Instructor Led Off-the-Shelf LLM level Law School Courses

Amendment 3 - the purpose of this amendment is to 1) revise paragraph (vii), period of Performance, and 2) provided revised answers to questions 5 and 6. 1.Paragraph (vii), Period of Performance, is revised to four (4) years. There will be four (4) 12-month ordering periods as follows: Base Ordering Period, Ordering Period 1, Ordering Period 2, and Ordering Period 3. 2.Revised answers to questions 5 and 6 asked are provided in theattached Amendment 3 Q&As.pdf file (changes are highlighted in bold italics). Amendment 2 - the purpose of this amendment is to 1) revise paragraph (vii), Period of Performance, 2) revise FAR 52.216-19, Order Limitations, 2) revise Minimum and Maximum Quantities, and 3) provide answers to questions asked. 1. Paragraph (vii), Period of Performance, is revised to three (3) years. There will be three (3) 12-month ordering periods as follows: Base Ordering Period, Ordering Period 1 and Ordering Period 2. 2. Paragraph (ix), FAR 52.216-19, Order Limitations, is revised to reflect new minimum and maximum orders. 3. Paragraph (ix), Minimum and Maximum Quantities, is revised to reflect new minimum and maximum orders. 4. Answers to questions asked are provided in the attached Amendment 2Q&As.pdf file. Amendment 1 - paragraph (vii) is corrected to indicate that the anticipated award date is September 22, 2013. (i) This is a combined synopsis/solicitation issued by the U.S. Securities & Exchange Commission (SEC) for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. (ii) Solicitation number SECHQ113Q0158 is issued as a request for quotation (RFQ). (iii) The solicitation and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2005-67 effective July 22, 2013. (iv) This is an unrestricted acquisition (i.e. no set-aside). The NAICS code for this procurement is 611310, Size Standard $7.0 Million. (v) Proposers shall provide a list of courses and firm-fixed pricing for instructor led off-the-shelf LLM level (graduate) law school courses on a wide range of securities law topics (including but not limited to securities fraud, fiduciary duties, hedge funds, mergers and acquisitions, corporations, corporate governance, securities litigation, federal regulation of financial institutions, global risk regulation, capital markets, white collar crime, and accounting) at the location(s) and in the formats listed in the description of requirements in paragraph (vi) below. (vi) Description of Requirements: 1.0 Background The SEC's mission is to protect investors, maintain fair, orderly and effective markets, and facilitate capital formation. In support of this mission, the College of Securities and Investor Protection (CSIP) works to enhance SEC staff's knowledge and understanding of securities laws and financial regulation in a way that better equips staff for their day-to-day responsibilities. CSIP does this by providing the design, development, delivery and evaluation of technical skills/operations and instructional materials and programs in securities, legal, finance, accounting, regulation and economic analysis. 2.0 Scope The contractor shall provide CSIP with instructor led off-the-shelf LLM level (graduate) law school courses on a wide range of securities law topics (including but not limited to securities fraud, fiduciary duties, hedge funds, mergers and acquisitions, corporations, corporate governance, securities litigation, federal regulation of financial institutions, global risk regulation, capital markets, white collar crime, and accounting) at the location(s) and in the formats listed below during the period of performance. 3.0 Objective In order to enhance SEC staff knowledge and understanding of securities laws and financial regulation, SEC requires a qualified contractor to provide LLM level (graduate) law school courses on a wide range of securities law topics. 4.0 Requirements Requirements are as follows: 1. The Contractor shall be a nationally-ranked ABA accredited law school that offers an LLM degree or an Executive LLM degree in securities and financial regulation. 2. The Contractor shall offer under the contract a minimum of 5 LLM level law school courses per year with a minimum total of 8 credits. 3. At the SEC's option, a course may be held live or on-demand. 4. A course that is held live will be held at the SEC's Washington, DC headquarters office, with the Contractor's instructors teaching at the SEC's headquarters office. Students enrolled in the course with the Contractor, who are not SEC employees, will have the option to participate in the SEC's headquarters office with SEC employees. The SEC may record courses that are held live and share those recordings with SEC enrolled students. The SEC may also choose to connect by video conference SEC enrolled students who are in regional offices. Each course that is held live shall accommodate a minimum of 50 SEC employees in the headquarters office and an unlimited number of SEC employees in regional offices (Boston, New York, Philadelphia, Atlanta, Miami, Chicago, Fort Worth, Denver, Salt Lake City, San Francisco, and Los Angeles) in addition to students enrolled in the course with the Contractor. 5. At least five months prior to the first day of each semester, the Contractor shall confer with the SEC's program manager for the Certificate Program to discuss and make determinations about the courses offered during the semester, including the following: a. Determine available course offerings, b. Determine whether a course would be available under the Program live or on demand, and c. Identify and resolve issues regarding instructors, teaching assistants, and the exam 6. A course that is held on-demand will be held live at the Contractor's location without SEC enrolled students being physically present, and shall be video and audio recorded for the benefit of SEC enrolled students. For each on-demand course, the Contractor shall provide a video and audio recording of each class no later than one week after each class either (a) to the SEC in a form suitable for transformation into an online link, or (b) to SEC enrolled students. Each course that is held on-demand shall accommodate an unlimited number of SEC employees in the headquarters office and in regional offices (Boston, New York, Philadelphia, Atlanta, Miami, Chicago, Fort Worth, Denver, Salt Lake City, San Francisco, and Los Angeles). 7. The Contractor shall arrange for instructors and at least one teaching assistant for each course. Except for textbooks, all materials for the courses shall be made available in electronic form. Payment for textbooks shall be the responsibility of SEC enrolled students. 8. For each course, the Contractor shall arrange for all students, including SEC enrolled students, to access assignments, materials (other than textbooks) and course communications through a website maintained for this purpose. 9. Each course shall carry academic credits based on the number of hours of instruction. For example, a course with 26 hours of instruction will be expected to carry 2 credits; a course with 14 hours may carry 1 credit. 10. The Contractor shall administer the exam for each course online to SEC enrolled students. The format of each exam shall be multiple-choice, true / false or short answer, or a mix of any of these formats. 11. At the option of the SEC, the Contractor shall arrange for continuing legal education (CLE) credit to be awarded for each course in each jurisdiction where the SEC has an office, subject to the CLE rules and regulations of each such jurisdiction. 12. The SEC and the Contractor shall award a Certificate to each SEC employee who earns at least 10 academic credits in courses and receives a grade of B- or better offered by the Contractor as part of the SEC Securities and Financial Regulation Certificate Program. 13. An SEC employee who holds a Juris Doctor (JD) degree will have the ability to transfer credits earned as a part of the program toward an LLM degree or Executive LLM degree offered by the Contractor at no cost. Credits earned as a part of the program may be transferred if earned within 5 years prior to transfer toward the degree. An SEC employee who wishes to earn the degree may apply to the Contractor and complete the degree through courses offered in person or on-demand by the Contractor 14. An SEC employee who participated in and earned credits through a similar SEC sponsored program with an institution other than the Contractor will have the ability to count each such credit toward the Certificate and, if the employee holds a JD degree, transfer each such credit toward an LLM degree or Executive LLM degree offered by the Contractor. 15. The target audience for the Certificate Program will be all SEC professionals throughout the Commission who need to understand various aspects of securities laws and financial regulation to fulfill their mission, regardless of whether they hold a JD degree. 5.0 Government-Furnished Equipment and Government-Furnished Information For courses that are held live, the Government shall provide meeting space as well as computer projection equipment, projection screen, and video conferencing equipment, as well as tables chairs for students and faculty. The Contractor shall be expected to provide a laptop as well as any handouts. 6.0 Performance Evaluation The Dean of CSIP will assess the Contractor's ability to provide and manage a quality assurance plan that will ensure the performance of all courses are at or above an acceptable quality level of customer satisfaction. The evaluation will consider the relevance, credibility, responsiveness and completeness of performance and services offered. Reviews will take place after the completion of each course through the Dean of CSIP. 7.0 Other Direct Costs Funding for materials, other than textbooks, and instructor-related expenses (travel, etc.), when applicable, are all inclusive within this contract. 8.0 Background Investigation Requirements The Securities and Exchange Commission will initiate a background investigation for a low risk level for the Contractor. All instructors retained by the Contractor for courses held pursuant to the contract will be required to have a successfully adjudicated background investigation on file. All students enrolled in the course with the Contractor, who are not SEC employees, may be required to undergo a background investigation and may be required to submit documentation, including valid Visa documentation. (vii) Period of Performance: The period of performance will be four (4)years. There will be four (4)12-month order periods, as follows: Base Ordering Period, Ordering Period 1, Ordering Period 2, and Ordering Period 3. Place of Performance: For courses that are held live, work is to be performed at the SEC's headquarters office located at 100 F Street, NE, Washington, DC 20549. For courses that are held on-demand, work is to be performed at the Contractor's site and recorded for the benefit of SEC enrolled students. Anticipated Contract Type: The Government anticipates awarding a firm-fixed price, multi-year, Indefinite Quantify Indefinite Delivery (IDIQ) type contract. The anticipated award date is September 22, 2013. (viii) The provision at FAR 52.212-1, Instructions to Offerors - Commercial Items (Jul 2013), applies to this acquisition. Offeror's may obtain full text versions of the provision electronically at http://www.acquisition.gov/far/. Parties responding to this solicitation who believe they can provide instructor led off-the-shelf LLM level (graduate) law school courses on a wide range of securities law topics (including but not limited to securities fraud, fiduciary duties, hedge funds, mergers and acquisitions, corporations, corporate governance, securities litigation, federal regulation of financial institutions, global risk regulation, capital markets, white collar crime, and accounting) may submit their quote in accordance with their standard commercial practices (e.g., on company letterhead, formal quote form, etc.) but must include the following information: (1) The solicitation number SECHQ113Q0158; (2) The time specified in the solicitation for receipt of offers; (3) The name, address, and telephone number and DUNs number of the offeror; (4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation, including a sample of materials (other than textbooks) for a course offer. This may also include product literature, or other documents, if necessary; (5) Terms of any express warranty; (6) Price and any discount terms; (7) "Remit to" address, if different than mailing address; (8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically); (9) A copy of System for Award Management (SAM) registration (see https://www.sam.gov/portal/public/SAM/) or a copy of System for Award Management application; (10) Acknowledgment of Solicitation Amendments; (11) Narrative addressing capability to provide the Securities and Financial Regulation Certificate Program in accordance with the requirements herein, and past performance, including three (3) references (including a. Name of Agency/Organization; b. Contract number; c. Contract type; d. Total contract value; e. Description of contract work; f. Contracting officer (or similar representative), telephone #, and email address) for contracts performed within the past 3 years that are similar in size and scope to this requirement; (12) A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration; and (13) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 60 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation. (ix) The provision at FAR 52.212-2, Evaluation - Commercial Items (Jan 1999), applies to this acquisition as follows: 52.212-2 Evaluation-Commercial Items (Jan 1999) (a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers: 1. Technical Approach and Understanding 2. Past Performance 3. Price Technical and past performance, when combined, are significantly more important than price. (b) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. (x) Offerors shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items, with its offer, or indicate that representations and certifications are available on-line in the Reps & Certs section of their System for Award Management (SAM) record available at https://www.sam.gov. (xi) FAR 52.212-4, Contract Terms and Conditions-Commercial Items (Jul 2013), applies to this acquisition and a statement regarding any addenda to the clause. (xii) FAR 52.212-5, Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Items (Jul 2013), applies to this acquisition. The following FAR clauses cited in this clause are applicable to the acquisition: 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note). 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jul 2013) (31 U.S.C. 6101 note). 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313). 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161). 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)). 52.222-3, Convict Labor (June 2003) (E.O. 11755). 52.222-21, Prohibition of Segregated Facilities (Feb 1999). 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212). 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212). 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). 52.222-54, Employment Eligibility Verification (JUL 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513). 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Jul 2013) (31 U.S.C. 3332). (xiii) Contract financing arrangements and warranty requirements are not applicable. The following clauses apply to this procurement: 52.216-1 Type of Contract (Apr 1984). The Government contemplates award of a firm-fixed price indefinite delivery indefinite quantity (IDIQ) contract resulting from this solicitation. 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 during the upon contract award through the period of performance. (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. 52.216-19 Order Limitations (October 1995). (a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $10,000.00, 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 $200,000.00; (2) Any order for a combination of items in excess of $600,000.00; or (3) A series of orders from the same ordering office within 30 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 30 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. 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 5 years of award of contract. MINIMUM AND MAXIMUM QUANTITIES As referenced in paragraph (b) of FAR 52.216-22, Indefinite Quantity, of this solicitation, the contract minimum established is $10,000.00. The contract maximum quantity is hereby established at the total amount of $649,000.00. 52.217-2 Cancellation Under Multi-year Contracts (Oct 1997). (a) "Cancellation," as used in this clause, means that the Government is canceling its requirements for all supplies or services in program years subsequent to that in which notice of cancellation is provided. Cancellation shall occur by the date or within the time period specified in the Schedule, unless a later date is agreed to, if the Contracting Officer- (1) Notifies the Contractor that funds are not available for contract performance for any subsequent program year; or (2) Fails to notify the Contractor that funds are available for performance of the succeeding program year requirement. (b) Except for cancellation under this clause or termination under the Default clause, any reduction by the Contracting Officer in the requirements of this contract shall be considered a termination under the Termination for Convenience of the Government clause. (c) If cancellation under this clause occurs, the Contractor will be paid a cancellation charge not over the cancellation ceiling specified in the Schedule as applicable at the time of cancellation. (d) The cancellation charge will cover only- (1) Costs- (i) Incurred by the Contractor and/or subcontractor; (ii) Reasonably necessary for performance of the contract; and (iii) That would have been equitably amortized over the entire multi-year contract period but, because of the cancellation, are not so amortized; and (2) A reasonable profit or fee on the costs. (e) The cancellation charge shall be computed and the claim made for it as if the claim were being made under the Termination for Convenience of the Government clause of this contract. The Contractor shall submit the claim promptly but no later than 1 year from the date- (1) Of notification of the non-availability of funds; or (2) Specified in the Schedule by which notification of the availability of additional funds for the next succeeding program year is required to be issued, whichever is earlier, unless extensions in writing are granted by the Contracting Officer. (f) The Contractor's claim may include- (1) Reasonable nonrecurring costs (see Subpart 15.4 of the Federal Acquisition Regulation) which are applicable to and normally would have been amortized in all supplies or services which are multi-year requirements; (2) Allocable portions of the costs of facilities acquired or established for the conduct of the work, to the extent that it is impracticable for the Contractor to use the facilities in its commercial work, and if the costs are not charged to the contract through overhead or otherwise depreciated; (3) Costs incurred for the assembly, training, and transportation to and from the job site of a specialized work force; and (4) Costs not amortized solely because the cancellation had precluded anticipated benefits of Contractor or subcontractor learning. (g) The claim shall not include- (1) Labor, material, or other expenses incurred by the Contractor or subcontractors for performance of the canceled work; (2) Any cost already paid to the Contractor; (3) Anticipated profit or unearned fee on the canceled work; or (4) For service contracts, the remaining useful commercial life of facilities. "Useful commercial life" means the commercial utility of the facilities rather than their physical life with due consideration given to such factors as location of facilities, their specialized nature, and obsolescence. (h) This contract may include an Option clause with the period for exercising the option limited to the date in the contract for notification that funds are available for the next succeeding program year. If so, the Contractor agrees not to include in option quantities any costs of a startup or nonrecurring nature that have been fully set forth in the contract. The Contractor further agrees that the option quantities will reflect only those recurring costs and a reasonable profit or fee necessary to furnish the additional option quantities. (i) Quantities added to the original contract through the Option clause of this contract shall be included in the quantity canceled for the purpose of computing allowable cancellation charges. (xiv) Defense Priority and Allocations System (DPAS) is not applicable. (xv) The due date and time for Quotes is Monday, August 26, 2013 at 2:00 pm local time (Eastern). Late quotes may not be accepted. Quotes shall be delivered to Nancy Foster, [email protected], and cc'd to Regina Mumford-Rush, [email protected], respectively. (xvi) All questions concerning this RFQ shall be submitted in writing to Nancy Foster at [email protected], no later than 3:00 p.m. local time (Eastern), Wednesday, August 14, 2013. Questions will not be answered orally. E-mail submission of questions is required. Questions submitted after the specified time/date may not be addressed.