TOFS-09-S-0016.pdf

TOFS-09-S-0016

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 58

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

09/03/2009 X

TDP

DEPARTMENT OF THE TREASURY

PROCUREMENT SERVICES DIVISIONS

1500 PENNSYLVANIA AVENUE, NW

MAIL STOP: 1425 NEW YORK AVE, NW

SUITE 2100

WASHINGTON DC 20220

N/A 1200 ET 10/05/2009

PATRICK BREEN

PATRICK.BREEN@DO.TREAS.GOV

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X

X

X

X

X

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PAGE(S)

PATRICK BREEN

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 58

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

TOFS-09-S-0016

(A) (B) (C) (D) (E) (F)

FOB: Destination

0001 Investment Consulting EA

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

SECTION B -- SUPPLIES OR SERVICES PRICES

B.1 Maximum and Minimum Contract Value

The minimum dollar value of each contract awarded under this Request for Proposal (RFP) will be $50,000. The maximum total value of all contracts awarded under this RFP, collectively, will be $6,000,000.

B.2 Task Orders

Work will be ordered under individual task orders and will be performed on a Fixed Price, Time and Materials, or Labor Hour basis, as specified in the relevant task order.

B.3 Travel

a) Travel expenses shall only be applicable to orders performed on a Labor Hour or Time and Materials basis. The prices of all task orders issued on a Firm Fixed Price basis shall be inclusive of any travel.

b) For Labor Hour and Time and Materials task orders, all non‐local travel will be reimbursed in accordance with the provisions of the Federal Travel Regulations. The Federal Travel Regulations and current per diem rates can be accessed at: www.gsa.gov/ftr.

c) As a general rule, local travel will not be reimbursed under this contract. Examples of local travel, which will not be subject to reimbursement, are: travel to and from normal job site;

supervisory personnel traveling to a Government site or alternative facility to oversee operations.

Personnel temporarily working at a Government site or alternative facility will consider such facility his/her normal job site.

d) Except for travel conducted under Firm Fixed Price task orders, all travel shall be approved in writing by the Contracting Officer or Contracting Officer Technical Representative prior to the occurrence of the travel.

SECTION C -- STATEMENT OF WORK

C.1 INTRODUCTION

The U.S. Department of the Treasury (“Treasury”) requires investment consulting services in connection with its portfolio of assets acquired pursuant to Emergency Economic Stabilization Act of 2008 (EESA).

The Treasury seeks services under one or more indefinite-delivery indefinite-quantity contracts that have a base performance period of one year and four one-year option periods. The Treasury intends to issue Firm-Fixed Priced task orders against this contract whenever possible, which will require defined work efforts and deliverables by specified deadlines. The Treasury intends to award one contract under this RFP, but reserves the right to award multiple contracts or no contract under this RFP.

The places of performance will be at the Treasury’s office in Washington, D.C., and the registered offices of the firm, as specified by task order.

Any contract award for the work requirement shall be contingent upon and subject to the availability of funding.

C.2 OVERVIEW AND POLICY GOALS

In implementing the EESA, the Treasury has acquired and developed a portfolio of equity securities, debt obligations, warrants, loans, asset guarantees, and other investments in public and private entities qualifying as financial institutions under the EESA. Accordingly, the Treasury requires full-service investment consulting services to support the administration of the portfolio.

Assets in the portfolio have been acquired to date under the following programs established under EESA:

• Capital Purchase Program

• Capital Assistance Program

• Consumer and Business Lending Initiative

• Public-Private Investment Program

• Making Home Affordable Program

• Asset Guarantee Program

• Targeted Investment Program

• Automotive Industry Financing Program

• Systemically Significant Failing Institution Program

Additional information on these programs may be obtained at http://www.financialstability.gov/roadtostability/programs.htm and offerors must understand the current state of these programs and the assets in the portfolio.

The Treasury’s policy goals for the portfolio are to: (1) provide stability and prevent further disruption to the financial markets and banking system, (2) protect the interests of taxpayers, and

(3) ensure mortgage availability. The portfolio mandate and specific investment strategies may change over time but will remain consistent with these policy goals.

The Treasury has designated multiple financial agents, asset managers, and other providers to help administer the portfolio.

C.3 TREASURY OBJECTIVE: SCOPE OF SERVICES AND DELIVERABLES

The Treasury seeks full-service investment consultant services to help administer a highly complex, multi-manager portfolio of multiple asset classes. The firm(s) selected to provide the services will be required, as directed, to:

• Develop and maintain investment policies and guidelines for asset managers and other service providers or fund managers supporting the portfolio;

• Assist the Treasury in selecting asset managers and in conducting asset manager evaluations, as well as other vendor, financial agent, and fund manager selections and evaluations, as necessary to support the ongoing and changing needs of the portfolio;

• Assist with the oversight of asset managers, fund managers, and other service providers supporting the portfolio;

• Establish and implement rules and procedures to coordinate the activities of asset managers, fund managers, and other service providers supporting the portfolio;

• Assist the Treasury in evaluating and developing portfolio disposition strategies and policies;

• Measure performance of asset managers, fund managers, and service providers, as well as asset classes, investments, and the overall portfolio;

• Provide advice and analysis on the market value of services provided to the Treasury by asset managers and other service providers supporting the portfolio;

• Perform quantitative evaluations of funds and fund managers, including on portfolio holdings valuations, performance measurement/reporting, performance attribution analysis, portfolio optimizing, portfolio exposures/stress testing, and custom research and risk analytics based on customized benchmarks, relative returns, and other quantitative and qualitative parameters established by the Treasury;

• Provide technical analysis and model-driven evaluations and reviews on portfolio performance, risks/exposures and trade analysis, and conduct portfolio stress tests;

• Measure and help manage risks across the portfolio;

• Develop asset allocation strategies across asset managers and fund managers;

• Produce portfolio and other management reports;

• Evaluate the ongoing costs of asset managers, fund managers, portfolio operations, and other portfolio costs;

• Develop and monitor performance benchmarks and other measures of investment and portfolio success;

• Provide advisory services on fund managers, fund manager investment professionals, the

General Partners of funds, and decisions affecting the Treasury’s investment in a particular fund;

• Provide periodic customized internal reports to the Treasury on funds and investments, as well as assistance in developing external reports on funds and investments;

• Assist the Treasury in identifying conflicts of interest with respect to asset managers, financial agents, fund managers, and other service providers, and provide advice relating to transparency, conflict of interest mitigation, and disclosure;

• Conduct on-site and desk reviews of the conflict of interest mitigation plans of asset managers, financial agents, fund managers, and other service providers;

• Assist the Treasury in conducting executive searches for possible officers, directors, trustees, and other positions at financial institutions in connection with the Treasury’s investments and loans in the portfolio;

• Assist the Treasury in developing policies, procedures, and programs for executive compensation rules at financial institutions in connection with the Treasury’s investments and loans in the portfolio;

• Develop and maintain operational policies, procedures, and practices for the administration of the portfolio;

• Assist with the preparation of reports to oversight bodies;

• Advise on tactical and strategic investment and market issues impacting the portfolio;

• Conduct other research, analysis, and special studies;

• Conduct education and training sessions;

• Identify firms, including minority- and women-owned firms, qualified to provide necessary services connected with the portfolio;

• Provide other related investment consulting services identified by the Treasury; and

• Provide for all necessary operational and analytical hardware, software, and system interfaces to support the services above.

Performance will be required immediately upon contract award. The selected firm(s) may be required to provide on-site support in connection with various tasks under the contract, as directed by the Treasury.

For the services listed above, the firm(s) will be required to complete deliverables in the form of written reports, program documents, options papers, face-to-face presentations, verbal recommendations, and implementation of decisions and approved recommendations, as directed by the Treasury.

The awardee(s) may be required to provide transition services at the conclusion of the performance period, cooperate in good faith with the Treasury and any successor investment consultant, and provide such services as may be necessary for an orderly transfer of knowledge, functions, records, and data to any successor.

SECTION D -- PACKAGING & MARKING

D.1 PAYMENT OF POSTAGE & FEES

All postage and fees related to submitting information, including forms, reports, submittals, etc., to the Contracting Officer (CO) or the Contracting Officer's Technical Representative (COTR) shall be paid by the Contractor(s).

D.2 PACKAGING & MARKING

a) All information submitted to the CO or the COTR shall clearly indicate the contract number and/or task order number for which the information is being submitted.

b) All containers shall be plainly marked on or adjacent to the exterior shipping label to show the contract number, task order number (if any), description of contents, and contractor's name.

SECTION E -- INSPECTION & ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE CRITERIA

a. Final inspection and acceptance of all work, performance, reports and other deliverables under this contract shall be performed at the location specified in individual task orders. Each order will also designate the individual responsible for inspection and acceptance.

b. The basis for acceptance shall be in compliance with the requirements set forth in the orders and other terms and conditions of the contract. Deliverable items rejected under resulting task orders shall be corrected in accordance with the applicable clauses.

E.2 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 CO will make their full text available. In addition, the full text of a clause may be accessed electronically at http://www.arnet.gov.

CLAUSE TITLE AND DATE

52.246-4 Inspection of Services—Fixed-Price (AUG 1996) 52.246-6 Inspection -- Time-and-Material & Labor-Hour (MAY 2001)

SECTION F -- DELIVERIES OR PERFORMANCE

F.1 TERM OF THE CONTRACT

The base period of the contract shall be from date of award through twelve months. Four one-year option periods may be exercised by the Government.

F.2 CONTRACT DELIVERABLES

Contract Level Deliverables:

1. Monthly Contract Status Report. The Contractor(s) shall report each month, current with submission of its invoice, the status for all task orders as of the end of the previous month:

a) Hours and dollars spent, including cumulative totals of each and a forecast of future costs through the next month and total cost at completion;

b) Current contractor personnel engaged;

c) Subcontracts, including socioeconomic category of subcontractor and dollar value;

d) Any contract issues; and

e) Monthly activities and accomplishments.

Please see recommended report format at section J, Attachment 7

2. Status of Mitigation Plan. In accordance with H.5 and 31 CFR Part 31, the Contractor(s) shall provide documentation related to conflicts of interest throughout the term of the contract.

3. Subcontract Consent. In accordance with FAR clause 52.244-2 “Subcontracts (June 2007)” within Section I of this solicitation, each Contractor shall obtain the Treasury’s written consent in advance for any proposed cost reimbursement, time and materials, or labor hour subcontracts, and for any proposed fixed-price subcontracts that would exceed $100,000 or 5% of the total value of a task order.

4. Future Deliverables. All other future deliverables will be in accordance with the scope of work discussed above and will be identified in any resulting task orders issued against the IDIQ contract.

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

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. In addition, the full text of a clause may be accessed electronically at http://www.arnet.gov.

CLAUSE TITLE AND DATE

52.242-15 Stop-Work Order (AUG 1989)

SECTION G -- CONTRACT ADMINISTRATION DATA

G.1 CONTRACTOR’S PROPOSAL

Each Contractor’s proposal, or portions thereof, may be incorporated into its respective contract at the discretion of the CO.

G.2 ORDER PRICING

The Treasury will order work within the scope of this contract on a Firm Fixed Price, Time and Materials, or Labor Hour basis, as specified in individual Task Orders.

G.2.1 OTHER DIRECT COSTS (TIME AND MATERIALS TASK ORDERS ONLY)

For task orders priced on a Time and Materials basis, the Contractor will be reimbursed only for the types of disbursements, expenses and charges designated as allowable at the time of task order award. Moreover, any reimbursement will be limited to actual costs incurred by the Contractor that are necessary to effect work directed under this contract and that are not accounted for as overhead costs in the Contractor’s fixed labor rates. All invoices shall be fully documented by including receipts evidencing payment by the Contractor and shall identify the action with which the expenditure is connected.

G.3 KEY PERSONNEL

Please note: This section will be completed at contract award using the Key Personnel submitted in response to the proposal submission requirement at section L.1 of this RFP.

The Contractor shall list below the name(s) of the person(s) who will be assigned the responsibility for success of the work product(s). The individual(s) named shall be recommended by the Contractor in its proposal and subject to discussions and agreement by the Government prior to award. These individual(s) shall be in responsible positions so as to allocate and control personnel. The below listed individual(s) are designated as “Key Personnel”:

Employee Name Position Title

G.4 DTAR 1052.201-70 CONTRACTING OFFICER'S TECHNICAL

REPRESENTATIVE (COTR) DESIGNATION AND AUTHORITY (MAR 2002)

(a) The Contracting Officer's Technical Representative/Project Officer is:

NAME: TBD

ADDRESS: TBD

TBD

PHONE: TBD

(b) Performance of work under this contract must be subject to the technical direction of the

COTR identified above, or a representative designated in writing. The term ″technical direction" includes, without limitation, direction to the Contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(c) Technical direction must be within the scope of the specification(s)/work statement. The

COTR does not have authority to issue technical direction that:

(1) constitutes a change of assignment or additional work outside the specification(s)/work statement;

(2) constitutes a change as defined in the clause entitled ″Changes";

(3) in any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) interferes with the contractor's right to perform under the terms and conditions of the contract; or

(6) directs, supervises or otherwise controls the actions of the contractor's employees.

(d) Technical direction may be oral or in writing. The COTR shall confirm oral direction in writing within five work days, with a copy to the CO.

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COTR. If, in the opinion of the Contractor, any direction of the COTR, or his/her designee, falls within the limitations in (c), above, the Contractor shall immediately notify the CO no later than the beginning of the next Government work day.

(f) Failure of the Contractor and the contracting officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled ″Disputes."

G.5 ORDERING PROCEDURES

If the Government awards multiple IDIQ contracts under this solicitation, as is contemplated, the Government will give each contract holder a “fair opportunity to be considered” for individual task orders, unless an exception applies, in accordance with 41 USC 253j and FAR 16.505.

As individual work requirements arise, the Treasury will follow the “fair opportunity” process and procedures detailed below. Unless an exception to the “fair opportunity” process applies, the “fair opportunity” process that the Treasury will follow in awarding task orders under this procurement is as follows:

1. In circumstances where the Treasury determines that the proposals submitted in response to this solicitation contain sufficient information for the Treasury to conduct a fair opportunity analysis for work under a specific task order to be issued, the Treasury may consider the information in such proposals and determine the task order awardee(s) based on its review.

2. Where the circumstances in (1) are not present, as determined solely by the Treasury, the Treasury will:

(a) Conduct a competition for task order work among all contract holders; or

(b) Conduct a competition for task order work among only those contract holders that the Treasury determines, in its discretion, have the requisite expertise and capability to perform a specific task order to be issued. The Treasury will notify those contract holders of the task order work requirement.

In conducting competitions, competing contract holders will be asked to identify any conflicts of interest for performing the task order work, any unique qualifications the contract holder may have to perform the work, any proposed reductions to the labor rates set forth in its contract, and any other information required by the relevant task order proposal request. In some instances, the Treasury may require expedited responses from contract holders so as perform work that is imminently needed. The Treasury will award to one or more competing contract holders based on a best value determination, considering each offeror’s conflicts of interest for the work, unique qualifications to perform the work, quality of prior work previously performed under the contract, proposed pricing, any additional criteria specified in a task order proposal request, and any other information the Treasury determines is relevant. Technical merit will be considered more important than price, unless otherwise specified in a task order proposal request. After making a best value determination, the Treasury will notify the competing contract holders of the task order award decision.

3. In accordance with 41 USC 253j and FAR 16.505(b)(5), the Treasury has designated the following “Task and Delivery Order Ombudsman” to review any concerns or complaints raised by contractors about the fair opportunity process under this procurement:

Thomas A. Sharpe, Jr.

Senior Procurement Executive Office of the Procurement Executive U.S. Department of the Treasury 655 Fifteenth Street, NW, Room 6113 Washington, D.C. 20220

G.6 CONTENTS OF TASK ORDERS

Government awarded Task Orders (TO) will include the following (as applicable):

(a) Contract and Task Order Number;

(b) Responsible Treasury Organization for the TO and TO Point of Contact’s e-mail address and phone number;

(c) Government officials’ (e.g., cognizant CO and TO COTR) contact information;

(d) Total TO Price (and identify funding by increment or fully funded);

(e) Obligated funding amount(s) and applicable Accounting Codes(s);

(f) TO resources table (including labor categories, fully loaded labor rates, number of labor hours, and total labor cost);

(g) Period of performance;

(h) Place of Performance;

(i) Performance Work Statement (PWS) or Statement of Work (SOW) with deliverables;

(j) Applicable performance and performance metrics detail;

(k) Special Requirements/Relevant Information (e.g., waivers);

(l) Government‐furnished Property, if any, to be furnished to the contractor;

(m) TO work schedule as applicable;

(n) Key/essential TO personnel; and/or

(o) Payment Office information.

G.7 INVOICING AND PAYMENT INSTRUCTIONS

(a) Invoices shall be submitted electronically to the following address:

VendorPay@do.treas.gov.

(b) A copy of the invoice shall also be submitted to the COTR and CO simultaneously.

(c) Submission of proper invoices shall be rendered on a percentage completion basis in an amount equal to the value of the work performed.

(d) Each invoice submitted shall be supported by appropriate documentation.

Documentation necessary to substantiate an invoice shall include, but is not limited to, project name and number, invoice number, percentage complete, original contract amount, modification amounts, retainage amount and percent cumulative, labor categories, labor hours worked per labor category, labor rate, value of work in place, Contractor's name, and contract number. Such documentation shall meet the approval of the CO.

SECTION H -- SPECIAL CONTRACT REQUIREMENTS

H.1 Non-Disclosure

The Contractor recognizes that, in performing this contract, the Contractor may obtain access to non-public information that is confidential or proprietary in nature. Except as permitted by the contract, the Contractor agrees that it, its employees, its subcontractors, and its subcontract employees (“Contractor”) will not disclose to any third party, or otherwise use, any information it obtains or prepares in the course of performance of the contract or task order for any purpose other than to perform work under the contract without first receiving written permission from the CO. The Contractor shall secure information received from or prepared or gathered for the Treasury under this contract in a secure location with access limited to only those personnel with a “need to know.” Notwithstanding any other language contained herein, the Contractor shall comply with 31 C.F.R. § 31.217, including the requirement that the Contractor obtain a certification from each “management official” and “key individual” performing work under the contract or task order, as those terms are defined in 31 C.F.R. § 31.201, stating that he or she will comply with the requirements of section 31.217(b). The Contractor shall obtain such certifications from management officials and key individuals before they perform work under the contract.

H.2 Key Personnel

During the contract performance period, any substitution or replacement of key personnel must first be proposed by the Contractor and authorized by the CO.

H.3 Cooperation with Other Organizations

The Contractor agrees to cooperate with representatives of other contractors, Federal Reserve Banks, Federal agencies, governmental entities, and other organizations when the Treasury determines it to be in the best interest of the Government.

H.4 Labor Rates

Labor provided under this contract and its task orders shall be billed at the same or lower labor rates and shall use the same categories provided in each Contractor’s proposal as set forth in the Labor Rate Table. Labor rates billed by a Contractor under this contract may not exceed those set forth in its Labor Rate Table.

H.5 Conflicts of Interest

(a) The Treasury HAS NOT WAIVED any potential conflicts of interest as defined by the Federal Acquisition Regulation (FAR) or 31 CFR Part 31. Further, the Contractor agrees that its future relationship with the Treasury will be governed by the FAR, 31 C.F.R. Part 31, and this contract. The Contractor agrees to negotiate in good faith concerning the inclusion of any different or additional conflict of interest policies and procedures that may be issued by the

Treasury pursuant to Section 108(b) of the Emergency Economic Stabilization Act of 2008

(EESA).

(b) Prior to the execution of a contract and the issuance of any revision to this contract or any task order’s statement of work, the Contractor shall prepare a detailed written explanation of all actual conflicts, potential conflicts, or matters that may present the appearance of a conflict under the ABA’s Model Rules, the FAR, or 31 C.F.R. Part 31, and shall provide a detailed written plan explaining any and all steps the Contractor will undertake to avoid or mitigate such conflicts. The Contractor’s disclosure submission shall include the information specified in 31 C.F.R. § 31.211(b)(1) – (b)(6), including:

1. The Contractor and any proposed or actual subcontractor’s or consultant’s relationship to any related entities as such term is defined in 31 C.F.R. § 31.201;

2. The categories of troubled assets owned or controlled by the Contractor including any proposed or actual subcontractor or consultant, or any related entity of the Contractor, if the arrangement relates to the acquisition, valuation, disposition, or management of troubled assets;

3. Information concerning all other business or financial interests of the Contractor including its proposed or actual subcontractors or consultants, or the related entities of the Contractor, which could conflict with the Contractor’s obligations under the contract;

4. A description of all organizational conflicts of interest and potential conflicts of interest;

5. A written detailed plan to mitigate all organizational conflicts of interest, along with supporting documents; and

6. A certification that the information provided to the Treasury in response to the above items is complete and accurate in all material respects. Only after receiving this information will the Treasury determine whether organizational conflicts of interest prevent the Contractor from consulting for the Treasury in that specific matter.

(c) Failure to make full and timely disclosure of actual or potential conflicts of interest, or matters that may present the appearance of a conflict, as well as failure to comply with 31 C.F.R.

Part 31 or Treasury conflicts of interest policies and procedures are extremely serious matters. Such failures may subject the Contractor to corrective action including but not limited to: (i) refusal to waive a conflict; (ii) termination of this contract for default; (iii) debarment of the contractor from federal contracting; (iv) referral to the appropriate state licensing authorities;

and/or, in appropriate cases (v) civil or criminal actions.

(d) It is solely within the discretion of the Treasury to determine whether or not a conflict of interest exists and whether any mitigation plan submitted by the Contractor avoids or mitigates a conflict. Even the appearance of a conflict may result in the denial of a waiver or other appropriate actions. In the event that matters are transferred to another contractor or entity pursuant to the corrective actions listed above, the Contractor is expected to follow Treasury policies and procedures and to cooperate fully in the orderly transfer of such matters.

(e) In addition to complying with 31 C.F.R. Part 31 and any other applicable restrictions, the Contractor will: (1) not represent and/or advise any party other than the United States in any matter that is the subject of a task order during the term of the contract and after the end of the contract; (2) not represent and/or advise any other parties with respect to matters directly related to, or matters that may have a direct effect on, a specific transaction that is the subject of a task order during the term of the contract; and (3) have all professional staff assigned to work under this contract receive conflicts training in consultation with the EESA Compliance Office. It is, however, understood that the Contractor may represent clients who seek to engage in a transaction with the Treasury under other programs in support of the EESA. Further, the Contractor shall enter into and enforce agreements with all professional staff assigned to work under this contract or task order prohibiting such professional staff from representing and/or advising any other party regarding a specific matter that is the subject of a task order under this contract during the term of this contract and for six months thereafter.

(f) No later than 10 business days after the effective date of the contract, or any new task order under the contract or any revision to this contract’s or any task order’s statement of work, the Contractor shall (i) obtain and review the submissions required by 31 C.F.R.

§ 31.212 for personal conflicts of interest, and (ii) certify in writing to the Treasury that all such individuals have no personal conflicts of interest, or are subject to a mitigation plan or waiver approved by the Treasury. Contractor agrees not to permit any such individual to perform work under this contract or task order with respect to any institution or related entities of such institution with which such individual has disclosed a personal conflict of interest pursuant to 31 C.F.R. § 31.212, absent obtaining the Treasury’s prior consent. In making this determination, the Contractor may rely on the information obtained pursuant to 31 C.F.R. § 31.212(b), unless the Contractor knows or should have known that the information provided is false or inaccurate.

(g) Pursuant to 31 C.F.R. §31.216(b), before the Contractor accepts a contract, task order, or a modification to this contract, the Contractor shall certify to the following:

(1) The Contractor is aware of the prohibitions of paragraph (a) of 31 C.F.R. § 31.216 and, to the best of its knowledge after making reasonable inquiry, the retained entity has no information concerning a violation or possible violation of paragraph (a) of 31 C.F.R.

§31.216; and

(2) Each officer, employee, and representative of the Contractor who participated personally and substantially in preparing a bid, offer, proposal, or request for modification of this contract after the date hereof has certified that he or she:

(a) Is familiar with and will comply with the requirements of paragraph (a) of 31 C.F.R.

§ 31.216; and

(b) Has no information of any violations or possible violations of paragraph (a) of 31

C.F.R. § 31.216, and will report immediately to the Contractor any subsequently gained information concerning a violation or possible violation of paragraph (a) of 31 C.F.R. § 31.216.

(h) The Contractor shall include this clause in all subcontracts, consultant agreements, and lower tier subcontracts entered into after the date hereof unless a waiver is requested from, and granted by, the CO.

H.6 Public-Release Contract Version Requirement

The contractor agrees to submit, within ten business (10) days from the date the contract is awarded (exclusive of Saturdays, Sundays, and federal holidays), a .pdf file of the fully executed contract or task order with all proposed necessary redactions, including redactions of any trade secrets or any commercial or financial information that it believes to be privileged or confidential business information, for the purpose of public disclosure at the sole discretion of the United States Department of the Treasury (Treasury). The contractor agrees to provide a detailed written statement specifying the basis for each of its proposed redactions, including the applicable exemption under the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and, in the case of FOIA Exemption 4, 5 U.S.C. § 552(b)(4), shall demonstrate why the information is considered to be a trade secret or commercial or financial information that is privileged or confidential. Information provided by the contractor in response to this contract requirement may itself be subject to disclosure under the FOIA.

The Treasury will carefully consider all of the contractor’s proposed redactions and associated grounds for nondisclosure prior to making a final determination as to what information in the fully executed contract may be properly withheld.

SECTION I -- CONTRACT CLAUSES

I.1 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 Contracting Officer will make their full text available. Also, the full text may be accessed electronically at this Internet address:

http://www.acquisition.gov/far/

Clause No. Title and Date

52.202-1 Definitions (JUL 2004)

52.203-3 Gratuities (APR 1984)

52.203-5 Covenant Against Contingent Fees (APR 1984)

52.203-6 Restrictions on Subcontractor Sales to the Government (SEP 2006)

52.203-7 Anti-Kickback Procedures (JUL 1995)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (SEP 2007)

52.203-13 Contractor Code of Business Ethics and Conduct (DEC 2008)

52.203-14 Display of Hotline Poster(s) (DEC 2007)

52.204-4 Printing/Copying Double-Sided on Recycled Paper (AUG 2000)

52.204-7 Central Contractor Registration (APR 2008)

52.204-9 Personal Identity Verification of Contractor Personnel (SEP 2007)

52.209-6 Protecting the Government's Interest when Subcontracting with Contractor's Debarred, Suspended, or Proposed for Debarment (SEP 2006)

52.215-2 Audit and Records—Negotiation (JUN 1999)

52.215-8 Order of Precedence -- Uniform Contract Format (OCT 1997)

52.215-14 Integrity of Unit Prices (OCT 1997)

52.216-7 Allowable Cost and Payment (DEC 2002) Fill-in: 30th

52.216-18 Ordering (OCT 1995) Fill-in: “date of contract award” to “12 months from contract award”

52.216-22 Indefinite Quantity (OCT 1995) Fill-in: contract expiration date plus 6 months.

52.216-29 Time-and-Materials/Labor-Hour Proposal Requirements—Non-commercial Item Acquisition With Adequate Price competition (FEB 2007)

52.217-5 Evaluation of Options (JUL 1990)

52.219-7 Notice of Partial Small Business Set-Aside (JUN 2003)

52.219-8 Utilization of Small Business Concerns (MAY 2004)

52.219-9 Small Business Subcontracting Plan (APR 2008) – Alternate II (OCT 2001)

52.219-14 Limitations on Subcontracting (DEC 1996)

52.219-16 Liquidated Damages – Subcontracting Plan (JAN 1999)

52.222-3 Convict Labor (JUN 2003)

52.222-21 Prohibition of Segregated Facilities (FEB 1999)

52.222-26 Equal Opportunity (MAR 2007)

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006)

52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998)

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006)

52.222-39 Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004)

52.222-50 Combating Trafficking in Persons (FEB 2009)

52.223-6 Drug-Free Workplace (MAY 2001)

52.223-17 Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts (MAY 2008)

52.224-1 Privacy Act Notification (APR 1984)

52.224-2 Privacy Act (APR 1984)

52.225-13 Restrictions on Certain Foreign Purchases (JUN 2008)

52.227-17 Rights in Data – Special Works (DEC 2007)

52.228-7 Insurance—Liability to Third Persons (MAR 1996)

52.232-1 Payments (APR 1984)

52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts (FEB 2007) Fill-in: 30th

52.232-8 Discounts for Prompt Payment (FEB 2002)

52.232-17 Interest (JUN 1996)

52.232-18 Availability of Funds (APR 1984)

52.232-23 Assignment of Claims (JAN 1986)

52.232-25 Prompt Payment (OCT 2003)

52.232-33 Payment by Electronic Funds Transfer – Central Contract Registration

(OCT 2003)

52.233-1 Disputes (JUL 2002) – Alternate I (DEC 1991)

52.233-3 Protest After Award (AUG 1996)

52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

52.242-13 Bankruptcy (JUL 1995)

52.243-1 Changes – Fixed Price (AUG 1997)

52.243-3 Changes—Time-and-Materials or Labor-Hours (SEP 2000)

52.244-2 Subcontracts (JUN 2007)

52.246-20 Warranty of Services (MAY 2001) Fill-in: within 30 days from the date of acceptance by the Government

52.246-25 Limitation of Liability-Services (FEB 1997)

52.247-63 Preference for U.S.-Flag Air Carriers (JUN 2003)

52.248-1 Value Engineering (FEB 2000)

52.249-2 Termination for Convenience of the Government (Fixed Price) (MAY 2004)

52.249-6 Termination (Cost-Reimbursement) (MAY 2004) Alternate IV (SEP 1996).

52.249-8 Default (Fixed Price Supply and Service) (APR 1984)

52.249-14 Excusable Delays (APR 1984)

I.2 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 $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $2,000,000.00;

(2) Any order for a combination of items in excess of $2,000,000.00; or

(3) A series of orders from the same ordering office within 2 days that together call for quantities exceeding $2,000,000.00.

(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 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.

I.3 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 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of the contract expiration.

I.4 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 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

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

Attachments to RFP:

1. Sample Subcontracting Plan - In accordance with section L.1 of this RFP, the offeror shall submit a Subcontracting Plan. This attachment is a sample which provides the Treasury’s suggested model for formulating a subcontracting plan.

2. Initial Certification § 31.211 – In accordance with section L.1 of this RFP, the offeror shall complete this certification and include the executed copy as an attachment to the offeror’s proposal. The offeror shall certify that the information provided regarding organizational conflicts of interest in accordance with 31 C.F.R. §

31.211 is complete and accurate in all material respects. References to the “Contractor” in this certification should be understood to mean “Offeror.”

3. Initial Certification § 31.216 – In accordance with section L.1 of this RFP, the offeror shall use this form to certify that the offeror has obtained certifications regarding 31 C.F.R. § 31.216 from each proposed subcontractor or consultant and each officer, employee, and representative of the Contractor or any proposed subcontractor or consultant who participated personally and substantially in preparing and submitting the proposal. References to the “Contractor” in this certification should be understood to mean “Offeror.”

4. Non-Disclosure Agreement – This form is not required to be completed prior to award or submitted with the offeror’s proposal. This non-disclosure agreement is provided as a sample of the certification of compliance required by 31 C.F.R. §

31.217. This certificate shall be submitted by the offeror with ten (10) days of award.

5. Price Evaluation Model - For purposes of price evaluation only, the offeror shall complete the Price Evaluation Model. This model shall be used by all offerors to calculate a total evaluate price for the base period and all option periods.

6. Past Performance Survey - Offerors shall use this attachment to provide detailed references for a maximum of three (3) current contracts and/or completed contracts (Government or commercial) performed within five (5) years from the RFP release date that are relevant to this procurement.

7. Monthly Contract Status Report – This form is not required to be completed prior to award or submitted with the offeror’s proposal. This attachment is provided as a sample of an acceptable Monthly Contract Status Report. Successful offeror shall use this sample or something substantially similar for monthly reporting.

SECTION K -- REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF BIDDERS

K.1 FAR 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION

(Apr 1985)

(a) The offeror certifies that—

(1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or competitor relating to —

(i) Those prices;

(ii) The intention to submit an offer; or

(iii) The methods or factors used to calculate the prices offered.

(2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and

(3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification by the signatory that the signatory —

(1) Is the person in the offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this provision; or

(2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this provision ____________________ [insert full name of person(s) in the offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the offeror’s organization];

(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) of this provision have not participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this provision; and

(iii) As an agent, has not personally participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this provision.

(c) If the offeror deletes or modifies paragraph (a)(2) of this provision, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure.

K.2 FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS

(Jan 2006)

(a) (1) The North American Industry Classification System (NAICS) code for this acquisition is 541110 “Offices of Lawyers”

(2) The small business size standard is below $7 million in average annual revenue.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b) (1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (c) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (c) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

[ ] (i) Paragraph (c) applies.

[ ] (ii) Paragraph (c) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c) The offeror has completed the annual representations and certifications electronically via the

Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov.