16PBGC19R0008.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

The item(s) below are used for PBGC internal funding purposes only. The official Contract Line Item Number (CLIN) schedule is included in the Pricing Schedule.

The contractor shall invoice in accordance with the official CLIN schedule and with clause PBGC 52.232-7000 Submission of Invoices (Fixed-Price) (MAR 2017) and clause PBGC 52.232-7001 Submission of Invoices (Time and Material and Labor Hours) (MAR 2017)..

0001 The Offeror shall perform outside legal counsel services in accordance with the Performance Work Statement

(PWS).

Period of Performance: 11/28/2018 to 11/27/2019

1.00 EA

PAGE 3 OF 69 16PBGC19R0008

Table of Contents

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SUPPLIES OR SERVICES AND PRICE/COSTS

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 PERFORMANCE WORK STATEMENT

SECTION F DELIVERIES OR PERFORMANCE

F.1 DELIVERIES AND PERFORMANCE

SECTION G CONTRACT ADMINISTRATION DATA

G.1 CONTRACT ADMINISTRATION

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 SPECIAL CONTRACT REQUIREMENTS

SECTION I CONTRACT CLAUSES

I.1 52.202-1 DEFINITIONS (NOV 2013)

I.2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

I.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017)

I.4 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017)--ALTERNATE I (JAN 2017).30

I.5 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JUL 2018)

I.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.9 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

I.10 52.233-2 SERVICE OF PROTEST (SEP 2006)

I.11 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.12 52.242-15 STOP-WORK ORDER (AUG 1989)

I.13 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

I.14 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.15 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

I.16 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

I.17 PBGC 52.209-7002 HANDLING PBGC DATA (MAY 2017)

I.18 PBGC 52.212-1Instructions to Offerors -- Commercial Items (DEVIATION 18-01) (MAR 2018)

I.19 PBGC 52.215-7004 QUESTIONS CONCERNING THE SOLICITATION (OCT 2004)

I.20 PBGC 52.216-7003 CEILING PRICE (FEB 2013)

I.21 PBGC 52.231-7000 OTHER DIRECT COSTS (MAY 2012)

I.22 PBGC 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (SEPT 2017)

I.23 PBGC 52.232-7001SUBMISSION OF INVOICES (TIME AND MATERIAL AND LABOR-HOURS) (SEPT 2017)

I.24 PBGC 52.237-7000 KEY PERSONNEL (APR 2018)

I.25 PBGC 52.237-7002 FITNESS DETERMINATION (SEPT 2017)

I.26 PBGC 52.237-7007 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013)

I.27 PBGC 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (JAN 2012)

I.28 PBGC 52.242-7000 POSTAWARD CONFERENCE (MAR 2016)

I.29 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

I.30 PBGC 52.247-7000 PACKAGING AND MARKING (JAN 2012)

SECTION J LIST OF ATTACHMENTS

J.1 QUALITY ASSURANCE SURVEILLANCE PLAN

PAGE 4 OF 69 16PBGC19R0008

Table of Contents

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 INSTRUCTIONS TO OFFERORS

SECTION M EVALUATION FACTORS FOR AWARD

M.1 EVALUATION FACTORS FOR AWARD

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SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

PAGE 6 OF 69 16PBGC19R0008

B.1 SUPPLIES OR SERVICES AND PRICE/COSTS

SECTION B

SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 Description of Services

The Contractor shall propose fully burdened Labor Rates for the personnel necessary to perform the requirement described in Section C, entitled Performance Work Statement.

B.2. Pension Benefit Guaranty Corporation (PBGC) intends to issue Multiple IDIQ contracts. The contractor(s) shall perform the effort required by this contract as an Indefinite Delivery Indefinite Quantity (IDIQ) type contract, where Task Orders will be issued by PBGC as either a Labor Hour (LH) or Firm-Fixed-Price (FFP). The contract type will be determined at the Task Order level. The work shall be performed in accordance with the Section C, Performance Work Statement, and the basic contract resulting from this RFP No. 16PBGC19R0008. After contract award(s), task orders may be issued utilizing the contract vehicle. Issued Task Orders will be performance based.

B.3 Method of Pricing Task Orders.

The offeror must submit detailed pricing information for use in negotiating task orders under this IDIQ contract. Upon acceptance and negotiation of the price proposal, pricing will be included in the awarded IDIQ contracts and shall be used by the contractor in submitting proposals for specific task orders.

B.4 Minimum and Maximum Amounts

During the contract period of performance (including any options exercised), PBGC shall place orders with the IDIQ contractor totaling a minimum of $15,000 over the life of the contract. The minimum order amount the Pension Benefit Guaranty Corporation (PBGC) will guarantee the Contractor for the base year is $15,000.

The maximum IDIQ amount (i.e., the maximum ceiling for the IDIQ holder) shall not exceed

$60,000,000.00 over the life of the contract.

B.5 Other Direct Costs

The Contractor shall be reimbursed for the actual cost of other direct costs determined to be allowable in accordance with Part 31 of the Federal Acquisition Regulation and authorized by the Contracting Officer or his designee prior to the contractor incurring the charge. If Travel and Per Diem are authorized they will be reimbursed in accordance with the Federal Travel Regulation (FTR) in effect at the time the travel is authorized by PBGC. All travel requirements must be met using the most economical form of transportation available and must be scheduled sufficiently in advance to take advantage of offered

PAGE 7 OF 69 16PBGC19R0008

discount rates unless waived by the Contracting Officer. You may find the FTR at http://www.gsa.gov/portal/content/104790.

B.6 Ceiling Price

It is anticipated that the total cost to the Government for performance of this contract shall not exceed the ceiling price set forth in Section B for the Base Year Performance Period, and any Option Periods, and the contractor agrees to use its best efforts to perform the work specified in the schedule and all obligations under this contract within the ceiling price. If at any time the contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price set forth in this clause, the contractor shall notify the Contracting Officer in writing, giving a revised estimate of the total price to the Government for performing this contract, with supporting reasons and documentation. If, at any time during the performance of this contract, the contractor has reason to believe the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price the contractor shall notify the Contracting Officer in writing, giving a revised estimate of the total price to the Government for performing this contract, with supporting reasons and documentation. If, at any time during the performance of this contract, the Government has reason to believe the work required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the contractor, giving them the revised estimate of the total amount of effort to be required under this contract. The ceiling price for each contract period is shown in the clause title Price/Cost. The Government shall not be obligated to pay the contractor any amount in excess of the ceiling price, and the contractor will not be obligated to continue performance, if to do so would exceed the ceiling price, unless and until the Contracting Officer notifies the contractor in writing that the ceiling price has been increased and of the new ceiling price of the contract. Once the Contracting Officer increases the ceiling price, any otherwise allowable hours and material costs incurred by the contractor which were in excess of the previous ceiling price before the increase shall be allowable to the same extent as if the hours had been expended or costs incurred after the increase in the ceiling price.

B.7. Price Schedule

Note: All work performed as direct labor under this IDIQ contract must be provided within the specific hours and at the hourly rate established for each labor category herein. The labor rates proposed will be fully burdened rates and include direct labor, and all direct costs. The contractor's proposal should detail those costs that it anticipates potentially billing as other direct costs.

PAGE 8 OF 69 16PBGC19R0008

The Contractor shall perform services in accordance with the Performance Work Statement, Section C.

Other Direct Costs (ODCs). ODCs, if required, may include but not limited to travel and travel related expenses in performance of issued task orders. The ODC amount will be identified in each individual task order.

Base Period: November 28, 2018 – November 27, 2019

CLIN Labor Category

Not to Exceed (NTE) Estimated

Hours Hourly Rate Total 0001 Lead Attorney 6300

Senior Partner 4000 Junior Partner 1600 Senior Associate 400 Junior Associate 1400 Paralegal 2000 Law Clerk/Intern 842

CLIN 0002 Other Direct Costs (ODCs) ODCs if included, may include but not limited to travel and travel related expenses. Support in performance of task order projects in support of the issued task order projects. The ODC amount will be identified in each individual task order

TO BE

DETERMINED

AT THR TASK

ORDER LEVEL

Base Period Total:

PAGE 9 OF 69 16PBGC19R0008

Option Period 1: November 28, 2019 – November 27, 2020

CLIN Labor Category

Not to Exceed (NTE) Estimated

Hours Hourly Rate Total 1001 Lead Attorney 6300

Senior Partner 4000 Junior Partner 1600 Senior Associate 400 Junior Associate 1400 Paralegal 2000 Law Clerk/Intern 842

CLIN 1002 Other Direct Costs (ODCs) ODCs if included, may include but not limited to travel and travel related expenses. Support in performance of task order projects in support of the issued task order projects. The ODC amount will be identified in each individual task order

TO BE

DETERMINED

AT THR TASK

ORDER LEVEL

Option Period 1 Total:

PAGE 10 OF 69 16PBGC19R0008

Option Period 2: November 28, 2020 – November 27, 2021

Not to Exceed (NTE) Estimated

Hours Hourly Rate Total 2001 Lead Attorney 6300

Senior Partner 4000 Junior Partner 1600 Senior Associate 400 Junior Associate 1400 Paralegal 2000 Law Clerk/Intern 842

CLIN 2002 Other Direct Costs (ODCs) ODCs if included, may include but not limited to travel and travel related expenses. Support in performance of task order projects in support of the issued task order projects. The ODC amount will be identified in each individual task order

TO BE

DETERMINED

AT THR TASK

ORDER LEVEL

Option Period 2 Total:

PAGE 11 OF 69 16PBGC19R0008

Option Period 3: November 28, 2021 – November 27, 2022

Not to Exceed (NTE) Estimated

Hours Hourly Rate Total 3001 Lead Attorney 6300

Senior Partner 4000 Junior Partner 1600 Senior Associate 400 Junior Associate 1400 Paralegal 2000 Law Clerk/Intern 842

CLIN 3002 Other Direct Costs (ODCs) ODCs if included, may include but not limited to travel and travel related expenses. Support in performance of task order projects in support of the issued task order projects. The ODC amount will be identified in each individual task order

TO BE

DETERMINED

AT THR TASK

ORDER LEVEL

Option Period 3 Total:

PAGE 12 OF 69 16PBGC19R0008

Option Period 4: November 28, 2022 – November 27, 2023

Not to Exceed (NTE) Estimated

Hours Hourly Rate Total 4001 Lead Attorney 6300

Senior Partner 4000 Junior Partner 1600 Senior Associate 400 Junior Associate 1400 Paralegal 2000 Law Clerk/Intern 842

CLIN 4002 Other Direct Costs (ODCs) ODCs if included, may include but not limited to travel and travel related expenses. Support in performance of task order projects in support of the issued task order projects. The ODC amount will be identified in each individual task order

TO BE

DETERMINED

AT THR TASK

ORDER LEVEL

Option Period 4 Total:

Grand Total (Base + Options):

PAGE 13 OF 69 16PBGC19R0008

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

PAGE 14 OF 69 16PBGC19R0008

C.1 PERFORMANCE WORK STATEMENT

SECTION C

PERFORMANCE WORK STATEMENT

1. Introduction and Background The Pension Benefit Guaranty Corporation (PBGC), a wholly owned U.S government corporation, administers the pension plan termination insurance program established by title IV of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The PBGC protects the retirement income of about 44 million workers in more than 27,000 private defined benefit pension plans.

The PBGC Office of the General Counsel (OGC) is responsible for ERISA - related legal functions;

these include, but are not limited to, representing PBGC in litigation in state and federal courts, representing PBGC in bankruptcy and insolvency proceedings, providing internal legal advice, and providing expertise necessary to support negotiations and settlements.

2. Purpose

PBGC seeks to retain contractors to perform work as outside counsel in order to enhance OGC capabilities in various substantive legal areas identified herein and increase its ability to rely on emergency contracting procedures when the need arises.

3. Scope of Work

PBGC plans to enter into Indefinite Delivery Indefinite Quantity (IDIQ) contracts for outside counsel services with qualified legal firms. All work under the contracts shall be scheduled by issuance of specific task orders for services as they are required. The task orders may be labor-hour or firm fixed price. The Contract Type will be determined at the Task Order level.

The services required by the task order shall include, but are not limited to, assistance in the following areas:

• large and protracted bankruptcy or other court proceedings;

• bankruptcy and reorganization litigation, including issues of the allowance and priority of PBGC claims in bankruptcy;

• complex business transactions and financial transactional matters;

• security arrangements;

• uniform commercial code matters;

• complex trial and appellate litigation;

• legal and factual research, including reviewing and analyzing relevant facts and documents;

• conducting and defending against discovery;

• engaging and preparing experts;

• researching and drafting memoranda, pleadings, briefs and other legal documents;

• filing documents with courts and other administrative bodies;

• assisting with negotiations and settlements;

PAGE 15 OF 69 16PBGC19R0008

• providing advice on settlement implementation; and

• any other related or ancillary tasks in furtherance of the interest of PBGC, including subcontracting for services when appropriate.

Performance under any task order shall occur in any part of the United States; there may be instances when an international presence is required. Among the courts in which performance may be required are the Supreme Court of the United States, federal district and appellate courts throughout the United States, state courts, and bankruptcy courts throughout the United States. PBGC notes that the majority of its significant recent bankruptcy litigations have been in the following jurisdictions:

• District of Delaware

• Southern District of New York

• Northern District of Illinois

• Eastern District of Michigan

• Western District of Pennsylvania

• Northern District of Ohio

4. Commencement of Work and Performance of Tasks

The contractor shall be required to commence work upon very short notice. Accordingly, the contractor must have sufficient depth and breadth of resources to handle assignments set forth in task orders in an efficient manner and under narrow time constraints.

5. Deliverables

Depending upon the nature of the work needed, the Contractor will provide a team of experienced bankruptcy experts/litigators, federal court litigators, and/or transactional lawyers, in each case supported as necessary by other attorneys, paralegal specialists, and administrative staff, to meet PBGC’s requirements.

6. Conflict of Interest

The Contract shall affirm that it, and it subsidiaries and affiliates have no conflicts of interest with PBGC or any of the parties in the bankruptcy proceedings.

7. Summary of Billable Hours

Beginning on the first calendar day of each month, the Contractor shall send PBGC an email summary of the billable hours spent by each of its team members on all requirements. The summary shall also include an estimate of pre-approved direct costs and out of pocket expenses incurred to date in supporting PBGC’s requirement. Additional summaries may be requested on expeditious cases that require more frequent review of burn rates. Invoicing for billable hours will be paid monthly in the arrears.

8. Out of Pocket Expenses

PBGC shall reimburse the Contractor for reasonable out-of pocket expenses, including travel to and from the Contractor’s offices and PBGC’s offices and the Bankruptcy Court(s) at the Federal Government Travel Rates.

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9. Place of Performance

PBGC anticipates that work under the contract will be performed at the contractor’s offices, PBGC offices in Washington, DC, and other areas including tele-conference calls and via email.

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SECTION F

DELIVERIES OR PERFORMANCE

PAGE 18 OF 69 16PBGC19R0008

F.1 DELIVERIES AND PERFORMANCE

SECTION F

DELIVERIES AND PERFORMANCE

F1. Period of Performance

This contract is comprised of One (1) Twelve Month Base Period and Four ( 4) Twelve (12) Month Option Periods. It shall be effective on the date of the cognizant Contracting Officer's signature, unless otherwise so noted. More specifically, the Contract's Period-of-Performance shall subscribe to the following schedule:

Base Period: November 28, 2018 – November 27, 2019

Option Period 1: November 28, 2019 – November 27, 2020

Option Period 2: November 28, 2020 – November 27, 2021

Option Period 3: November 28, 2021 – November 27, 2022

Option Period 4: November 28, 2022 – November 27, 2023

F2. Place of Performance

All work required under this contract, and its issued Task Orders shall be performed at the Contractor's facilities, unless otherwise stated in the individual Task Order.

F.3 Place of Delivery

All contract deliverables must be delivered to the Contracting Officers Representative (COR) as identified in Section G of the Contract, unless otherwise indicated at the Task Order Level.

F.4 Contract Type

The Government intends to award multiple Indefinite Delivery Indefinite/Quantity (IDIQ) contracts that will provide for Task Orders to be issued as a Labor Hour (LH) or Firm-Fixed-Price (FFP).

F. 5 Task Orders

Task orders will be placed during the period of performance of the contract. The Contractor shall perform the stated services as issued in each task order, and within the Task Order Period of Performance. Issued Task Orders will typically be for 12 months, but could be less if so required.

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F. 6 Certification of Reports

The Contractor, though the identified Project Manager shall provide a certification as to the accuracy and the completeness of all work performed. This certification must be in a format approved by the

COR.

PAGE 20 OF 69 16PBGC19R0008

SECTION G

CONTRACT ADMINISTRATION DATA

PAGE 21 OF 69 16PBGC19R0008

G.1 CONTRACT ADMINISTRATION

SECTION G

CONTRACT ADMINISTRATION

G.1 Ordering Procedures

(a) The following individuals and activities are authorized to issue task orders hereunder: Any Contracting Officer from the PBGC Procurement Department as assigned.

(b) Issued Task Orders (TO) will be Performance Based. The TO Performance Work Statement PWS developed by the Government will define the effort to be performed and will be in scope of this Contract. The TO statement will include relevant background information, task objective, description of the work, delivery and performance schedule, and place of performance. Any specific requirements, government furnished materials, and travel will be identified. The estimated level of effort may be disclosed. The contractor will be required to submit technical and price proposals by the date required by the government. The due date will ordinarily be 7 days from date of request. However, the due date may vary dispending on the circumstances of each Task Order. The complexity and price of the Task Order will determine the technical and price proposal submission and can be written or by oral presentation. Electronic transmittal of Task Order requests, and submissions, or other forms of communications may be used.

(c) Technical proposals submitted will include offeror’s understanding of the work, a detailed work plan, proposed delivery schedule, and any special assumptions. A breakout of hours by labor category must be included and resumes of personnel performing under the task order submission.

(d) Price proposals must be submitted for each task order request and must be in sufficient detail to facilitate an audit if deemed necessary. The Price proposal must include the following information:

Labor Hour

(1) Rates for each Labor Category

(2) Total number of hours required per labor category;

(3) Any other direct costs, broken out by element; and

(4) Total price for performing the work.

Firm Fixed Price

(1) Breakdown of the Contractors Price and include rates for each Labor Category

(2) Breakdown of the total number of hours required per labor category;

(3) Any other direct costs, broken out by element;

(4) A ceiling price (if applicable); and

(4) Total fixed price for performing the work.

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Proposals will be competitively evaluated using criteria established in the Task Order.

G. 2 IDIQ Point of Contact (POC)

The contractor must designate below the person(s) the Government may contact for prompt action on matters pertaining to administration of this Contract.

PRIMARY:

Name:

Telephone:

Email:

Alternate:

Name:

Telephone:

Email:

PAGE 23 OF 69 16PBGC19R0008

SECTION H

SPECIAL CONTRACT REQUIREMENTS

PAGE 24 OF 69 16PBGC19R0008

H.1 SPECIAL CONTRACT REQUIREMENTS

SPECIAL CONTRACT REQUIREMENTS

H.1 Key Personnel Minimum Qualifications

Lead Partner:

Education: Shall have Law Degree (JD) from ABA approved law school.

General Experience: Ten+ years of legal practice since first admitted to bar, including five years as a law firm partner or equivalent position. Must be licensed to practice law in one or more states and/or the District of Columbia.

Specific Experience: Expertise in corporate, tax, bankruptcy, real estate, ERISA or securities law. Must have supervisory skills to manage complex legal matters and oversee the professional performance of associates, counsel and legal assistants.

Senior Partner:

Education: Shall have Law Degree (JD) from ABA approved law school.

General Experience: Ten+ years of legal practice since first admitted to bar, including five years as a law firm partner or equivalent position. Must be licensed to practice law in one or more states and/or the District of Columbia.

Specific Experience: Expertise in corporate, tax, bankruptcy, real estate, ERISA or securities law. Must have supervisory skills to manage complex legal matters and oversee the professional performance of associates, counsel and legal assistants.

Junior Partner:

Education: Shall have Law Degree (JD) from ABA approved law school.

General Experience: Five+ years of legal practice since first admitted to bar including one year as a law firm partner or equivalent position. Must be licensed to practice law in one or more states and/or the District of Columbia.

Specific Experience: Expertise in corporate, tax, bankruptcy, real estate, ERISA or securities law. Must have supervisory skills to oversee the professional performance of associates, counsel and legal assistants.

PAGE 25 OF 69 16PBGC19R0008

SECTION I

CONTRACT CLAUSES

I.1 52.202-1 DEFINITIONS (NOV 2013)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR

2.101 in effect at the time the solicitation was issued, unless--

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(d) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

I.2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

(a) Definitions. As used in this provision-- "Administrative proceeding" means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

"Federal contracts and grants with total value greater than $10,000,000" means--

(1) The total value of all current, active contracts and grants, including all priced options;

and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

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

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked "has" in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in--

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database at https://www.acquisition.gov (see 52.204-7).

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(End of provision)

I.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign itsrights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price andextended price of the items delivered;

(v) Shipping number and date of shipment, including the billof lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

(1) Items accepted. Payment shall be made for items acceptedby the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due.

The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

PAGE 28 OF 69 16PBGC19R0008

(l) Termination for the Government`s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor`s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government`s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, doing business as name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day`s written notification of its intention to

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12; and

PAGE 29 OF 69 16PBGC19R0008

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the Suspension of Payment paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor`s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the Suspension of payment paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v)Incorporation by reference. The Contractor`s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

I.4 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017)--ALTERNATE I (JAN 2017)

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performanceof these duties.

(3) Unless otherwise…