Attachment 4 - Clauses and Provisions.pdf

Attachment 4 - 16PBGC26Q0023 Clauses & Provisions

RFO Solicitation Provisions

(The following are incorporated by reference.)

RFO 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. (SEP 2024)

RFO 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation. (JAN 2017)

RFO 52.204-7 System for Award Management-Registration. (NOV 2024) (Deviation

FEB 2026)

RFO 52.209-12 Certification Regarding Tax Matters. (OCT 2025)

RFO 52.212-1 Instructions to Offerors-Commercial Products and Commercial Services.

(SEP 2023) (Deviation FEB 2026)

RFO 52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Acquisition (NOV 2021)

RFO 52.222-56 Certification Regarding Trafficking in Persons Compliance Plan. (OCT 2025)

(DEVIATION MAR 2026)

(The following is incorporated by full text.)

RFO 52.229-11 Tax on Certain Foreign Procurements-Notice and Representation. (JUN 2020)

(a) Definitions. As used in this provision-

Foreign person means any person other than a United States person.

Specified Federal procurement payment means any payment made pursuant to a contract with a foreign contracting party that is for goods, manufactured or produced, or services provided in a foreign country that is not a party to an international procurement agreement with the United States. For purposes of the prior sentence, a foreign country does not include an outlying area of the United States.

United States person as defined in 26 U.S.C. 7701(a)(30) means

(1) A citizen or resident of the United States;

(2) A domestic partnership;

(3) A domestic corporation;

(4)Any estate (other than a foreign estate, within the meaning of 26 U.S.C. 701(a)(31));

and

(5) Any trust if-

(i) A court within the United States is able to exercise primary supervision over the administration of the trust; and

(ii) One or more United States persons have the authority to control all substantial decisions of the trust.

(b) Unless exempted, there is a 2 percent tax of the amount of a specified Federal procurement payment on any foreign person receiving such payment. See 26 U.S.C.

5000C and its implementing regulations at 26 CFR 1.5000C-1 through 1.5000C-7.

(c) Exemptions from withholding under this provision are described at 26 CFR 1.5000C-1(d)(5) through (7). The Offeror may claim an exemption from the withholding by using the Department of the Treasury Internal Revenue Service (IRS) Form W-14, Certificate of Foreign Contracting Party Receiving Federal Procurement Payments, available at www.irs.gov/w14. Any exemption claimed and self-certified on the IRS Form W-14 is subject to audit by the IRS. Any disputes regarding the imposition and collection of the 26 U.S.C. 5000C tax are adjudicated by the IRS as the 26 U.S.C. 5000C tax is a tax matter, not a contract issue. The IRS Form W-14 is provided to the acquiring agency rather than to the IRS.

(d) For purposes of withholding under 26 U.S.C. 5000C, the Offeror represents that

(1) It [ ]is [ ]is not a foreign person; and

(2) If the Offeror indicates "is" in paragraph (d)(1) of this provision, then the Offeror represents that-I am claiming on the IRS Form W-14 [ ] a full exemption, or [ ] partial or no exemption [Offeror must select one] from the excise tax.

(e) If the Offeror represents it is a foreign person in paragraph (d)(1) of this provision, then-

(1) The clause at FAR 52.229-12, Tax on Certain Foreign Procurements, will be included in any resulting contract; and

(2) The Offeror shall submit with its offer the IRS Form W-14. If the IRS Form W-14 is not submitted with the offer, exemptions will not be applied to any resulting contract and the Government will withhold a full 2 percent of each payment.

(f) If the Offeror selects "is" in paragraph (d)(1) and "partial or no exemption" in paragraph (d)(2) of this provision, the Offeror will be subject to withholding in accordance with the clause at FAR 52.229-12, Tax on Certain Foreign Procurements, in any resulting contract.

(g) A taxpayer may, for a fee, seek advice from the IRS as to the proper tax treatment of a transaction. This is called a private letter ruling. Also, the IRS may publish a revenue ruling, which is an official interpretation by the IRS of the Internal Revenue Code, related statutes, tax treaties, and regulations. A revenue ruling is the conclusion of the IRS on how the law is applied to a specific set of facts. For questions relating to the interpretation of the IRS regulations go to https://www.irs.gov/help/tax-law-questions.

(End of provision) http://www.irs.gov/w14 https://www.irs.gov/help/tax-law-questions

RFO Contract Clauses

(The following are incorporated by reference.)

RFO 52.203-13 Contractor Code of Business Ethics and Conduct. (NOV 2021)

RFO 52.203-17 Contractor Employee Whistleblower Rights. (NOV 2023)

RFO 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. (JAN 2017)

RFO 52.204-13 System for Award Management-Maintenance. (OCT 2018) (Deviation

FEB 2026)

RFO 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded (JAN 2025) (Deviation FEB 2026)

RFO 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (Deviation FEB 2026)

RFO 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations (NOV 2015) (Deviation FEB 2026)

RFO 52.212-4 Terms and Conditions-Commercial Products and Commercial Services.

(NOV 2023) (Deviation FEB 2026)

RFO 52.219-8 Utilization of Small Business Concerns. (JAN 2025) (Deviation FEB 2026)

RFO 52.222-3 Convict Labor. (JUN 2003) (DEVIATION MAR 2026)

RFO 52.222-35 Equal Opportunity for Veterans. (JUN 2020) (Deviation FEB 2026)

RFO 52.222-36 Equal Opportunity for Workers with Disabilities. (JUN 2020) (Deviation

FEB 2026)

RFO 52.222-37 Employment Reports on Veterans. (JUN 2020) (Deviation FEB 2026)

RFO 52.222-40 Notification of Employee Rights Under the National Labor Relations Act.

(DEC 2010) (DEVIATION MAR 2026)

RFO 52.222-50 Combating Trafficking in Persons. (OCT 2025) (DEVIATION MAR 2026)

RFO 52.222-54 Employment Eligibility Verification. (JAN 2025) (Deviation FEB 2026)

RFO 52.222-90 Addressing DEI Discrimination by Federal Contractors (DEVIATION

APR 2026)

RFO 52.224-3 Privacy Training. (JAN 2017)

RFO 52.226-8 Encouraging Contractor Policies To Ban Text Messaging While Driving. (MAY 2024)

RFO 52.229-12 Tax on Certain Foreign Procurements. (FEB 2021)

RFO 52.232-33 Payment by Electronic Funds Transfer - System for Award Management.

(OCT 2018)

RFO 52.232-40 Providing Accelerated Payments to Small Business Subcontractors.

(MAR 2023)

RFO 52.233-3 Protest after Award. (AUG 1996) (Deviation FEB 2026)

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

FEB 2026)

(The following are incorporated by full text.)

RFO 52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from [TBD] through [TBD].

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

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

RFO 52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $5,000,000.00;

(2) Any order for a combination of items in excess of $5,000,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

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

(End of clause)

RFO 52.216-22 Indefinite Quantity. (OCT 1995) (Deviation FEB 2026)

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

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

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

(d) Any order issued during the ordering period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order, which may include order options to be exercised after the ordering period of this contract but before the end of the period of performance of the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order, including options exercised, to the same extent as if the order were completed during the contract's ordering period; provided, that the Contractor shall not be required to make any deliveries under this contract after [TBD].

(End of clause)

PBGC Contract Clauses

(The following are incorporated by full text.)

PBGC 52.022-7001 Ending Illegal Discrimination and Restoring Merit-Based Opportunity (APR 2026) The Contractor shall comply with all applicable Federal anti-discrimination laws. The Contractor's compliance is material to the Government’s payment decisions for purposes of section 3729(b)(4) of title 31, United States Code, and certifies that it does not operate any programs promoting Diversity, Equity and Inclusion (DEI) that violate any applicable Federal anti-discrimination laws.

PBGC 52.201-7000 Contracting Officer's Representative (JUN 2017) The Contracting Officer's Representative (COR) is [TBD] who may be reached at [TBD]. The COR is authorized to assist the Contracting Officer in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and is PBGC's 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 must 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, or 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, or terms and conditions of the contract.

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

(7) The contractor shall only use its PBGC e-mail address to conduct business on behalf of

PBGC.

(8) The contractor shall not create or maintain any records containing any non-public PBGC information that is not specifically tied to or authorized by the contract. The contractor must protect any such information as provided in PBGC 52.209-7002, Handling PBGC Data.

(9) Any request for information, including by an individual pertaining to that individual, shall be directed to the PBGC Disclosure Officer for processing under the appropriate statutory scheme. Information shall be made available only at the discretion of PBGC's Disclosure Officer and subject to the Freedom of Information Act, 5 U.S.C. Sec. 552, as amended; and any other applicable laws or regulations.

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

(d) Flow down of requirements to subcontractors

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

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

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

(a) Purpose. The purpose of this clause is to ensure that the contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor and any of its partners, affiliates or their successors in interest (after this collectively referred to as the "contractor") in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venture, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(1) Use of Contractor's Work Product. (i) The contractor shall be ineligible to participate in any capacity in Pension Benefit Guaranty Corporation (PBGC) contracts, subcontracts, or proposals therefor (solicited and unsolicited) which stem directly from the contractor's performance of work under this contract. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for advisory and assistance services. (ii) If, under this contract, the contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the contractor is ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply. (iii) Nothing in this clause precludes the contractor from offering or selling its standard commercial items to the Government.

(2) Access to and use of information. (i) If the contractor, in the performance of this contract, obtains access to information, such as Corporate plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the contractor agrees that without prior written approval of the Contracting Officer it shall not:

(A) use such information for any private purpose unless the information has been released or otherwise made available to the public;

(B) compete for work for PBGC based on such information for a period of six months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first;

(C) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public;

and

(D) release such information unless such information has previously been released or otherwise made available to the public by PBGC.

(ii) In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with all restrictions imposed on disclosure and use of such information.

(c) Disclosure after award.

(1) The contractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Contracting Officer.

Such disclosure may include a description of any action which the contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. PBGC may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

(2) In the event that the contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Contracting Officer, PBGC may terminate this contract for default.

(d) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential organizational conflict of interest at the time of or after award, the Government may terminate the contract for default, disqualify the contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

(e) Waiver. Requests for waiver under this clause shall be directed in writing to the Contracting Officer, and shall include a full description of the requested waiver and the rationale supporting the request. If it is determined to be in the best interests of the

Government, the Contracting Officer may grant the waiver, after consultation with the PBGC Office of General Counsel.

(f) Subcontracts.

(1) The contractor shall include a clause, substantially similar to this clause, including this paragraph (f), in subcontracts expected to exceed the Simplified Acquisition Threshold (SAT). The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

(2) Prior to the award under this contract of any such subcontracts for advisory and assistance services, the contractor shall obtain from the proposed subcontractor or consultant a disclosure of all existing or potential organizational conflicts of interest and shall determine in writing whether the interests disclosed present a significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the contractor shall take actions to avoid, neutralize, or mitigate the organizational conflict to the satisfaction of the contractor. If the conflict cannot be avoided or neutralized, the contractor must obtain the approval of the Contracting Officer prior to entering into the subcontract.

PBGC 52.232-7009 SUBMISSION OF ELECTRONIC INVOICING USING INVOICE

PROCESSING PLATFORM (IPP) FOR TIME AND MATERIAL, LABOR-HOURS, AND FIXED

PRICE (APR 2026)

(a) The contractor shall submit invoices 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 www.ipp.gov. This website includes general 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 IPP website under the "Contacts" tab.

(b) Inquiries concerning IPP enrollment or PBGC's specific processing requirements within IPP should be directed to PBGC's General Accounting Branch (GAB) by e-mail at invoicemanager@pbgc.gov or by phone at (202) 229-4062.

(c) 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 services performed and any supplies delivered, including: (i) The labor hours by labor category billed, the hourly rate for each labor category billed, and the total dollars billed by labor category for the billing period (meal periods and other labor-hours not directly supporting the contract are not billable) (not applicable to Fixed Price contracts), and (ii) The cumulative hours expended and dollars billed from contract inception through the current billing period (not applicable to Fixed Price contracts);

(5)(a) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a Government bill of lading (not applicable http://www.ipp.gov/ mailto:invoicemanager@pbgc.gov to TIME and MATERIAL and LABOR HOURS contracts).

(5)(b) Dollar amount withheld unless the contract is for commercial products or services awarded under FAR Part 8 or Part 12. Five percent of the total direct labor billed must be withheld after $1,000,000 has been billed to the contract, up to a ceiling amount of $50,000, unless other terms have been negotiated. If other terms have been negotiated, they must be included in the contract (not applicable to Fixed Price contracts).

(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 be contacted in the event of an improper invoice.

(9) Taxpayer Identification Number (TIN), only if required to be on the invoice elsewhere in the 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.

(d) Supporting documentation to be submitted with the invoice must include the items listed below:

(i) 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) (not applicable to Fixed Price contracts).

(ii) Copies of receipts or bills, and proof of payment for any authorized other direct costs for which the contractor is requesting reimbursement.

(iii) Certification of Compliance. The contractor shall include the following certification and acknowledgement with each invoice submission: [Insert Company Name (Contract No.)] hereby certifies it is in compliance with all applicable Federal anti-discrimination laws and certifies that it does not operate any programs promoting DEI that violate any applicable laws therein. The Contractor acknowledges its compliance is material to the Government’s payment decisions for purposes of section 3729(b)(4) of title 31, United States Code.

(e) Failure of the contractor to submit an invoice to IPP without the supporting documentation as described in Section (d) and the certification required in (d)(iii) will result in invoice rejection.

PBGC 52.237-7000 KEY PERSONNEL (APR 2018)

PBGC has identified key contractor positions responsible for performance of the services described in the requirements document (e.g., Performance Work Statement or Statement of Work) for the duration of the resulting contract. These key contractor positions are identified below. Upon selection of the successful contractor and preparation of the contract, the contractor personnel proposed for these key contractor positions will be added to this clause for inclusion into the contract.

(a) Key Contractor Positions:

Team Lead and Expert Witness (may be occupied by same individual).

(b) The key personnel are essential to successful performance of the contract and will assure consistent management control and direction. The key personnel shall NOT be reassigned or diverted from the contract without prior written approval of the CO.

Prior to making any key personnel replacement, the contractor shall provide 30 calendar days advance notification to the CO, including justification for the replacement and resume of the proposed replacement. This is necessary to permit the Government to review the qualifications of the replacement, assess the impact to the program, and approve or reject the replacement. Failure of the contractor to obtain advance approval of the CO prior to reassigning or diverting key personnel may result in the negotiation of consideration for replacement of key personnel or termination of the contract.

PBGC 52.239-7000 SECTION 508 ACCESSIBILITY STANDARDS (MAR 2020)

(a) The Pension Benefit Guaranty Corporation (PBGC) is required by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), to insure that all information and communication technology (ICT), also referred to as electronic and information technology (EIT), is accessible to individuals with disabilities within its employment and for all members of the public with disabilities who are seeking to do business with the PBGC.

Access must be comparable to that which is offered to similar individuals who do not have disabilities.

(b) The Section 508 accessibility standards have been prescribed by the Architectural and Transportation Barriers Compliance Board ("Access Board") and incorporated in the Federal Acquisition Regulation. (See http://www.access- Board.gov/sec508/508standards.htm and 36 CFR 1194.) These same accessibility standards have been approved by the PBGC Technical Review Board and adopted by the PBGC Office of Information Technology Governance and Compliance Board.

(c) All ICT/EIT procured through this contract must meet the applicable accessibility standards which have been promulgated by the Access Board and adopted by the PBGC. Further information on the applicable accessibility standards can be found in the Requirements Section of this solicitation and the resulting contract.

(d) All contract deliverables must conform to the applicable Section 508 accessibility standards as specified in the Requirements Section of this solicitation and http://www.access-board.gov/sec508/508standards.htm http://www.access-board.gov/sec508/508standards.htm the resulting contract.

(e) Contract deliverables will not be accepted as final deliverables until the contractor demonstrates to the Contracting Officer's Representative (COR) that the deliverables comply with the applicable Section 508 accessibility standards. In the event of a dispute between the contractor and the COR as to whether the contract deliverables satisfy the accessibility standards, the COR's written assessment of Section 508 compliance will control. The contractor shall make all additional changes to the contract deliverables required by the COR's written assessment at no additional charge to PBGC.

(f) The contractor shall ensure maintenance upgrades, substitutions, and replacements to equipment and software pursuant to this contract do not reduce the original level of conformance with the applicable Section 508 standards at the time of contract award. PBGC reserves the right to evaluate upgrades, replacements, and substitutions using a Voluntary Product Accessibility Template or requiring test units to perform hands-on Section 508 and accessibility testing before final acceptance. The contractor shall not reduce the currently applicable Section 508 standards unless prior to award of the contract the Government has proven an Undue Burden or Non-Availability Determination.

PBGC 52.224-7000 HANDLING PBGC DATA (MAY 2017)

(a) To the extent that the work under this contract requires the contractor to be given access to PBGC data, which includes, but is not limited to, personally identifiable information (PII) and controlled unclassified information (CUI) (collectively, "Sensitive Information"), the contractor shall take measures necessary to restrict access to and safeguard such data from unauthorized use and disclosure.

(1) For purposes of this clause, PII refers to any information about an identifiable individual maintained by the Pension Benefit Guaranty Corporation (PBGC), including but not limited to an individual's employment, medical and financial history, educational background, and family information that can be used to identify or trace an individual's identity, such as an individual's name, social security number, date and place of birth, mother's maiden name, and biometric records.

(2) CUI is information that laws, regulations, or Government-wide policies require to have access, safeguarding, or dissemination controls but excluding classified information. For these purposes, CUI includes PBGC records, pension plan and participant records, as well as any other Government information related to work pursuant to this contract and agency information related to existing, proposed, or contemplated legal, policy, program, operational, or similar matters.

(b) For the purposes of this clause, contractor and subcontractor shall include any officer, partner, employee, or agent of the contractor or the subcontractor, as applicable. The responsibilities and requirements imposed on the contractor under this clause are equally applicable to any subcontractors.

(c) The contractor is bound by section (m) of the Privacy Act, 5 U.S.C. §552a(m) and as such, is considered under the Privacy Act to be an employee of the PBGC.

Accordingly, the contractor is subject to the criminal penalties of the Privacy Act, 5 U.S.C. §552a(i).

(d) If performance of the contract requires the design, development, or operation of a system of records on individuals, the Contractor shall:

(1) Comply with all Federal statutes, regulations, and guidance for such system of records, including, but not limited to, the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act, including guidance issued by the Office of Management and Budget and the National Institute of Standards and Technology, in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies:

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform.

(2) For purposes of this clause:

(i) "Operation of a system of records" means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(ii) "Record" means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person's name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint, voiceprint, or photograph.

(iii) "System of records on individuals" means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

(e) Prior to starting work on this contract, all contractor employees assigned to work on this contract shall be required to take any training required by PBGC to gain access to PBGC data or information systems. In addition, contractor employees working on this contract will be required to complete mandatory annual refresher training. Failure to complete this training by the required deadlines may result in the contractor employee's access to PBGC data being terminated until said training requirement is fulfilled.

(f) The contractor agrees to maintain PBGC Data in the strictest confidence. The contractor also agrees not to publish, reproduce, or otherwise divulge PBGC data in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to limit access to PBGC data to those contractor employees needing such information to perform the work required under this contract.

(g) The Contracting Officer's Representative (COR) may require the contractor to obtain the written agreement of any contractor employees permitted access to PBGC data whereby the employee agrees not to discuss, divulge, or disclose any such information to any person or entity not directly concerned with performance of the contract work.

(h) If requested by the COR, the contractor shall sign an agreement whereby the contractor agrees not to discuss, divulge, or disclose any such information to any person or entity not directly concerned with performance of the contract work. A copy of any such agreement shall be provided to the COR. The contractor also may be required to provide the COR with reports itemizing the Sensitive Information received from each company under this contract.

(i) The contractor shall not remove PBGC data, whether in paper or electronic format, from approved locations or electronic storage without Contracting Officer's (CO's) prior, written approval. The contractor shall not disclose any Sensitive Information to subcontractors or other third parties unless the information is specifically related to the contract work. The contractor shall not knowingly violate any statutory or regulatory restrictions against the disclosure of Government records.

(j) The contractor shall administer a monitoring process to ensure compliance with the provisions of this clause and shall notify PBGC within 60 minutes of discovery, in writing, in the event that the contractor determines or has reason to suspect an incident impacting the confidentiality, integrity, or availability of PBGC data.

(1) In such situations, the contractor shall notify the PBGC Service Desk by telephone (202-326-4000, ext. 3999) and, thereafter, the contractor shall immediately e-mail the PBGC Service Desk (desk.service@pbgc.gov) and also shall send a copy of the e-mail message to the COR or to the Point of Contact for an Interagency Agreement, as appropriate.

(2) If the incident involves, or may involve, Sensitive Information, the contractor shall also immediately e- mail the PBGC Privacy Office (Privacy_Breach@pbgc.gov).

(3) The contractor shall designate and identify an individual who will be responsible for the notifications required under this paragraph and who shall be responsible to receive responses from the COR or the PBGC Chief Privacy Officer. Report of an incident, including a breach of PII, by itself, shall not be interpreted as evidence that the contractor or subcontractor failed to provide adequate safeguards for PBGC data.

(k) The contractor shall:

(1) Conduct a full investigation of any security incidents and privacy breaches,

(2) Provide written updates regarding the investigation in accordance with a schedule set by the agency, and

(3) Notify, and provide a copy of the incident or breach report to, the agency, in writing, when the contractor closes the incident/breach.

(l) In addition, the contractor shall provide full access and cooperation, including, but not limited to, inspection, investigation, and forensic analysis, to facilitate an investigation and resolution of any security incidents and privacy breaches and when appropriate to the circumstances, shall implement immediate corrective actions to contain and prevent a recurrence.

(m) The contractor and subcontractor shall maintain the capability to:

(1) Determine what PBGC data was or could have been accessed and by whom;

(2) Construct a timeline of the breach to the extent possible;

(3) Determine the methods and techniques used to access PBGC data; and

(4) Identify the initial attack vector, if applicable.

mailto:(desk.service@pbgc.gov mailto:(Privacy_Breach@pbgc.gov

(n) The contractor shall provide identity protection services equivalent to those available to PBGC through the US General Services Administration Blanket Purchase Agreement for any individual affected by a breach of PII. The contractor shall provide the identity protection services for the time period that PBGC would provide had a federal employee been responsible for the breach.

(o) The contractor may be requested to remove from any further contract work any employee who improperly discloses PBGC data. The reason for the removal shall be documented, in full, for the CO. The PBGC may terminate this contract for cause or default if the contractor fails to comply with the provisions of this clause and also may exercise any other rights and remedies provided by law or this contract, including criminal and civil penalties.

(p) Any request for information, including a request by an individual pertaining to that individual, shall be directed to PBGC's Disclosure Officer for processing under the appropriate statutory scheme. Information shall be made available only at the discretion of PBGC's Disclosure Officer and subject to the Freedom of Information Act, 5 U.S.C. Sec.

552, as amended; the Privacy Act, 5 U.S.C. Sec. 552a, as amended; and any other applicable laws or regulations.

(q) This clause does not apply to PBGC data which has been released to the public by the PBGC or has become part of the public domain through no fault of the contractor.

To avoid any implication that the contractor has disclosed PBGC data, the contractor must be able to demonstrate that the information was already in its possession at the time of receipt from the PBGC and was not acquired directly or indirectly from the Government, from other companies, or made available to the public by the contractor's breach of this clause.

(r) Within 30 days of contract completion, termination, or expiration, the contractor shall return or destroy all copies of PBGC data, whether furnished by PBGC or created by the contractor or any subcontractor. The contractor's obligation to maintain confidentiality of all PBGC data shall continue after completion, termination, or expiration of this contract.

(s) The contractor shall place the requirements contained in this clause in all subcontracts entered into pursuant to the contract where the subcontractor may have access to PBGC data. The contractor also agrees to enforce the requirements of this clause against any and all subcontractors under this contract.