16PBGC21R0015.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.

DATED . 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 items below are used for PBGC internal funding purposes only. The official Contract Line Item Number (CLIN) schedule follows in Section B. The contractor shall invoice in accordance with the official CLIN schedule and IAW clauses PBGC 52.232-7000.

Period of Performance:

Base Year: November 15, 2021 - November 14, 2022 Option Year 1: November 15, 2022 - November 14, 2023 Option Year 2: November 15, 2023 - November 14, 2024 Option Year 3: November 15, 2024 - November 14, 2025 Option Year 4: November 15, 2025 - November 14, 2026

0001 The Contractor shall perform the services in accordance with the Statement of Work (SOW), as required in Section C - Description/ Specifications/ Work Statement of this award for the Securities Lending Program/ Benchmarking

PR NUMBER: RQ-23-21-000095

DELIVERY DATE: 11/14/2022

SHIP TO:

PENSION BENEFIT GUARANTY CORPORATION

WORKPLACE SOLUTIONS DEPARTMENT

1200 K ST NW

WASHINGTON DC 200005-4026

FOB : Destination Period of Performance: 11/15/2021 to 11/14/2022

1.00 EA

PAGE 3 OF 90 16PBGC21R0015

Table of Contents

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Supplies or Services and Prices

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Statement of Work

SECTION D PACKAGING AND MARKING

D.1 PBGC 52.247-7000 PACKAGING AND MARKING (JAN 2012)

SECTION E INSPECTION AND ACCEPTANCE

E.1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

E.2 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

E.3 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

SECTION G CONTRACT ADMINISTRATION DATA

G.1 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

G.2 PBGC 52.207-7001CONTRACTOR TELEWORK (MAY 2020)

G.3 PBGC 52.215-7003 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

G.4 PBGC 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (SEPT 2017)

G.5 PBGC 52.232-7006SUBMISSION OF INVOICES/VOUCHERS - IPP (OCT 2018)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

H.2 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

H.3 PBGC 52.209-7002 HANDLING PBGC DATA (MAY 2017)

H.4 PBGC 52.232-7001SUBMISSION OF INVOICES (TIME AND MATERIAL AND LABOR-HOURS) (SEPT 2017)

H.5 PBGC 52.237-7000 KEY PERSONNEL (APR 2018)

H.6 PBGC 52.237-7002 FITNESS DETERMINATION (APR 2019)

SECTION I CONTRACT CLAUSES

I.1 52.203-3 GRATUITIES (APR 1984)

I.2 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I.3 52.203-7ANTI-KICKBACK PROCEDURES (JUN 2020)

I.4 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY

2014)

I.5 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

I.6 52.203-13CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020)

I.7 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

(JUN 2010)

I.8 52.203-16PREVENTING PERSONAL CONFLICTS OF INTEREST (JUN 2020)

I.9 52.203-17CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (JUN 2020)

I.10 52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS--REPRESENTATION (JAN 2017)

I.11 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS

(JAN 2017)

I.12 52.204-16COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (AUG 2020)

I.13 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

I.14 52.204-24REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (OCT 2020)

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Table of Contents

I.15 52.204-25PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT (AUG 2020)

I.16 52.204-26COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES--REPRESENTATION (OCT 2020)

I.17 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

I.18 52.209-12CERTIFICATION REGARDING TAX MATTERS (OCT 2020)

I.19 52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

I.20 52.212-3OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (FEB 2021)

I.21 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I.22 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.23 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

SECTION J LIST OF ATTACHMENTS

J.1 Attachment 1: Questionnaire

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 52.212-1INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JUN 2020)

K.2 52.212-3OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (FEB 2021)

K.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (OCT 2018)

K.4 52.212-5CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JAN 2021)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 Instructions, Conditions, and Notices to Offerors

SECTION M EVALUATION FACTORS FOR AWARD

M.1 Evaluation Criteria

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SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Supplies or Services and Prices

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SUPPLIES OR SERVICES AND PRICES

1. DESCRIPTION OF SERVICES

The Contractor shall perform all services for Securities Lending Benchmarking to the PBGC as listed in the Statement of Work (SOW). This procurement will be a hybrid contract (firm fixed price and labor hour). The Contractor shall provide the services necessary to perform the effort described in the Statement of Work. For evaluation purposes only, the evaluated price for this procurement, Securities Lending Benchmarking Services, shall be based on the sum of the Base and all Option periods for: Annual Benchmarking Services, Quarterly Benchmarking Services, 10 hours of Ad Hoc Advice pricing, one (1) Virtual Briefing per year and one (1) in-person briefing per year.

PBGC will inform the offeror which optional CLINS will be exercised at award for the base period. If the Option Periods are exercised, PBGC will inform the offeror of the necessary needed optional

CLINS.

2. CONTRACT LINE ITEMS (CLINS) – ANNUAL BENCHMARKING

The contractor shall provide firm fixed pricing for the CLINS outlined in the table below in accordance with the Statement of Work.

ANNUAL BENCHMARKING SERVICES

CLIN Description of Services QTY Unit of

Measure Total

Extended Price

0001 The contractor shall provide Securities Lending Benchmarking Services – Base Period November 15, 2021 – November 14, 2022

1 Yearly

1001 The contractor shall provide Securities Lending Benchmarking Services – Option Period 1 November 15, 2022 – November 14, 2023

1 Yearly

2001 The contractor shall provide Securities Lending Benchmarking Services – Option Period 2 November 15, 2023 – November 14, 2024

1 Yearly

3001 The contractor shall provide Securities Lending Benchmarking Services – Option Period 3 November 15, 2024 – November 14, 2025

1 Yearly

4001 The contractor shall provide Securities Lending Benchmarking Services – Option Period 4 November 15, 2025 – November 14, 2026

1 Yearly

Total Annual Benchmarking Service Extended Price $

3. OPTIONAL CONTRACT LINE ITEMS (CLINS) – QUARTERLY BENCHMARKIN

The contractor shall provide a firm fixed price for quarterly benchmarking services in accordance with the Statement of Work in the table below.

Quarterly Benchmarking Services CLIN Description of Services QTY Unit of

Measure Total Extended

Price 0002 The contractor shall provide Securities Lending Benchmarking

Services:Base Period November 15, 2021 – November 14, 2022 4 Quarterly

1002 The contractor shall provide Securities Lending Benchmarking Services: Option Period 1 November 15, 2022 – November 14, 2023

4 Quarterly

2002 The contractor shall provide Securities Lending Benchmarking Services: Option Period 2 November 15, 2023 – November 14, 2024

4 Quarterly

3002 The contractor shall provide Securities Lending Benchmarking Services: Option Period 3 November 15, 2024 – November 14, 2025

4 Quarterly

PAGE 7 OF 90 16PBGC21R0015

CLIN Description of Services QTY Unit of Measure

Total Extended Price

4002 The contractor shall provide Securities Lending Benchmarking Services: Option Period 4 November 15, 2025 – November 14, 2026

4 Quarterly

Total Quarterly Benchmarking Service Extended Price $

4. OPTIONAL CONTRACT LINE ITEMS (CLINS) – AD HOC ADVICE

The contractor shall provide an hourly rate for ad hoc advice using the pricing table below. For evaluation purposes, Ad Hoc Advice shall be based on 10 hours.

Ad Hoc Advice CLIN Description Unit of

Measure Unit Price Unit of

Measure Total

Evaluated Price

0003 Optional CLIN: Ad hoc advice Task 3 – Base Period November 15, 2021 – November 14, 2022

Hourly 10 Hours

1003 Optional CLIN: Ad hoc advice Task 3 – Option Period 1 November 15, 2022 – November 14, 2023

Hourly 10 Hours

2003 Optional CLIN: Ad hoc advice Task 3 – Option Period 2 November 15, 2023 – November 14, 2024

Hourly 10 Hours

3003 Optional CLIN: Ad hoc advice Task 3 – Option Period 3 November 15, 2024 – November 14, 2025

Hourly 10 Hours

4003 Optional CLIN: Ad hoc advice Task 3 – Option Period 4 November 15, 2025 – November 14, 2026

Hourly 10 Hours

Total Ad Hoc Advice Price $ *Requests for Ad Hoc Advice will be made via email as needed.

5. OPTIONAL CONTRACT LINE ITEMS (CLINS) – BRIEFS DELIVERED IN PERSON

The contractor shall provide firm fixed pricing for one trip in each period of performance. Contractor shall be available to brief PBGC senior management, Board of Directors or Advisory Council in person.

These optional CLINs shall be included in the total evaluated price. CLINs 0004-4004 below are for briefs delivered in person. Contractor shall include all costs in these optional CLINs to arrange and pay for all associated labor and transportation pricing to PBGC’s offices to deliver the brief. Please note that providing optional CLINs pricing does not obligate the Government to exercise these CLINs. Requests for these CLINS will be made via email as needed.

BRIEFS DELIVERED IN PERSON

CLIN Description Quantity Unit of

Measure Price (Not to

Exceed) 0004 Optional CLIN: Brief delivered in person.

Task 5 – Base Period November 15, 2021 – November 14, 2022

1 Briefing

1004 Optional CLIN: Brief delivered in person.

Task 5 – Option Period 1 November 15, 2022 – November 14, 2023

1 Briefing

2004 Optional CLIN: Brief delivered in person.

Task 5 – Option Period 2 November 15, 2023 – November 14, 2024

1 Briefing

3004 Optional CLIN: Brief delivered in person.

Task 5 – Option Period 3 November 15, 2024 – November 14, 2025

1 Briefing

4004 Optional CLIN: Brief delivered in person.

Task 5 – Option Period 4 November 15, 2025 – November 14, 2026

1 Briefing

Total Briefs Delivered in Person $

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6. OPTIONAL CONTRACT LINE ITEMS (CLINS) –BRIEFS DELIVERED REMOTELY

The contractor shall provide firm fixed pricing for Virtual (WebEx, Teams, Teleconference, phone call) briefings to the PBGC Board of Directors, Advisory Committee, or senior management for Task #5.

Additionally, the Contractor shall be available to brief PBGC senior management, Board of Directors or Advisory Council remotely. These optional CLINs shall be included in the total evaluated price. Please note that travel should not be included in the price of the CLINs below and that providing optional CLINs pricing does not obligate the Government to exercise these CLINs. Requests for these CLINS will be made via email as needed.

BRIEFS DELIVERED REMOTELY

CLIN Description Quantity Unit of

Measure Price (Not to

Exceed) 0005 Optional CLIN: Brief delivered remotely.

Task 5 – Base Period November 15, 2021 – November 14, 2022

1 Briefing

1005 Optional CLIN: Brief delivered remotely.

Task 5 – Option Period 1 November 15, 2022 – November 14, 2023

1 Briefing

2005 Optional CLIN: Brief delivered remotely.

Task 5 – Option Period 2 November 15, 2023 – November 14, 2024

1 Briefing

3005 Optional CLIN: Brief delivered remotely.

Task 5 – Option Period 3 November 15, 2024 – November 14, 2025

1 Briefing

4005 Optional CLIN: Brief delivered remotely.

Task 5 – Option Period 4 November 15, 2025 – November 14, 2026

1 Briefing

Total Briefs Delivered Remotely $

Categories Total Extended Price Annual Benchmarking $ Quarterly Benchmarking $ Ad Hoc Advice $ Virtual Briefing $ In-Person Briefing $ Total Evaluated Price $

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SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Statement of Work

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STATEMENT OF WORK

PROJECT TITLE: SECURITIES LENDING BENCHMARKING SERVICES

1. BACKROUND

The Employee Retirement Income Security Act of 1974 (ERISA) established Pension Benefit Guaranty Corporation (PBGC) as a federal corporation to encourage the growth of defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum. Defined benefit pension plans promise to pay a specified monthly benefit at retirement, commonly based on salary and years on the job.

PBGC, a wholly owned United States Government corporation, administers the insurance program and termination process for most private-sector defined benefit pension plans that are tax-qualified under the Internal Revenue Code. PBGC is headed by a Director who reports to a board of directors consisting of the Secretaries of Labor, Commerce, and Treasury, with the Secretary of Labor as Chairman. General tax revenues do not fund PBGC.

PBGC collects insurance premiums from employers that sponsor insured pension plans, earns money from investments, and receives the assets of the pension plans it terminates. PBGC manages all these assets under an investment policy approved by the Board of Directors.

PBGC’s funds are separated into two funds: a Revolving Fund which holds the premiums received and a Trust Fund which holds the assets of terminated plans.

PBGC maintains two separate investment funds. The Revolving Fund (valued at approximately $51.6 billion as of September 30, 2020) receives all premium payments and is invested solely in “book-entry” U.S. Government securities held at the U.S. Treasury (these assets are not lendable).

The Trust Fund (valued at approximately $77.9 billion as of September 30, 2020) receives assets from terminated plans (the majority of these assets are lendable). Trust Fund assets can be more flexibly invested than Revolving Fund assets such that possible asset classes include domestic and international equities and domestic and international debt obligations. In addition, the Trust Fund holds other assets such as insurance contracts from terminated plans and illiquid assets received from settlement of employer liability claims.

The Trust Fund has two securities lending programs. First, the Custodian Agent lending program lends the PBGC's assets held separately managed accounts ($43.4B of lendable assets in 36 separate accounts as of 9/30/2020). Second, PBGC invests in commingled index funds that participate in securities lending (8 commingled funds and one ETF with $17.1B in lendable assets as of 9/30/2020).

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2. SCOPE

PBGC seeks to procure a hybrid contract to provide securities level benchmarking services for the Custodian Agent Lending Program and the securities lending associated with commingled funds that participate in securities lending. The securities lending benchmarking service provider will benchmark lending performance metrics (utilization, return on assets lent, and income at an individual asset level and at a summary level), review cash collateral reinvestment funds, assess overall program performance and risk and update the PBGC on current market events and regulations. Benchmarking will be provided in a summary report and discussion which is expected to take place on a quarterly and annual basis. The service provider will also include attendance for PBGC staff at securities lending conferences, seminars and webinars offered by the service provider that are relevant to institutional asset owners. Service may include ad hoc advice (typically consisting of 5-10 hours annually) and briefings to senior level management such as the PBGC Board of Directors or Advisory Committee of the PBGC (this has not been utilized/required historically and is expected to be required in rare instances).

The services sought in this procurement are for evaluation of agent lender performance and to understand the securities lending market environment to give this performance context.

These minimum qualifications can be met by one person or by a combination of multiple personnel who in total have subject matter expertise that cover the minimum qualifications listed. This understanding is intended to accomplish the following:

• provide an arm’s length check on securities lending performance by the PBGC's agent lenders.

• support a robust and informed discussion with and oversight of the PBGC's agent lenders (Corporate Investment Division (CID) staff meet with personnel from PBGC's agent lenders at least twice per year as part of the annual due diligence process. CID staff also have quarterly calls with the agent lenders following review of benchmarking reports).

-ensure that best practices can be adopted (to the extent permitted) -understand, manage, and minimize unnecessary risk in the programs -identify missed opportunities in securities lending -anticipate and understand the implications of regulatory changes to Lending Programs (including borrowers, agent lenders, other beneficial owners, and ERISA beneficial owners in particular)

Current custodians and commingled fund managers include:

• State Street, custodian for all separate accounts and

• BlackRock as the investment manager for index commingled funds.

3. SPECIFIC TASKS

Task 1

• The Contractor shall provide Annual Benchmarking Reports. Compare the individual securities loans made by each of PBGC's agent lenders to loans made by the appropriate universe of lenders. The performance metrics to be compared include utilization, return on assets lent, and income (intrinsic and cash collateral earnings) at an individual asset level. These performance metrics are to be aggregated and summarized for the prior year at an asset class, fund type and agent lender level. Provide a summary list of individual

PAGE 12 OF 90 16PBGC21R0015

securities and trades that were noteworthy for the fiscal year (PBGC’s fiscal year is from October 1 to September 30). Summary lists categories shall include top income earning securities, top performing trades, bottom performing trades. Review the cash collateral investment vehicle(s). Cash collateral reinvestment is not indemnified. Assess the risk of the cash collateral funds used by PBGC's agent lenders for cash collateral reinvestment. Review noncash collateral lending. Assess noncash collateral received relative to ability of agent lender to liquidate collateral if necessary.

Task 2

• The Contractor shall provide Quarterly Benchmarking Reports. Compare the individual securities loans made by each of PBGC's agent lenders to loans made by the appropriate universe of lenders. The performance metrics to be compared include utilization, return on assets lent, and income (intrinsic and cash collateral earnings) at an individual asset level. These performance metrics are to be aggregated and summarized for the prior quarter at an asset class, fund type and agent lender level. Provide a summary list of individual securities and trades that were noteworthy for the quarter (top income earning securities, top performing trades, bottom performing trades). Review the cash collateral investment vehicle(s). Cash collateral reinvestment is not indemnified. Assess the risk of the cash collateral funds used by PBGC's agent lenders for cash collateral reinvestment. Review noncash collateral lending. Assess noncash collateral received relative to ability of agent lender to liquidate collateral if necessary.

Task 3

• The Contractor shall provide commentary on current market events on a quarterly basis.

Explain trends in the securities lending marketplace, covering market participants (beneficial owners, agent lenders, borrowers, intermediaries) and regulations and market structure (e.g., CCPs). Review changes in trade types and performance metrics at a total marketplace level. Explain how lending is affected by substitution of competing financial products (total return swaps, options, ETFs). Discuss changes in risks and operations in the securities lending marketplace. Discuss changes in agent lender performance, and risk control practices and indemnification practices.

Task 4

• The Contractor shall provide ad hoc advice on changing program parameters. Ad hoc advisory support requests will be focused on the PBGC Securities Lending program and how to improve it. Examples of potential support requests include the following: actions needed to facilitate agent lender use of Centrally Counterparty Clearing House, pros and cons to move to separate accounts for cash collateral, review of guidelines for cash reinvestment account, or use of new instruments in cash collateral funds.

Task 5

• The Contractor shall be available to brief PBGC upper management, Board of Directors or Advisory Council. Historically (over the past 10 years), the PBGC has not required such a briefing. The Securities Lending Briefing to PBGC Leadership shall cover the PBGC securities program performance or another securities lending or cash management

PAGE 13 OF 90 16PBGC21R0015

topic of interest to PBGC leadership. The Corporate Investment Division will confirm the focus of the briefing.

4. APPLICABLE DOCUMENTS

The PBGC lending program is permitted by the Investment Policy Statement. It states, "Securities lending to generate income through a low-risk collateral investment strategy is allowed, consistent with parameters established by the Board and investment policies and guidelines."

5. DELIVERABLES AND DELIVERY SCHEDULE

Deliverable 1 - Annual Benchmarking Report and discussion (Task 1) Due Date: Expected within 45 days of "end" fiscal year end (PBGC fiscal year ends September 30) Format: PDF and phone call Deliverable 2 - Quarterly Benchmarking Report and discussion (Task 2) Due Date: Expected within 45 days of "each" quarter end Format: PDF and phone call Deliverable 3 - Recurring market events discussion (Task 3) Due Date: Expected within 45 days of "each" quarter end or "each" monthly if available Format: PDF, PowerPoint, Webcast, Teleconference, email Deliverable 4 - Ad hoc advice (Task 4) Due Date: Within 5 working days of written (email) request; and Format: Word (track changes comments), or comments or recommendations on program changes, best practice adoption or risk mitigation in an Email or Phone Call Deliverable 5 - The Contractor shall prepare a draft Securities Lending presentation Due Date: Deliver the presentation document days before the scheduled briefing.

Government will have 5 days to review the presentation and request changes. The Contractor will have 5 days to complete changes and submit the final presentation. The Contractor shall present the briefing in person or by VTC, or web delivered video at the PBGC location in Washington D.C. (Task 5) Format: Microsoft PowerPoint briefing unlikely to exceed one hour in length and the presentation document shall be no longer than 40 slides. Contractor travel may be required as a part of Deliverable (5 days over the course of the contract).

6. PLACE OF PERFORMANCE

All work required under this contract shall be performed at the Contractor’s site. The Contractor shall not perform duties at any PBGC facility.

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7. PERIOD OF PERFORMANCE

PBGC anticipates the period of performance to include a 12-Month Base Period plus four (4) 12-month Option Periods.

Base Period – November 15, 2021 – November 14, 2022

Option Period 1 – November 15, 2022 – November 14, 2023

Option Period 2 – November 15, 2023 – November 14, 2024

Option Period 3 – November 15, 2024 – November 14, 2025

Option Period 4 – November 15, 2025 – November 14, 2026

The Contractor shall commence work upon notice of award. PBGC will inform the offeror which optional CLINs will be exercised at award for the base period. For the Option Periods, PBGC will inform the offeror of the necessary needed optional CLINs.

8. GOVERNMENT-FURNISHED EQUIPMENT AND INFORMATION (GFE/GFI)

No Government-furnished property will be provided to the Contractor to perform the contract.

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SECTION D

PACKAGING AND MARKING

D.1 PBGC 52.247-7000 PACKAGING AND MARKING (JAN 2012)

The Contractor is responsible for the cost of all packing, packaging and mailing in accordance with the best commercial practices. All information submitted to the Contracting Officer or the COR must be clearly marked with the company name, the PBGC contract number, and identification of the item.

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SECTION E

INSPECTION AND ACCEPTANCE

E.1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(a) "Definitions." "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of Clause)

E.2 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

(a) "Definitions." As used in this clause-- "Contractor`s managerial personnel" means any of the Contractor`s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor`s business;

(2) All or substantially all of the Contractor`s operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with the performance of this contract.

"Materials" includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) 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 shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspection or test 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 performance of these duties.

(e) Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(f) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (h) of this clause, the cost of replacement or correction shall be determined under the Payments Under Time-and-Materials and Labor-Hour Contracts clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services

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required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)

(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(i) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract;

or

(ii) Terminate this contract for default.

(2) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) of this clause, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(1) Fraud, lack of good faith, or willful misconduct on the part of the Contractor`s managerial personnel; or

(2) The conduct of one or more of the Contractor`s employees selected or retained by the Contractor after any of the Contractor`s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(j) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(k) Unless otherwise specified in the contract, the Contractor`s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

E.3 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

All deliverable items are to be furnished to the Contracting Officer's Representative (COR) or to PBGC personnel designated by the COR to receive a specific deliverable.

PBGC's receipt of a deliverable does not constitute acceptance by the Government. Final acceptance of any reports or other deliverable items required under this contract will be made in writing and may only be made by the COR or Contracting Officer.

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SECTION G

CONTRACT ADMINISTRATION DATA

G.1 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

The Contracting Officer's Representative (COR) is TBD , who may be reached atTBD . The COR is authorized to assist in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the contractor.

The COR IS NOT authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance or other terms or conditions.

The Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract. Any such revision shall be authorized in writing by the Contracting Officer.

The COR is authorized to review and recommend approval of:

(a) Technical matters not involving a change in scope, price, terms and conditions of the contract

(b) Progress reports

(c) Inspection and acceptance of services and deliverable products and

(d) Invoices.

The COR is not authorized to sign any contractual instruments or to direct any action that results in a change in the scope, price, terms or condition of the contract.

G.2 PBGC 52.207-7001 CONTRACTOR TELEWORK (MAY 2020)

(a) PBGC contracts may allow for telework, if the type of work and scope of the contract allow the work to be portable, subject to the following requirements and with written approval of the COR:

(b) The Contractor shall have a written telework policy in place to ensure uninterrupted performance of work under this contract, which shall be provided to PBGC upon request. See PBGC telework guidance [https://www.pbgc.gov/sites/default/files/contractor-telework-guidance.pdf]

(c) The Contractor shall ensure that work is suitable to be performed at the alternate location, and performance can be tracked and invoiced in accordance with the terms and conditions of the contract.

If the Contractor anticipates that contract performance may be affected by permitting telework, such matters must be addressed with the Contracting Officer.

(d) If applicable, the Contractor shall ensure that Confidential Unclassified Information (CUI) or Personally Identifiable Information (PII) are adequately protected in compliance with PBGC's Privacy and Security policies, including applicable contract clauses. Work not performed on PBGC premises shall be performed on the PBGC network to ensure that PBGC data will not be exposed to unauthorized alteration, destruction, or compromise.

(e) Contractor telework performed pursuant to this clause may be revoked without notice. The cost of the contract and work performed will be entirely unaffected by the Contractor personnel teleworking.

In no way does this clause materially alter the performance obligations under the contract, including deliverable schedules and minimum service and support obligations.

G.3 PBGC 52.215-7003 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

The Government is not liable for any costs incurred by any offerors in submitting proposals in response to this solicitation.

G.4 PBGC 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (SEPT 2017)

(a) The contractor shall submit invoices for items and/or services rendered by e-mail to: InvoiceManager.InvoiceManager@pbgc.gov. All inquiries concerning payment should

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be directed to the General Accounting Branch at (202) 326-4062 #0 or by e-mail to:

InvoiceManager.InvoiceManager@pbgc.gov.

(b) To constitute a proper invoice, the invoice must include the information listed below.

(1) Name and address of the contractor.

(2) Invoice date and number.

(3) Contract number, line item number, and, if applicable, the order number.

(4) Description, quantity, unit of measure, unit price, and extended price of the items delivered.

(5) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a Government bill of lading.

(6) Terms of any discount for prompt payment offered.

(7) Name, title, phone number, e-mail address, and mailing address of official to whom payment is to be sent.

(8) Name, title, phone number, e-mail address, and mailing address of official to notify in the event of an improper invoice.

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

(10) Electronic Funds Transfer (EFT) banking information.

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

(ii) 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 or 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).

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

(c) Substantiating documentation to be submitted with invoices must include copies of receipts or bills, and proof of payment for any authorized other direct costs for which the contractor is requesting reimbursement.

G.5 PBGC 52.232-7006 SUBMISSION OF INVOICES/VOUCHERS - IPP (OCT 2018)

(a) The contractor shall prepare and submit invoice summary pages for supplies and/or services provided under this contract using the Government's Invoice Processing Platform (IPP) Web-based service application. The IPP application is available at https://ipp.gov. This web site includes IPP instructions and training materials. Questions about the IPP application should be directed to the IPP Customer Support team at the e-mail address or phone number shown on the "Contact Us" page of the IPP web site.

(b) Individuals in the contractor's organization requiring a logon to access the company's IPP account, should contract their company's Collector Administrator. In the event the contractor does not have an IPP account and has not received IPP registration instructions from the IPP Help Desk (STLS.IPPHELPDESKI@stls.frb.org), the Pension Benefit Guaranty Corporation (PBGC) General Accounting Branch (GAB) should be contacted by e-mail at invoicemanager@pbgc.gov or phone at (202) 326-4062.

(c) A proper invoice/voucher and appropriate supporting documentation is required in addition to the IPP generated invoice summary page. Such invoices/vouchers and supporting documentation must be scanned and e-mailed to the Pension Benefit Guaranty Corporation (PBGC) at invoicemanager@pbgc.gov and to the Contracting Officer's Representative (COR) for this contract. Questions concerning the supporting documentation requirements for this contract should be directed to the COR. Inquiries concerning PBGC's invoicing procedures should be directed to the PBGC General Accounting Branch (GAB) by e-mail at invoicemanager@pbgc.gov or phone (202) 326-4062.

(d) In accordance with the requirements specified in FAR clause 52.212-4, Contract Terms and Conditions - Commercial Items (included in commercial item contracts) and FAR clause 52.232-25, Prompt Payment (included in contracts when FAR clause 52.212-4 is not used), the elements of a proper invoice/voucher are provided below.

(1) Name and address of the contractor.

(2) Invoice/voucher date and number.

(3) Contract number, line item number, and, if applicable, the order number.

(4) Description, quantity, unit of measure, unit price, and extended price of the items delivered.

(5) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a Government bill of lading.

(6) Terms of any discount for prompt payment offered.

(7) Name of official to whom payment is to be sent.

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(8) Name, title, and phone number of official to notify in event of defective invoice/voucher.

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

(10) Electronic Funds Transfer (EFT) banking information.

(i) The contractor shall include EFT banking information on the invoice/voucher only if required elsewhere in this contract.

(ii) If EFT banking information is not required to be on the invoice/voucher, in order for the invoice/voucher to be a proper invoice/voucher, the contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision or 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).

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

(e) In addition to a proper invoice/voucher, the contractor must submit supporting documentation.

(1) The required Firm Fixed Price contract documentation includes copies of receipts or bills and proof of payment for any authorized Other Direct Costs (ODCs) for which the contractor is requesting reimbursement.

(2) The required Labor Hour and Time & Materials contract documentation includes (a) copies of time sheets indicating start and stop times of the personnel performing services under this contract (at PBGC's request, the contractor shall make available copies of any of the materials relevant to substantiating the hours billed) and (b) copies of receipts or bills, and proof of payment for any authorized ODCs for which the contractor is requesting reimbursement.

(3) The required Cost Reimbursement contract documentation includes (a) copies of time sheets indicating hours worked of the personnel performing work under this contract (at PBGC's request, the contractor shall make available copies of any of the materials relevant to substantiating the hours billed), (b) copies of receipts or bills, and (c) proof of payment for all incurred costs for which the contractor is requesting reimbursement.

(f) Failure of the contractor to submit a proper invoice/voucher and/or appropriate supporting documentation to InvoiceManager and the COR may result in payment delay or non-payment.

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

(a) Applicability

Contractors creating, working with, or otherwise handling Federal records, as defined in paragraph (b), regardless of the medium in which the record exists.

(b) Definitions

"Federal record" as defined in 44 U.S.C. 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them. The term Federal record includes PBGC records but does not include personal materials; applies to records created, received, or maintained by contractors pursuant to their PBGC contract; and may include deliverables and documentation associated with deliverables.

(c) Requirements

(1) Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a), and PBGC Directive IM 15-03, PBGC's Records Management Program. These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

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

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

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

The agency must report promptly to NARA in accordance with 36 CFR 1230.

(5) The contractor is required to obtain the Contracting Officer's approval (with the exception of the initial award) prior to engaging in any contractual relationship (subcontractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The contractor (and any subcontractor) is required to abide by Government and PBGC guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information, as provided in PBGC 52.209-7002, Handling PBGC Data.

(6)…