services. The personnel rendering the services shall not be subject to the supervision and control usually prevailing in relationships between the Government and its employees. Rather, every task order shall have an identified Government task manager, but the manager shall not exercise relatively continuous supervision and control over the Contractor’s work.

C.1.4 Inherently Governmental Functions

This SOW has been reviewed and contains no services that are inherently governmental functions, as defined in FAR Subpart 2.1.

C.2 Scope A multiple award contract will provide a vehicle for obtaining services in support of investment policy making. This SOW provides for program management support services (to include requirements analysis, acquisition support, program planning and independent technical management support), specialized studies and analyses and functional validation and verification. The execution of these services will enable the FRTIB to conduct thorough and informed analysis of investment issues as they arise.

The contract will be structured as a multiple award IDIQ contract and will be implemented through a number of TOs. Each TO will fall into one or more of the general categories of work defined below, but the complete detail of the work that will be included in the orders is not described below. Individual TOs will detail the extent to which each element described will be required.

Over the past five years, the total amount of TOs over any one fiscal year have ranged between $75,000 and $280,000. An L Fund Asset allocation study is normally performed every year. Other TOs have depended very heavily on the issues facing the TSP and the FRTIB at the time.

C.2.1 Tasks – Requirements

C.2.1.1 Investment Policy Evaluation and Design

Develop draft policy frameworks and guidelines that accurately reflect FRTIB objectives, address legislation that impacts the investment policy; and address Board requests for analysis and research.

C.2.1.2 Portfolio Governance and Portfolio Manager Evaluation Assist FRTIB in meeting its fiduciary responsibilities with regard to the prudent allocation of the organization’s assets based on the specific unique objectives of the organization and its investment mandate. Assist in the development of the appropriate criteria to consider in selecting investment managers.

C.2.1.3 Investment Option Review and Evaluation Review current investment options for appropriateness and role in fulfilling investment policy goals.

C.2.1.4 Investment Manager Search Assist FRTIB and senior executives to develop objective criteria to evaluate potential managers. Potential investment managers will be invited to submit proposals through a Request for Proposal process. These proposals will be evaluated against the objective criteria established by the Board, with assistance from the Contractor.

C.2.1.5 Benchmarking and Participant Behavior Analyze and research customary and best practices within defined contribution plans with regard to their features, their service providers, their use of technology and their techniques to encourage and enhance adoption and use of their plans by participants. Upon request, provide advice on participant communication and education that can help participants make informed decisions. Work with the FRTIB and senior executives to recommend changes to the Board if needed.

C.2.1.6 Operational Issues and Efficiency

Perform research and analyze alternative methods of meeting the FRTIB’s operational needs to best serve the participants.

C.2.1.7 L Fund Asset Allocation and Glide Path Analysis

Perform analysis of the current glide path and alternatives. Recommend, if appropriate, changes to the Lifecycle Fund glide path(s) and provide a comprehensive quarterly schedule of the revised target asset allocations.

Appendix A:

TPS Acronyms

Section D – Packaging and Marking

INSTRUCTIONS

Specific Packaging and Marking instructions will be contained in individual task orders.

Section E - Inspection and Acceptance

The Contracting Officer Representative (COR) will have the right to reject or require correction of any deficiencies found in deliverables. In the event of rejection of any deliverable, the Contractor will be notified in writing by the COR of the specific reasons the deliverable was rejected. If no comments from the COR are provided within ten (10) business days of receipt, the deliverable will be deemed to have been accepted by the Agency. Documents not approved by the FRTIB must be resubmitted with changes within 10 business days and the FRTIB will have another 10 business-day review period. If after the third submission the deliverable is unacceptable to FRTIB, the Program Manager, COR, and Contracting Officer (CO) will meet to discuss corrective actions.

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

F.1 Period of Performance

PERIOD OF PERFORMANCE:

The period of performance for this contract is a 12 month base period from the effective award date with four (4) twelve (12) Month Option Periods.

This IDIQ expires 60 months from award or at the end of the agreement period, whichever is earlier. Periods are identified as follows:

· Base Period – Twelve (12) months from award

· Option Period 1 – Twelve (12) months from the end of Base Period

· Option Period 2 – Twelve (12) months from the end of Option Period 1

· Option Period 3 – Twelve (12) months from the end of Option Period 2

· Option Period 4 – Twelve (12) months from the end of Option Period 3

Deliverables Deliverables will be defined for each TO.

Section G - Contract Administration Data

2G.1 Contracting Officer and Contracting Officer's Representative (COR)

G.1.1 Contracting Officer (CO) G.1.2 Contracting Officer’s Representative (COR) G.2 Interpretation or Modification G.3 Accounting and Financial Data G.4 Invoicing and Payments G.5 Funding Data G.6 Task Orders G.7 Advance TO Notification G.8 Travel G.9 Other Direct Costs (ODC) G.10 Standard Requirements

Section G - Contract Administration Data

G.1 Contracting Officer and Contracting Officer's Representative (COR)

G.1.1 Contracting Officer (CO)

Responsibility for contracting activities rests solely with the FRTIB CO. The CO is responsible for directing any changes in the terms, conditions, or amounts cited in the award. No conversation, recommendations, or direction, whether given directly by, or implied by FRTIB personnel, that will affect the scope, schedule, or price of this award, shall be acted upon by the Contractor unless specifically approved by the FRTIB’s CO. In the event that the Contractor implements changes to this order at the direction of any person other than the CO, the Contractor will not receive reimbursement for work performed pursuant to those unauthorized changes. Contractual interpretation and assistance may be obtained by contacting the CO.

Procurement Point of Contact

Contracting Officer

Name: Ms. Pamela Jones

Phone No.: (202) 942-1686 E-Mail: pamela.jones@tsp.gov G.1.2 Contracting Officer’s Representative (COR)

The CO shall designate a COR, who is responsible for administering the performance of work under this contract by:

1. Monitoring the Contractor's progress;

2. Assessing performance;

3. Recommending to the CO changes in requirements;

4. Evaluating the scope of the Contractor’s work;

5. Performing inspections and acceptances of required data items;

6. Assisting the Contractor in the resolution of technical problems encountered during performance;

7. Assisting in setting up any meetings with FRTIB technical staff.

COR

Name: Ravindra Deo

Phone Number: (202) 866-8667

E-Mail: ravindra.deo@tsp.gov G.2 Interpretation or Modification No verbal statement by any person, and no written statement by anyone other than the CO, or his/her authorized representative acting within the scope of his/her authority, shall be interpreted as modifying or otherwise affecting the terms of this contract. All requests for interpretation or modification shall be made in writing to the CO or Contract Specialist.

G.3 Accounting and Financial Data

The accounting and appropriation data corresponding to this contract will be set forth at task order award, and in any subsequent task order modification(s).

G.4 Invoicing and Payments

Invoicing and payment for services rendered through this contract shall be made electronically in accordance with FAR 52.232-33. The Contractor shall submit a final invoice within ninety (90) calendar days after the expiration of this contract, unless the Contractor requests and is granted an extension by the Contracting Officer, in writing.

For billing purposes, the invoice shall contain the following:

1) Contract Number

2) CLIN Purchase Request Number

3) A unique identifying Contractor invoice number,

4) Contractor Bank Account Number,

5) Contractor Bank Routing Number,

6) Contractor EIN and

7) Contractor DUNS number

8) Type of work performed and quantity

9) Task Order #

Invoices submitted for payment shall be submitted electronically to: invoice@tsp.gov G.5 Funding Data TOs shall be individually funded. An overall IDIQ funding summary shall be maintained in the below table Funding Data (to be completed at time of award by FRTIB) Purchase Request

Funding

PR#

Total Funding

Total Funding

G.6 Task Orders All work under this multiple award IDIQ contract will be placed issuing TOs. Each TO will be competed among the IDIQ contract holders.

Task Order Procedures

Since the Agency may award multiple contracts, the following procedures and selection criteria will be used to provide Contractors a fair opportunity to be considered for each TO (FAR 16.505(b), Ordering). When the Agency has a requirement for investment consulting services, The CO will forward a Request for Quote (RFQ) to all of the investment consultants IDIQ contract holders The following task order procedures shall apply:

(A) The TO Request shall consist of:

(1)

TO RFQ.

(a) description of the work to be performed, or the services required,

(b) project schedule and completion details (c) deliverables,

(d) any other information which may be of assistance to the offeror in preparing the quote, such as reports.

(e) the date, or date and hour, by which the quote must be received.

(B) Submission of Quotes:

(1) Upon receipt of the TO RFQ, the Contractor shall provide acknowledgment of receipt to the CO within one (1) calendar day after receipt of the TO RFQ. The Contractor shall prepare and submit a quote within five (5) calendar days after receipt of the CO's request.

(a) Quote: The quote shall conform to the requirements of the RFQ, and shall include the following when applicable:

(i) estimated hours (ii) proposed schedule of performance, (iii) travel including per diem, and transportation costs, as well as ODCs (iv) total cost

(v) proposed schedule

(vi) technical approach (C) Selection and Award of TOs:

(1) Basis of Award for TOs:

Responses will be evaluated and award will be based on Technical capability and schedule, that is more important than cost. Detailed TO evaluation process will be included in the individual TO Request for quote (TORFQ).

(2) The Contractor is not authorized to begin performance prior to issuance of the TO unless otherwise authorized by the CO.

(D) In the event issues pertaining to the proposed TO cannot be resolved to the satisfaction of the CO, the CO reserves the right to withdraw the proposed order. In such event, the Contractor shall be notified, in writing, of the CO’s decision.

G.7 Advance TO Notification The Agency may provide advance notice of TO’s via a “Heads Up Memo” that includes a draft TO sent to each Contractor.

G.8 Travel a.

Unless specified differently in an individual TO, performance shall be conducted at the offerors’ work site.

b.

If an individual TO does require travel the Contractor shall obtain approval from the COR prior to traveling. Costs incurred for transportation and per diem expenses (lodging, meals and incidental expenses) will be in accordance with the regulatory implementation of Public Law 99-234, FAR 31.205-46 Travel Costs, and the Contractor’s cost accounting system.

c.

The Contractor is responsible for making all necessary travel arrangements.

G.9 Other Direct Costs (ODC) Any ODCs incurred relating to a TO requirement will be reviewed and considered for payment. Travel reimbursement will be made in accordance with (IAW) FAR 31.205-46 Travel Costs.

G.10 Standard Requirements

FRTIB personnel normal business hours are Monday through Friday, 8:00AM-5:00PM.

Legal Holidays - The following Federal holidays are observed by the FRTIB:

In events such as a Government shutdown due to severe weather or security issues, the Contractor is expected to complete and send deliverables on time. If the Contractor believes there is a Government caused (potential or actual) delay in completing the tasks and deliverables stated herein, the CO and COR are to be notified immediately in writing (via email). All delays that the contractor believes are caused by the Government shall be sufficiently documented so as to provide adequate proof of the cause of delay (i.e. include names, dates, subjects).

Section H - Special Contract Requirements

2H.1 Information and Information System Security/Privacy Requirements for IT Contracts

H.1.A General H.1.B Access to Agency Information and Information Systems H.1.C Information Custodial Requirements H.1.D Security Incident Investigation H.1.E Contractor Requirements, Confidentiality and Non-Disclosure H.1.F Proprietary Information Requirement H.1.G Security: Information System Security H.1.H Personnel Security H.2 Non-Disclosure Requirements H.3 Contractor Responsibilities/Standards of Conduct H.4 Confidential Information H.5 Conflicts of Interest H.5.A General H.5.B Purpose H.5.C Definition H.5.D Restrictions H.6 Advertising and Releasing of Information H.7 Approval of Subcontracts H.8 Contractor Code of Business Ethics and Conduct (6 JUNE 2012) H.9 Personnel H.10 Key Personnel H.10.A Program Manager H.10.B Point Of Contact H.11 Financial Reporting H.12 Task Order Period of Performance H.13 Organizational Conflict of Interest H.14 Organizational Conflicts Of Interest Mitigation Plan - Future Agency Contracts H.15 General Security Requirements

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 –Special Works, FAR 52.227-17 (DEC 2007).

(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 content 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 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 notify the Contracting Officer, COR and designated Agency security administration function(s) of the transfer of any individual permanently assigned to work on this Contract between major Services functions not more than 2 business days after the effective date of the transfer.

(c) Contractor shall ensure that all individuals assigned to perform Services on this Contract periodically accept and sign Non-Disclosure Agreements, Rules of Behavior, and applicable Ethics Agreements.

(d) For Agency review, Contractor shall maintain a system of sanctions against individuals who perform Services under this Contract for failure to comply with any Contractor or Agency security requirements.

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.1). 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

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.4 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.5 Conflicts of Interest

H.5.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 organizational conflicts of interest.

H.5.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 Offeror or representative of an Offeror, in a procurement in which it has provided assistance in the preparation of the Agency’s requirements and specifications; a Contractor providing advice and/or assistance to the Agency for a procurement in which the Contractor or an entity that the Contractor represents is an actual or potential Offeror; and a Contractor’s participation, as Offeror or representative of an Offeror, in a procurement where the Contractor has obtained confidential or proprietary information relating to competing Offerors as a result of the Contractor’s work on prior contracts.

H.5.C Definition For purposes of this clause, the term “Contractor” means: The Contractor; any of the Contractor’s parent companies, 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.

H.5.D Restrictions The Contractor agrees:

(a) They shall 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.

(b) Prior to beginning work, to execute Confidentiality Agreements, Statements of Non-Disclosure or other documents which the CO believes are needed to protect the proprietary nature or confidentiality of information provided by the Agency or otherwise received by the Contractor in connection with work under this Contract.

(c) Not to accept any compensation or any other form of payment from any source other than the Agency for services rendered under this Contract.

(d) To immediately notify the CO of any offer of compensation, other form of payment, or thing of value made by any source other than the Agency to the Contractor related to services rendered under this Contract.

(e) Prior to performing work, immediately notify the CO of any potential conflict of interest which would prevent or limit the Contractor’s ability to perform the work requested.

(f) To immediately notify the CO of any conflict of interest discovered during performance of work; provided that the CO will 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 CO determines that such restrictions would not adequately address the conflict of interest at issue, to terminate this contract at no cost to the Agency.

(g) In the event, that the Contractor withholds information regarding the existence of a conflict of interest from the Agency; the CO may terminate this contract at no cost to the Agency.

(h) To include this Conflict of Interest clause, including this subparagraph, in all subcontracts at all tiers (appropriately modified to preserve the Agency’s rights hereunder) which involve the performance of work by subcontractors (if any) in support of this contract.

(i) In addition to the remedies stated above, that the Agency may terminate this contract for cause in the event of the Contractor’s breach of any of the above restrictions.

(End of Clause) H.6 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, neither the Contractor nor 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.7 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.8 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.9 Personnel The Contractor shall provide skilled personnel required for the effective and efficient performance of this contract.

H.10 Key Personnel The Offeror must include in its proposal, as specified in Section L, the consultant to be assigned to perform and carry out all tasks (C.2.1) of work under this contract. The Offeror’s key personnel include the following:

Consultant Name

Title

In addition to the Program Manager , the offeror may propose additional key personnel. The names and titles of these individuals shall be reflected above.

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.10.A Program Manager The Program Manager is considered Key Personnel on this…