Final_RFP.docx

TIB-2018-RFP-0004

Outside Legal Counsel Services

Federal Retirement Thrift Investment Board (FRTIB)

Request for Proposal (RFP)

Outside Counsel Services

TIB-2018-RFP-0004

Section A: Solicitation/Contract Form

A1. Introduction

The Federal Retirement Thrift Investment Board (FRTIB or Agency) solicits your proposal to provide professional legal services for the Office of General Counsel (OGC) on a multiple-award indefinite-delivery indefinite-quantity basis from law firms with expertise in advising clients on diverse and complex matters including large scale procurements, securities litigation, insurance, privacy, and cybersecurity protection, and issues relating to defined contribution plans, such as the Employee Retirement Income Security Act of 1974 (ERISA).

A2. Background

The FRTIB is an independent Federal government agency in the Executive Branch created by the Federal Employees’ Retirement System Act of 1986 (FERSA). The Thrift Savings Plan (TSP) is a retirement savings and investment plan for Federal civilian employees and members of the uniformed services that offers its participants the same type of savings and tax benefits that many private corporations offer their employees under I.R.C.§401(k) plans. As of September 2017, the TSP has approximately 5 million participants and approximately $500 billion in assets under management. The TSP is the largest participant-directed defined contribution plan in the world. The mission of the FRTIB is to administer the TSP solely in the interest of the participants and beneficiaries. In fulfilling this mission, the FRTIB strives to offer high quality services and benefits, while maintaining low administrative costs. The Federal Acquisition Regulation (FAR) informs the Agency’s procurement activities.

The FRTIB Office of General Counsel (OGC) occasionally requires outside legal counsel services for specific legal issues that OGC is unable to resolve or advise upon because of the specialized nature of the issue. Accordingly, the FRTIB is seeking to establish multiple-award, IDIQ contracts with a maximum of three (3) law firms to obtain outside counsel services when required.

Task orders issued under this contract may be one or a combination, of the following order types:

· Fixed Price

· Time and Materials

Notes:

1. Release of this RFP does not guarantee issuance of an award.

2. All task orders issued under this contract are subject to the terms and conditions of this basic contract.

3. The agency is not obligated to issue orders beyond the first task order, which provides the guaranteed minimum for contract consideration.

A3. Scope

The scope of the resulting contract(s) shall encompass providing advice, written memoranda, and providing support to negotiations for FRTIB’s Office of General Counsel on complex legal matters. In general, these legal matters will be related to analysis of actions taken or considered for action by the Agency’s Executive Director and other Agency personnel. These legal matters generally fall into one of the following areas:

· Fiduciary responsibilities of Board Members, the Executive Director, and other Agency officials;

· Other legal areas relevant to federal agency operations and defined contribution retirement plans, including analysis of Agency actions to determine whether such actions might cause a prohibited transaction under ERISA;

· Securities litigation;

· Contract structure including risk allocation and dispute resolution relating to areas such as resolution of claims arising from contractor error or negotiating liability caps;

· Privacy, Data protection, and Cybersecurity issues, including cybersecurity preparedness, data breach response, investigations, litigation;

· Issues related to insurance coverage in the federal and/or financial services sector; and

· Custodial issues relevant to the management of large investment vehicles.

Section B: Schedule

Period 1 Contract Line Item Numbers (CLINs)

Hours Labor Rate

NTE

Price

Period 1 Subtotal

1,500

Period 2 Contract Line Item Numbers (CLINs)

Hours Labor Rate

NTE

Period 2 Subtotal

1,500

Period 3 Contract Line Item Numbers (CLINs)

Hours Labor Rate

NTE

Period 3 Subtotal

1,500

Period 4 Contract Line Item Numbers (CLINs)

Hours Labor Rate

NTE

Period 4 Subtotal

1,500

Period 5 Contract Line Item Numbers (CLINs)

Hours Labor Rate

NTE

Period 5 Subtotal

1,500

B1. Ordering

The Agency may order legal services that are related to legal matters, areas, or issues identified in this Statement of Work. The Agency will compete task order requests for proposal (RFPs), as needed, amongst multiple-award IDIQ contract holders under this requirement. Task order RFPs will include specific task order requirements as well as response instructions and evaluation criteria.

Multiple award IDIQ contract holders shall have the opportunity to provide a technical proposal as well as pricing for required services on a time and materials or firm fixed price basis, as required by individual task order requests for proposal. The Contractor’s hourly rate shall be at or below negotiated IDIQ contract pricing for the relevant IDIQ contract year. The hourly rate shall include all costs necessary to complete the work for which the price is established including indirect costs, fees, taxes and profit. Travel shall be proposed separately on a not-to-exceed basis for each task order requirement and must be billed in accordance with the Federal Travel Regulation (FTR), including itemization and receipts as appropriate. Contractor personnel may not bill for time spent travelling. After the successful offeror(s) is selected in reference to each task order RFP, a task order will be issued and task order efforts will commence.

B2. Minimum & Maximum Requirements

The Agency estimates the figures in the table below as the volume of purchases. The Agency is obligated only to the minimum value of the IDIQ contract and to the extent of additional authorized purchases actually made via task orders under the IDIQ.

IDIQ Contract Year One

IDIQ Contract Year Two

IDIQ Contract Year Three

IDIQ Contract Year Four

IDIQ Contract Year Five

Section C. Description/Requirements and Deliverables

NOTE: This RFP was not formed as nor is it to be administered or performed as a personal services contract. At no time will Contractor personnel will be supervised by FRTIB managers or other FRTIB personnel. The FRTIB will provide, as needed by the Contractor and its employees, limited assistance in the form of technical and policy guidance through the assigned COR.

The contractor shall be responsible for providing legal services as specified in each task order (TO) issued against this master IDIQ contract. The contractor shall be responsible for providing all labor and materials to perform each task order. Task orders shall be proposed and issued on a time and materials or firm fixed price basis, as required by individual task order requests for quotation.

The quality of all services rendered under this contract shall conform to the highest standards in the legal profession. All services shall be rendered by or supervised directly by individuals fully qualified and licensed in the practice of law. Legal staff shall not be required to represent the Agency, appear in court on the Agency’s behalf, or provide other legal services outside of research, advice, and counsel.

Unless otherwise stated, all provisions that follow throughout the remaining sections of this master IDIQ contract may be revised within the overall scope of the contract, as necessary based on the needs and regulations of the Agency, in Agency TO Request for Proposals (RFP).

C1. General Task Order Requirements

The contractor may be required to perform any or all of the following activities upon receipt of a task order award-

· Sign a Non-Disclosure Agreement;

· Task Order kick off meeting via teleconference or in-person as requested by OGC;

· Review applicable documents (e.g., Agency contracts);

· Perform legal research and analysis regarding the legal issues identified by OGC;

· Render professional opinions regarding the legal issues identified by OGC, stating the factual and legal basis for all opinions.

· Prepare and submit to OGC written memoranda or other written documents reflecting the contractor's research, analysis and opinions regarding the legal issues identified by OGC; and.

· Attend and participate at teleconference and in-person meetings as requested by OGC.

C2. Initial Task Order - Contract Kick-Off

Contractors selected for a multiple-award IDIQ contract will each complete an initial task order. This Task Order 0001 will fulfill the IDIQ contract minimum requirements.

Task Order 0001 will allow for the initial ramp-up period and may include site visits, teleconferences and meetings to familiarize the Contractor with the Agency, its operational and legal history, and its legal posture. Task 0001 will also allow for time to gather and manage the documents that the Contractor will require familiarity with to perform the services required under this Contract. The Contractor may also be asked to review Agency practices, policies, procedures, contracts, and agreements. The Contractor shall complete Task 0001 by or before two (2) weeks after receipt of task order award.

C3. Key Personnel

The contractor shall provide qualified personnel to perform the tasks identified in this Statement of Work. Key personnel shall be proposed and assigned at the task order level. This section of the Statement of Work identifies minimum key personnel qualifications.

All Attorneys must have graduated from an American Bar Association accredited law school and must be admitted to the practice of law in at least one (1) state. Attorneys with experience in the fields of law listed in Section C1 are strongly preferred. Attorneys must have demonstrated past experience in working as part of a team with non-lawyer federal agency personnel. Partners and associates shall be members of the law firm, not outside consultants.

C3.1 Partners

The law firm shall provide at least one partner-level attorney with at least seven years of experience assisting large financial services entities, or related clients, in each of the relevant areas of law mentioned in Section A3.

The law firm shall provide no more than one partner-level attorney for each specialty or the areas of law.

C3.2 Associates

The firm shall provide up to two (2) lawyers below the partner level (Associates, Counsel, Of Counsel, etc.) with at least two (2) years of experience assisting federal agencies with the areas listed in Section A3. Preference will be given to attorneys who can display experience in at least two (2) of the areas, and strong preference will be given to attorneys who can display additional experience in more than five (5) areas.

C3.3 Paralegal/Legal Assistant

The firm shall provide up to one (1) paralegal or legal assistant with both a bachelor’s degree and an accredited paralegal certificate, as well as a minimum of one (1) year of experience.

C4. Substitutions and Personnel Changes

Exceptions to named Key Personnel are those persons named in the technical proposal who are unable to perform their duties due to death, illness, resignation from the Contractor's employ, the Contracting Officer’s request for removal, or similar reasons. The Contractor shall promptly submit to the Contracting Officer, in writing, the name, qualifications, and experience of a proposed replacement with equal or superior qualifications and experience to the originally submitted Key Person, no later than 10 days after the loss of the employee. All substitutions or replacements shall be at no additional cost to the Government. No substitution or replacement shall be allowed without prior written approval of the Contracting Officer. In addition, the Contracting Officer shall have the right to require the Contractor to remove and replace any personnel for cause for reasons including, but not limited to, carelessness, or incompetence in executing their duties and responsibilities under the contract. Any approved substitutions shall be made at no increase in contract price or change in contract hours or schedules.

C4.1 Qualifications and Acceptance

The Contracting Officer may accept or reject personnel proposed by the Contractor for any task order, in accordance with the above-detailed minimum qualifications. The Contractor shall make a timely and prompt re-submittal of personnel to provide other personnel required to replace any that are rejected by the Contracting Officer, both at initial submittal or any subsequent rejection or substitution of personnel.

C4.2 Removal

The Contracting Officer will have the right to effect removal of any Contractor employee at any time during the duration of the contract if that employee is deemed, in the Contracting Officer’s judgment and in consultation with the Agency’s Office of General Counsel, to not be at a minimum level of competence or ability required to successfully complete the work specified in contract, or if the employee is found to be unsuitable for the work for any other reason. In such case, the Contractor shall promptly submit the name and qualifications of a replacement.

C4.3 Failure to Provide Qualified Personnel

Repeated failure to provide or excessive delay by the Contractor in providing qualified personnel that meet project requirements and are acceptable to the Government may be sufficient reason for the Contracting Officer to terminate the work for default.

Section D: Packaging and Marking (Not applicable to this procurement) Section E: Inspection and Acceptance After receipt of deliverables for all task orders, The FRTIB shall have the right to request corrections of factual errors, clarification of language, request editorial changes and request the Auditor’s to reconsider the severity of a deficiency based on additional information/clarification. FRTIB will notify the Contractor in writing within 10 working days from receipt of a deliverable if it is not accepted. Absent written notification, deliverables will be construed as accepted after 10 working days. Any notice from FRTIB shall specify in reasonable detail the reasons such deliverable has been deemed unacceptable. Upon receipt of FRTIB’s notice, the Contractor shall have 10 working days to correct such deliverables. The deliverable shall be deemed accepted by FRTIB after all of FRTIB’s comments have been incorporated and the deliverables re-submitted.

The Contractor shall submit the draft report to the COR and comments will be provided within thirty (30) days of receipt. Upon receipt of the COR’s comments, the Contractor shall submit the draft evaluation report to FRTIB management for written comments.

Section F: Deliverables/Period of Performance F1. Task Order Deliverables / Period of Performance

Specific deliverables with associated due dates, and the required period of performance will be identified in each task order request for proposal.

Task order deliverables may include memoranda documenting research, analyses, and opinions, and other related documents. Additionally, the meeting deliverables and associated due dates below shall be standard to all task orders.

All deliverables must be submitted in a format identified in the task order request for proposal or otherwise approved in advance by the Contracting Officer’s Representative (COR), to the COR and the CO. At a minimum, the deliverable must be in an industry standard format, unless otherwise stipulated by the COR.

F2. IDIQ Period of Performance

The anticipated multiple award IDIQ contract Period of Performance shall consist of five (5) years. Individual task orders may have varying periods of performance within the limitations of this statement of work.

F3. Place of Performance

The contractor will work from its own offices except for any trips required by this contract to the Agency’s offices in Washington, DC. The contractor must fund and provide its own furniture, all equipment (including computers, modems, printers, faxes and copiers) and supplies, telephones telephone service, janitorial services, and physical security in their performance of this project.

F4. Travel F4.1 Travel

All travel costs associated with the performance of this requirement will be reimbursed in accordance with the Federal Travel Regulation (FTR), up to the not-to-exceed maximum identified in each awarded task order. Costs incurred for transportation and per diem (lodging, meals and incidental expenses) will be billed in accordance with the regulatory implementation of Public Law 99-234, FAR 31.205-46 Travel Costs, and the Contractor’s cost accounting system. These costs are directly reimbursable by the ordering agency if specifically authorized in the task order.

The Contractor shall include estimated travel as a not-to-exceed line item in task order proposals. The FRTIB will evaluate travel as part of the task order request for proposal evaluation process. It is the contractor’s responsibility to ensure that total task order travel amounts proposed do not exceed the annual IDIQ travel not-to-exceed amount.

Contractors shall be reimbursed only for CO-authorized and approved incurred travel costs at or below the “not to exceed” amount specified on the contract. Travel cost invoices must be submitted with itemized costs and supporting documentation, as applicable per the FTR. Time spent travelling is not billable, per the Federal Travel Regulation. Travel costs billed to the agency must be itemized with receipts.

Section G: Contract Administration Data

G1. Invoicing Invoicing and payment for services rendered through this order shall be submitted monthly by the seventh calendar day of the following month to invoice@tsp.gov, with a copy to the Contracting Officer and the Contracting Officer’s Representative. Invoices shall be submitted in accordance with FAR 13.303-3(6).

For billing purposes, the invoice shall contain the following at a minimum:

1) Contract Number,

2) A unique identifying Contractor invoice number,

3) Contractor Bank Account Number,

4) Contractor Bank Routing Number,

5) Contractor EIN and

6) Contractor DUNS number

G2. Contracting Officer

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 contract. No conversation, recommendations, or direction, whether given directly by, or implied by FRTIB personnel, that will affect the scope, schedule, or price of this contract, shall be acted upon by the Contractor unless specifically approved by the FRTIB’s CO. In the event that 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. Contractual interpretation and assistance may be obtained by contacting the CO.

G2.1. Contracting Officer Contact Information

Name: Monique Mitchell Phone Number: 202.864.8608 Email Address: Monique.Mitchell@tsp.gov

G2.2. Contract Specialist Contact Information

Name: Denise Roberts-Maynard Phone Number: 202.864.8771 Email Address: Denise.Roberts-Maynard@tsp.gov

G3. Contracting Officer’s Representative (COR)

The CO will 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) interpreting the scope of work,

(5) performing inspections and acceptances of data items required by this order, and

(6) assisting the Contractor in the resolution of technical problems encountered during the performance of the order.

G3.1 COR Contact Information

Name: To be Named at Time of Award Program Office:

Phone Number:

Email Address:

Section H: Special Contract Requirements

H.1 Records Management Obligations

Clause:

“Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

(1) includes Agency records.

(2) does not include personal materials.

(3) applies to records created, received, or maintained by Contractors pursuant to their Agency contract.

(4) may include deliverables and documentation associated with deliverables.

C. Requirements

(1) Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

(2) In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

(3) In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

(4) FRTIB and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of FRTIB or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to FRTIB. The agency must report promptly to NARA in accordance with 36 CFR 1230.

(5) The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the contract vehicle. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to FRTIB control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the contract vehicle. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

(6) The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and FRTIB guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

(7) The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with FRTIB policy.

(8) The Contractor shall not create or maintain any records containing any non-public Agency information that are not specifically tied to or authorized by the contract.

(9) The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

(10) The FRTIB owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which FRTIB shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

(11) Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take FRTIB provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.] D. Flowdown of requirements to subcontractors

(1) The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this contract vehicle, and require written subcontractor acknowledgment of same.

(2) Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

(End Clause)

H.2 Confidential or Non-Public Information

Clause:

(a) All information received by the Contractor as a result of performance of this contract may be confidential or non-public information. 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 Contracting Officer. 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.

“Confidential or non-public information,” is defined as information generated by or in the possession of the FRTIB that is commercially valuable, trade secret, market sensitive, proprietary, related to an FRTIB enforcement or examination matter, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed confidential or non-public by an TIB division director or office head, and is not otherwise available to the public. This definition applies to confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings. For purposes of this Agreement, examples of confidential or non-public information include corporate financial data provided to the FRTIB that has not been made public; FRTIB planned or contemplated courses of action regarding FRTIB examinations, investigations, and enforcement actions; and FRTIB personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

(End Clause) Section I Contract Clauses

The following clauses/provisions are provided in full text:

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.

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 _____ [insert the period of time within which the Contracting Officer may exercise the option]; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least ___ days [60 days unless a different number of days is inserted] 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 ___________ (months)(years).

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (JUL 2014) ) [FAR title modified and FAR clause contents modified to remove all FAR clauses not checked as appropriate] –

_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_ (30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_x_ (31) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_x_ (32) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

_x_ (33) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (34} 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

_X_ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496}.

_X_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.0. 13513).

_X_(43) 52.225-1, Buy American-Supplies (May 2014) (41 U.S. C. chapter 83).

_x_ (46) S2.22S-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_ (S2) S2. 232-33,-Payment by Electronic Funds Transfer-System for Award Management (Jul 2013) (31u.s.c. 3332).

_X_ (SS) S2.239-1, Privacy or Security Safeguards (Aug 1996) (S_U.S.C. SS2a).

(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) S2 .222-S3, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. 3Sl, et seq.) .

General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(e)(l) 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)(l) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause S2.222-40.

(x) S2.222-SO, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)}.

(xiii) 52.222-S4, 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.

FAR 52.216-18 Ordering {Oct 1995) –

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from __________ through ____________ [To be completed at time of award, covering date of award through five years later].

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

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

FAR 52.216-19 Order Limitations (OCT 1995) –

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $10,000 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $1,000,000;

(2) Any order for a combination of items in excess $1,000,000; or

(3) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within two (2) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-22 Indefinite Quantity (OCT 1995) –

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after _______________ [To be completed at time of award, one year from the last day of the five year period of performance].

FAR 52.216-27 Single or Multiple Awards (Oct 1995) The Government may elect to award a single delivery order contract or task order contract or to award multiple delivery order contracts or task order contracts for the same or similar supplies or services to two or more sources under this solicitation.

FAR 52.233-2 Service of Protest (SEP 2006)

Protests, as defined in Section 33.101 of the FAR, which are filed directly with the FRTIB, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be provided to: a) Email - Denise.Roberts-Maynard@tsp.gov; b) Mailing Address - Denise Roberts-Maynard, Contracting Officer, FRTIB, 77 K. Street NE, Suite 1000, Washington, DC 20002. A copy of any protest filed with the GAO shall be received in the office designated above within one day of filing the protest. A signed receipt shall be obtained from the CO at the time of delivery.

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

FAR 52.203-3 Gratuities (APR 1984) FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (APR 2014) FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (JUN 2016) FAR 52.212-1 Instructions to Offerors -- Commercial Items (JAN 2017) FAR 52.212-4 Contract Terms and Conditions-Commercial Items (DEC 2014) FAR 52.215-2 Audit and Records – Negotiation (OCT 2010) FAR 52.222-54 Employment Eligibility Verification (OCT 2015) FAR 52.224-1 Privacy Act Notification (APR 1984) FAR 52.224-2 Privacy Act (APR 1984) FAR 52.224-3 Privacy Training (JAN 2017) FAR 52.227-14 Rights in Data General (MAY 2014) FAR 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) FAR 52.233-1 Disputes (May 2014) FAR 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004) FAR 52.237-10 Identification of Uncompensated Overtime (OCT 1997) FAR 52.243-1 Changes- Fixed Price (AUG 1987) FAR 52.249-2 Termination for Convenience of the Government (Fixed Price) (APR 2012) FAR 52.249-8 Default (Fixed Price Supply and Service) (APR 1984) FAR 52.253-1 Computer Generated Forms (JAN 1991)

COMMERCIAL ADVERTISING CLAUSE

The Offeror agrees that if a contract is awarded to him/her, as a result of this solicitation, he/she will not advertise the award of the contract in his/her commercial advertising in such a manner as to state or imply that the Federal Retirement Thrift Investment Board endorses a product, project or commercial line of endeavor.

(End of clause)

Section J Attachments

Section K: Representations, Certifications and Other Statements

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 not have updated Representations and Certifications at the SAM website.

Section L: Instructions to Contractors

L1. Proposal Submission

Offeror shall submit three (3) separate volumes as detailed below:

Volume 1: Technical Approach Volume 2: Past Performance Volume 3: Business Proposal

Each proposal shall be legible, single-spaced, typewritten in Times New Roman font (or comparable), no smaller than 10 point type-size, no less than 1 inch margins, which can be printed on 8 ½ x 11 inch paper. Submission shall be in electronic format sent via email, in a Microsoft Office 2010 Word and/or Excel format (when applicable), with all associated documentation in the same format for ease of printing. Offeror shall avoid brochures or non-relevant documentation, detailed artwork, or other superfluous embellishments. Incomplete proposals will not be further evaluated and will be deemed ineligible for award.

Volumes shall conform to the number of pages cited for each. Additional pages above the maximums identified in the sections below shall not be considered.

L2. Technical Approach Volume Submission Instructions

Contractors shall provide their Technical Approach in accomplishing the tasks described in the Statement of Work in clear, defined and concise terms, and in sufficient detail for effective evaluation and substantiation of all information that fully demonstrates an understanding of the services and work to be performed. The FRTIB’s evaluation of the proposal for these tasks will focus on the strengths, weaknesses, and deficiencies of the Contractors technical approach.

1. Included in the technical approach should be the following:

a. Cover Letter- an authorized official who can obligate the contractor shall sign the cover letter. The cover letter shall be no more than two (2) pages.

b. A one (1) page Table of Contents

c. A narrative describing the Offeror’s understanding of the requirement.

d. Discuss the anticipated methodology to complete the tasks outlined in the SOW.

e. Discuss how all Offeror personnel meet the required qualifications

2. The Technical Approach volume shall not exceed ten (10) pages. The cover letter, table of contents, and resumes do not count towards the page limit. Additional pages beyond the page limit will not be read or evaluated.

L3. Past Performance Volume Submission Instructions

The Offeror shall submit a list of at least three (3) references for relevant contracts in which the Offeror performed work similar to the scope of this requirement.

1. References provided should be for work performed within the past three years and at least one example shall be for work performed within the last 12 months. It is the Offeror’s responsibility to provide valid, current and verifiable references. References shall include the following:

a. Name of the organization

b. Name of the Point of Contact (POC)

c. POC telephone number

d. POC email

e. Contract number

f. Period of Performance

g. Dollar value of the contract

2. With each reference the Offeror shall provide a narrative describing in detail the services performed under the contract that are similar in scope to the tasks outlined in the SOW.

3. Each narrative shall be no more than two (2) pages. The past performance volume in total shall not exceed six (6) pages.

L4. Business Proposal Submission Instructions

Please prepare a business/price proposal by filling in the labor rate for relevant contractor personnel in the Contract Line Item Number (CLINs) section of this RFP and including it as a separate electronic file – excel spreadsheet. Contractors are strongly encouraged to propose discounted rates. The CO intends to establish an award without further communications with the contractors, therefore there may be no additional opportunity for contractors to revise price submissions or proposal further discounts prior to award. If applicable, a price analysis may be performed to ensure prices are realistic for the proposed work.

Proposed prices will be evaluated but not scored. The price evaluation will determine whether the proposed prices are complete and reasonable in relation to the RFP requirements.

L5. Notification to Unsuccessful Offerors

After contract award, or competitive range if established, unsuccessful Offerors will be notified by email.

L6. Exceptions

The FRTIB 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 FRTIB finding the proposal unacceptable.

Clarification of FRTIB requirements shall be handled by submitting questions or recommendations to the CO by the date and time specified in Section L8.