PBGC Request for Proposal 16PBGC24R0010 - Custodian Banking Services.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

RQ-22-24-000026

16PBGC24R0010

Diahanna Bradley Bradley.diahanna@pbgc.gov

PD

PENSION BENEFIT GUARANTY CORP

PROCUREMENT DEPARTMENT

445 12th St. SW

WASHINGTON DC 20024-2101 523991

See Schedule see continuation page for line item details.

See Schedule

Please

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

16PBGC24R0010

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Custodial Bank Services

PR NUMBER: RQ-22-24-000026

DELIVERY DATE: 02/28/2024

SHIP TO:

PENSION BENEFIT GUARANTY CORPORATION

WORKPLACE SOLUTIONS DEPARTMENT

445 12th St. SW

WASHINGTON DC 20024-2101

FOB : Destination

0.00 EA

PAGE 3 OF 77 16PBGC24R0010

Table of Contents

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Request for Proposal

SECTION I CONTRACT CLAUSES

I.1 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

I.2 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I.3 52.204-10REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUN 2020)

I.4 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

I.5 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

I.6 52.204-24REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (NOV 2021)

I.7 52.204-25PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT (NOV 2021)

I.8 52.204-26COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES--REPRESENTATION (OCT 2020)

I.9 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)

I.10 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

I.11 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I.12 52.202-1DEFINITIONS (JUN 2020)

I.13 52.204-29FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS--REPRESENTATION AND DISCLOSURES

(DEC 2023)

I.14 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

I.15 52.212-4CONTRACT TERMS AND CONDITIONS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) 56

I.16 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.17 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.18 52.222-54EMPLOYMENT ELIGIBILITY VERIFICATION (MAY 2022)

I.19 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

I.20 52.232-40PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (MAR 2023)

I.21 52.233-2 SERVICE OF PROTEST (SEP 2006)

I.22 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.23 52.243-1 I CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE I (APR 1984)

I.24 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

I.25 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.26 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

I.27 PBGC 52.204-7000 RECORDS MANAGEMENT (FEB 2024)

I.28 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

I.29 PBGC 52.215-7004 QUESTIONS CONCERNING THE SOLICITATION (OCT 2004)

I.30 PBGC 52.232-7009SUBMISSION OF ELECTRONIC INVOICING USING INVOICE PROCESSING PLATFORM (IPP) FOR

TIME AND MATERIAL, LABOR-HOURS, AND FIXED PRICE (FEB 2023)

I.31 PBGC 52.237-7000 KEY PERSONNEL (APR 2018)

I.32 PBGC 52.237-7002 FITNESS DETERMINATION (JAN 2023)

I.33 PBGC 52.237-7007PHYSICAL SECURITY (NOV 2023)

I.34 PBGC 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (OCT 2018)

I.35 PBGC 52.242-7000 POSTAWARD CONFERENCE (JAN 2023)

I.36 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

I.37 PBGC 52.247-7000 PACKAGING AND MARKING (JAN 2012)

I.38 52.212-5CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

I.39 PBGC 52.239-7007Managed IT Services (SEP 2020)

I.40 52.229-11Tax on Certain Foreign Procurements--Notice and Representation (JUN 2020)

PAGE 4 OF 77 16PBGC24R0010

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Request for Proposal

PAGE 5 OF 77 16PBGC24R0010

UCF Definitive Solicitation Request for Proposal#:

REQUEST FOR PROPOSAL

Custodian Banking Services in support of:

Pension Benefit Guaranty Corporation

Financial Operations Department

Issued to:

All Open Market Companies

This contract is applicable to the Contract that is awarded under this RFP

Conducted under Federal Acquisition Regulation 12 and 15.

Issued by:

Pension Benefit Guaranty Corporation 445 12th Street, SW

Washington, D.C. 20024

PBGC Project Number 1554

PAGE 6 OF 77 16PBGC24R0010

UCF Definitive Solicitation

Table of Contents Section A – Solicitation/Contract Form

Section B – Supplies or Services and Prices/Costs

Section C – Statement of Work

Section D – Packaging and Marking

Section E – Inspection and Acceptance

Section F – Deliveries or Performance

Section G – Contract Administration Data

Section H – Special Contract Requirements

Section I – Contract Clauses

Section J – List of Attachments

Section K – Representations, Certifications, and Other Statements of Offerors or Respondents

Section L – Instructions, Conditions, and Notices to Offerors

Section M - Evaluation Factors for Award

PAGE 7 OF 77 16PBGC24R0010

PART I - THE SCHEDULE

Section A – Solicitation/Contract Form

A.1 See solicitation SF1449 above.

PAGE 8 OF 77 16PBGC24R0010

Section B – Supplies or Services and Prices/Costs

B.1 Accounting and Appropriations Data

Accounting and appropriation data for obligations under the contract will be set forth at time of award.

B.2 General Description

The contractor will provide Custodian Banking services as described in Section C.

B.3 Contract Type

The Government contemplates a single award of a Fixed Rate/Variable Quantity (FRVQ) and Firm-Fixed-Price (FFP) hybrid contract resulting from this solicitation.

B.3.1. FIXED RATE VARIABLE QUANTITY (FRVQ)

Per PBGCFARS 16.208-1-70, a Fixed-Rate Variable-Quantity (FRVQ) type contract provides for a fixed-rate on a PBGC investment management contract. COs establish investment management contracts to obtain services for management of various PBGC pension fund assets.

The offerors providing such investment management services earn revenue based on the value of the assets they manage and invest for PBGC. The contractor’s earnings are calculated based on the contracted “fixed-rate” percentage multiplied by the dollar value of the assets they managed, rather than being paid a flat fee regardless of the value of the assets they managed.

The prices for Menu Based Services and Optional Services, are shown in Attachment 2 – Pricing Schedule along with pricing assumptions. The pricing assumptions provided are not indicative of the work expected on an annual basis under this contract. A fixed fee or rate for each menu based service and optional service is listed in Attachment 2 – Pricing Schedule of the solicitation as well as the annual firm-fixed-price for the on-site consultant services. The Agency may elect not to exercise an optional Contract Line Item Number (CLIN), but this decision would not impact the Agency’s right to exercise an optional CLIN in other (or future) option periods.

B.4 Contract Value Limitation

The cumulative estimated dollar ceiling value of the resulting contract will be set forth at time of award.

B.5 PBGC 52.232-7005 - LIMITATION OF FUNDS (APR 2018)

(a) Of the total price in the Price Schedule, only the amount stated on the contract award document or subsequent modifications is obligated and available for payment under this contract.

It is anticipated that from time to time, additional funds will be obligated under the contract until the full price of the contract is obligated.

PAGE 9 OF 77 16PBGC24R0010

(b) The Government is not obligated to pay or reimburse the contractor more than the amount obligated pursuant to this clause. The contractor agrees to perform the contract up to the point at which the total amount paid and payable by the Government (including amounts payable for subcontracts and settlement costs if this contract is terminated for convenience) approximates but does not exceed the total amount obligated.

(c) It is contemplated that funds now obligated under this contract will cover performance through [enter final performance date this obligation is estimated to cover after award].

(1) If the contractor considers the funds obligated under this contract to be insufficient to cover the work to be performed until that date, or another date agreed to by the parties, the contractor shall notify the CO in writing and indicate the date on which it expects expended funds to approximate 75 percent of the total amount obligated. The notice shall state the estimated amount of additional funds required to continue performance through the date specified in paragraph (c) of this clause or another date agreed to by the parties.

(2) If, after notification is provided pursuant to paragraph (c)(1) of this clause, additional funds are not obligated, or an earlier date than the date in paragraph (c) of this clause is not agreed to, the contractor shall not be obligated to continue performance under this contract (including actions under the termination clause of this contract) beyond the funds obligated for contract performance.

(d) When additional funds are obligated from time to time for continued performance of this contract, the contract shall be modified to increase the funds obligated and to indicate the period of performance for which funds are applicable. The contractor shall notify the CO as provided in paragraph (c)(1) of this clause when any additional funds are obligated.

(e) If the contractor incurs additional costs or is delayed in the performance of work under this contract, solely by reason of the Government's failure to obligate additional funds in amounts sufficient for the timely performance of this contract, an equitable adjustment may be made to the price, or time of delivery, or both.

(f) This clause shall become inoperative upon obligation of funds sufficient to cover the full price stated in the contract, except for rights and obligations then existing under this clause.

(g) Nothing in this clause shall affect the Government's right to terminate the contract for convenience, cause, or default.

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B.6 Period of Performance

The Government anticipates awarding one 12-month Base Period and 9 one-year Option Periods.

The anticipated period of performance as follows:

Base Period of Performance 12-Months from time of award Option 1 Period of Performance TBD Option 2 Period of Performance TBD Option 3 Period of Performance TBD Option 4 Period of Performance TBD Option 5 Period of Performance TBD Option 6 Period of Performance TBD Option 7 Period of Performance TBD Option 8 Period of Performance TBD Option 9 Period of Performance TBD

(Remainder of the page intentionally left blank)

PAGE 11 OF 77 16PBGC24R0010

Section C – Statement of Work

Contractor will provide all services within the contract Statement of Work, and within the terms and conditions of this contract. See Attachment - 1 for the Statement of Work.

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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.

D.2 Packing, Packaging, Marking and Storage of Equipment

Unless otherwise specified, all items to be delivered under this contract shall be preserved, packaged, and packed in accordance with normal commercial practices to meet the packing requirements of the carrier and ensure safe delivery at destination.

All initial packing, marking and storage incidental to shipping of equipment to be provided under this contract shall be at contractor’s expense. Contractor shall supervise the packing of all acquired equipment furnished by contractor and shall supervise the unpacking of equipment to be installed.

D.3 Markings

As applicable, all deliverables submitted to the Contracting Officer (CO) and Contracting Officer’s Representative (COR) shall be accompanied by a packing list or other suitable shipping document that shall clearly indicate the following:

• Contract number; • Name and address of the consignor;

• Name and address of the consignee;

• Government bill of lading number covering the shipment (if any); and

• Description of the item/material shipped, including item number, quantity, number of containers, and package number (if any).

Specific marking requirements may be addressed at the time of solicitation and award.

D.4 Equipment Removal

All Contractor-owned equipment, accessories, and devices located on Government property shall be dismantled and removed from Government premises by contractor, at contractor’s expense, within ninety calendar days after contract expiration, or as mutually agreed by the Government and contractor. Exceptions to this requirement shall be mutually agreed upon and written notice issued by the CO. Specific requirements will be addressed at the time of solicitation and award.

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Section E – Inspection and Acceptance

E.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

The contract incorporates one or more clause by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The full text of a clause may be accessed electronically at https://www.acquisition.gov.

CLAUSE

NUMBER

CLAUSE TITLE DATE

52.246-4 Inspection of Services-

Fixed-Price

AUG 1996

(End of Clause)

E.2 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.

E.3 Inspection and Acceptance

The designated Contracting Officer’s Representative is responsible for the inspection and acceptance of all services under each contract line item. All inspection and acceptance work performed under this contract will be conducted in accordance with the applicable Inspection and Acceptance FAR clause for the contract type contemplated. The basis for acceptance and inspection shall be compliant with the requirements set forth in the statement of work and other terms and conditions of the contract.

Rejected deliverable items shall be corrected in accordance with the terms and conditions of this contract or as otherwise appropriately requested by the COR and CO.

The Government requires a period not to exceed fifteen calendar days after receipt of any final deliverable item(s) for inspection and acceptance or rejection, unless otherwise specified in the terms and conditions of the contract. For periods exceeding fifteen days, it is the responsibility of the contractor to confirm with the Government the receipt or acceptance of the deliverable(s).

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E.4 Breadth of Inspection

All deliverables will be inspected by the COR for content, completeness, accuracy, and conformance to requirements. Inspection may include validation of information or customized software using appropriate test methods and algorithms, or as specified in the requirement. The breadth and nature of this testing must be negotiated prior to incorporation of the deliverable in the contract and shall be sufficiently comprehensive to ensure the completeness, quality, and adequacy of all deliverables. All written and narrative type deliverables will be reviewed for thoroughness, consistency, accuracy, discrepancies, grammar, errors, or other deficiencies identified by the Government.

E.5 Non-conforming Deliverables

Non-conforming deliverables or services will be rejected. All notifications of rejection will be accompanied with an explanation of the specific deficiencies causing the rejection. Unless otherwise agreed by the parties, deficiencies will be corrected within ten calendar days of the rejection notice. If the deficiencies cannot be corrected within ten days, contractor will immediately notify the CO of the reason for the delay and provide a proposed corrective action plan within ten working days.

In FFP line items, all non-conforming deliverables will be remediated to the Government’s satisfaction at no additional cost to the Government and within the timeline negotiated with the COR or subject to FAR 52.212-4 Alt 1 (4) at the discretion of the CO.

For all electronic deliverables, it is the responsibility of contractor to ensure the item is free of any computer virus or defects. If a virus or defect is attributed to the deliverable, the infected or defected deliverable will be rejected. The Government will provide contractor a written notification of the virus and the known impact (to date) of the virus, delineating any pertinent details. The new delivery date of the replacement deliverable must be negotiated between contractor and CO. The costs for purging and replacing of all Government equipment as a result of a deliverable with a virus or defect may be borne by contractor and such will be reported in contractor Performance Assessment Reporting System (CPARS).

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Section F – Deliveries or Performance

F.1 Place of Performance

Place of performance for onsite personnel. The work will be performed at PBGC, 445 12th Street SW Washington, DC 20024. Travel is not expected. Teleworking may be approved at the discretion of the COR. PBGC anticipated work hours are between 7:00 A.M. and 5:00 P.M.

Eastern Time (local time Washington, D.C.).

Place of performance for all other services. The work will be performed at the Custodian site.

Travel is not expected.

F.2 Hours of Support

It is anticipated that support consists of an eight-hour daily work schedule or some combination of 40 hours a week, at 1,920 hours per man year, Monday through Friday. Upon contract award, contractor shall submit a work schedule, within core operating hours, showing each employee’s desired work hours, for Government’s approval.

All Contractor support shall be available during the core hours of the designated program office.

The requirement to provide an average of 40 hours a week does not imply that the Government will manage contractor’s personnel or their time. Foreseen or unforeseen absences by Contractor personnel beyond two (2) consecutive workdays and expected to continue for up to five (5) workdays, or absences considered “chronic”, such as one or more days absence over consecutive work weeks, will require a contingency plan for alternate coverage. The designated Contracting Officer Representative (COR) or respective Contracting Officer(s) must agree to the plan. In such circumstances, contractor is still responsible for successful performance and responsiveness in service to the contract, as well as timely delivery of products and reports. Agreement to any contingency coverage plan shall not be construed as any relinquishment of performance requirements. Contractor shall always maintain an adequate workforce for the uninterrupted performance of all tasks defined within the contract when the Government facility is not closed.

F.3 Holidays, Inclement Weather, and Furloughs

Holidays: Unless required under the terms of the contract or authorized by the Contracting Officer, contractor shall not work at any Government facility, nor should any deliveries under this contract be made to any Government facility, on any of the following holidays:

New Year’s Day – 1 January Martin Luther King, Jr.’s Birthday – 3rd Monday in January President’s Day – 3rd Monday in February Memorial Day – Last Monday in May Juneteenth – 19 June Independence Day – 4 July Labor Day – 1st Monday in September

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Columbus Day – 2nd Monday in October Veteran’s Day – 11 November Thanksgiving Day – 4th Thursday in November Christmas Day – 25 December Any other day designated by Federal Statute, Executive Order or a Presidential proclamation.

When a holiday falls on a Sunday, the following Monday will be observed as a legal holiday.

When a holiday falls on a Saturday, the preceding Friday is observed as a holiday. The rate in the schedule of the contract includes an allowance for holidays to be observed. Contractor shall not bill the Government for the holidays listed above, except when the Government requires services, and the services are performed on a holiday.

If contractor does not observe a given holiday that the Government observes, contractor may perform contract related work at contractor site or telework with authorization from the COR on pre-approved work plan addressing Government tasks. Contractor will continue to do Government work as if it’s a regular workday at other than Government site; in other words, the contract price shall not be affected as the pay will be equal to the pay contractor personnel would otherwise receive on a regular work day. The Government will not reimburse contractor personnel for any Contractor related work on holidays. This provision does not preclude reimbursement for authorized overtime work.

Inclement Weather: To the extent that there is no adverse impact on the overall contractor performance, contractor personnel working at the specific facility/location may also be dismissed at the discretion of the on-site Contractor Manager in coordination with the Contracting Officer Representative when the Government grants administrative leave to Government employees, or is closed as a result of inclement weather, potentially hazardous conditions, or other special circumstances.

F.4 Workspace

Contractor personnel are responsible for their own workspace and therefore, shall at the end of each workday clean up all debris, properly discard all materials, and properly store all sensitive documents resulting from their operations. If teleworking, contractor personnel shall ensure all Government issued property is always guarded by contractor personnel and all Government information is protected from public view. Negligence or loss of property and Government information will have a negative impact on Contractor performance evaluation and may result in the removal of contractor personnel from the contract.

F.5 Deliverables

All deliverables shall be made in accordance with the requirements in Attachment 1 – Statement of Work.

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F.6 Notice of Contractor Delays and Notice to Government

In the event contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, contractor shall immediately notify the CO and the COR, in writing. This notification shall give pertinent details associated with the delay; this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

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Section G – Contract Administration Data

G.1 Government Roles and Responsibilities

COR: The COR is responsible for the receipt and acceptance of the contract level deliverables and reports and past performance reporting.

COR: {Name and Contact information to be completed at award}

CO: The CO within the PBGC Procurement Division has the overall responsibility for administration of the contract. The CO is the only individual authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules.

CO: Diahanna A. Bradley, bradley.diahanna@pbgc.gov

The CO and COR will be identified at time of contract award. The COR will represent the CO in the administration of technical details within the scope of the contract. The COR is also responsible for the final inspection and acceptance of all deliverables and reports, and such other responsibilities as may be specified in the contract. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the CO or the Government. The COR does not have the authority to alter contractor’s obligations or to change the contract specifications, price, terms, or conditions. If, because of technical discussions, it is desirable to modify the specifications, changes will be issued in writing and signed by the CO.

The COR is also responsible for interfacing with the contractor Manager on a weekly basis to ensure contractor meets performance standards. The COR and CO will work with contractor Manager to resolve any performance issues in a timely manner. The CO and COR must document all performance issues. As appropriate, the CO, COR, and Contract Manager are all responsible for documenting performance issues and any other matters of disagreement between parties. The CO and the COR shall be furnished with the documented performance issues prior to any meetings among the parties on performance issues.

G.2 Invoice Preparation and Submission

It is the contractor’s responsibility to ensure invoices and supporting documentation are submitted in a timely manner and in accordance with the requirements of the applicable FAR clauses, terms, and conditions of this contract. All invoices submitted as supporting documents shall be certified as true and accurate to the best of contractor’s knowledge, subject to the penalties in 18 U.S.C. 1001.

The COR is required to review all invoices to ensure the Government is being billed appropriately to the services provided as stated in the statement of work or performance work statement and in accordance with contract type prior to invoice approval and acceptance.

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Contractor’s accounting practices must record all hours worked per week for each Contractor firm and each Contractor personnel. For T&M and Labor Hour contracts or line items, the Government reserves the right to examine Contractor’s records to verify claimed costs.

Contractor must bill only actual hours worked whether regular or overtime. Overtime hours will be compensated at the regular hourly rates negotiated for the respective labor category.

Contractor shall submit all invoices in accordance with the applicable FAR and PBGC clauses.

G.4 Closeout

The Contracting Officer is authorized to use the quick-closeout procedure for this contract in accordance with FAR 42.708, Quick-Closeout Procedure.

PAGE 20 OF 77 16PBGC24R0010

Section H – Special Contract Requirements

H.1 Key Personnel

The following are the minimum personnel who shall be designated as “Key.” The Government does not intend to dictate the composition of the ideal team to perform this contract.

a. Client Relationship Manager

b. On-Site Consultant

The Government desires that Key Personnel be assigned for the duration of the contract.

H.1.1 Client Relationship Manager The contractor shall identify a Client Relationship Manager (CRM) by name who shall provide management, direction, administration, quality assurance, and leadership of the execution of this contract. The CRM is the overall point of contact for the administration of the contract. They are responsible for ensuring quality management and performance standards (as defined in Section C

– Description/Specifications/Statement of Work). They are responsible for ensuring consistency in performance management, including communications, accountability, governance, and security. It is required that the CRM has the following qualifications:

a. BA/BS degree in business administration, finance, economics, management or equivalent or higher degree in an associated field from an accredited institution.

b. Eight years of client service management and/or supervisory experience.

c. Ten years of relevant supervisory experience may be substituted for a degree.

d. Working knowledge of Microsoft office products.

H.1.2 On-Site Consultant The contractor shall identify an On-Site Consultant by name who shall be responsible for supporting custodial and accounting related activities and client inquiries. This person will be responsible for the day-to-day interaction on both the investment and accounting teams in the client’s office in Washington, DC. Ensuring deliverables of the client are disseminated accurately and in a timely manner is essential. Prompt follow up on exception situations and facilitating timely problem resolution to mitigate risk is required. This person acts as a liaison between the client and the contractors’ internal departments. It is required that the on-site consultant has the following qualifications:

a. BS/BA degree in business administration, finance, economics, management or equivalent or higher degree in an associated field from an accredited institution.

b. Minimum of five years of experience, preferably in financial services industry.

b. Working knowledge of Microsoft office products.

H.1.3 Key Personnel Substitution The contractor shall not replace any personnel designated as Key Personnel without the written concurrence of the PBGC CO. Prior to utilizing other than the Key Personnel specified in its proposal in response to the RFP, the contractor shall notify the PBGC CO and COR. This

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notification shall be no later than thirty calendar days in advance of any proposed substitution, if possible, and shall include justification (including resume(s) and labor category of proposed substitution(s)) in sufficient detail to permit evaluation of the impact on contract performance.

Substitute Key Personnel qualifications shall be equal to, or greater than, those of the Key Personnel substituted.

H.2. Consideration

In the event contractor is not able to make a timely and satisfactory replacement of personnel, or if the performance of contracted work is affected negatively under any scenario, contractor shall work with the CO to develop an equitable remedy (fair to both parties). Such remedies may include a decrement to a scheduled payment or other innovative method where both parties receive consideration.

Consideration generally requires two elements: 1) something must be given that the law regards as a sufficient legal value for the purpose – either benefit to the seller or a detriment to the buyer, and 2) that benefit or detriment of legal value must be dealt with by the parties as the agreed upon price or exchange for the promise – there must be a bargained-for exchange. The requirement for consideration does not require that what is relied upon for consideration be of equivalent value to the promise; the consideration need only have some value. The Government authority to agree to the terms of equitable remedy rests with the CO. The agreement to the remedy must be executed via bilateral modification and the contracting file must be properly and comprehensively documented.

H.3 Telework

All telework shall be pre-coordinated with all respective parties that contractor personnel is providing support to, but only permitted at the COR’s discretion or as deemed necessary for successful performance. Telework is not a right, but rather a privilege. Telework options will be revoked if performance is negatively affected as deemed by the program office. All activities and tasks to be accomplished on telework days shall be pre-coordinated with the COR.

H.4 Training

Contractor shall provide training, as necessary, for its own personnel to ensure that personnel supporting the contract are trained on the common suite of Microsoft Office tools (e.g., Word, Excel, and PowerPoint) and other applicable programs, as required. Contractor shall also ensure that its personnel have been properly trained and are qualified to perform assigned tasks under the contract and meet all skill sets required to perform the work successfully and with minimal guidance. The Government will provide or coordinate training on any new Government-provided equipment or Government-directed training.

If any such training requires travel on the part of contractor personnel, travel costs within the national capital region (within 50 miles radius) shall be borne by the contractor.

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H.5 Disclosure and Avoidance of Inherently Governmental Functions

Contractor shall not perform or give the appearance of performing inherently governmental functions as described in FAR Parts 2 and subpart 7.5. Hence, no contractor personnel shall exercise judgement that constitutes or gives the appearance of making a decision or providing approval/disapproval in the conduct of any official process. Such includes, but is not limited to:

a. The determination of Federal program priorities for budget requests.

b. The selection or non-selection of individuals for Federal Government employment, including the interviewing of individuals for employment.

c. Services that involve or relate to the evaluation of another Contractor’s performance.

d. The approval of position descriptions and performance standards for Federal employees.

e. Determining what supplies or services are to be acquired by the Government.

f. Participating as an evaluator of technical proposals or as a voting member on any source selection boards.

g. Contractor employees are prohibited from the drafting of congressional testimony, responses to congressional correspondence, or agency responses to audit reports from the Inspector General, the Government Accountability Office, or other Federal audit entity.

Some functions are not inherently governmental but may approach such status if care is not exercised by both the Government and contractor in how contractor performs the function. Examples of such functions that are likely to be encountered in the exercise of this contract include, but are not limited to:

i. Services that involve or relate to budget preparation, including workload modeling, fact finding, efficiency studies, and should-cost analyses, etc.

ii. Services that involve or relate to reorganization and planning activities.

iii. Services that involve or relate to analyses, feasibility studies, and strategy options to be used by agency personnel in developing policy.

H.6 Protocol and Contractor Badge

Contractor personnel shall not disseminate any information without the review and approval of the tasking Government personnel. Contractor personnel shall follow all emergency procedures established by the Government for accountability of contractor personnel. Contractor personnel shall follow all PBGC guidance and requirements for document preparation, archival, and management. Where no such criteria of procedures exist, industry best practices shall be followed, as approved by the designated COR.

Correspondence and interaction by contractor support relating to day-to-day tasks, projects, requests, or other subjects in discussion should transpire with courtesy copy (CC) to relevant party or Government official in concern if by email; and with the permission or presence of the Government official in concern if by telephone, or face-to-face.

All documents or reports produced by contractor shall be marked as prepared by contractor support or otherwise indicate that contractor participation is disclosed. All contractor personnel

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shall identify themselves as contracted support personnel in all forms of communication and settings with all entities with whom PBGC has business dealings. Moreover, all contractor personnel attending meetings, answering Government telephones, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression that they are Government officials.

Therefore, contractor shall:

a. Answer all telephone calls and establish a personalized voice message with an introductory statement that includes the individual is contracted support citing the name of the company of which they are an employee.

b. Include a signature block in all emails that states the individual is contracted support citing the name of the company of which they are an employee.

c. Ensure all those with whom contractor individual interacts in any face-to-face dealings while supporting PBGC program offices understand that the person is contracted support citing and displaying the name of the company of which they are an employee.

d. Ensure that as contracted support, contractor personnel are not representing a government official as a general POC for all inquiries or a lead alternative POC; if, for example, the Government official is out of the office.

H.7 Government Furnished Workspace, Office Equipment, Property, and Information

Government Furnished Workspace and Office Equipment: Office space, online network communications, phone services and other basic facilities will be provided by the Government for contractor personnel when working at Government site. All Government unique material, forms and information related to this contract, and which is necessary for contractor performance, will be made available to contractor. The COR will be the point of contact for identification of any required information to be supplied by the Government. All information provided to contractor shall only be used in the manner that the Governments intends it to be used and with the Government’s permission and only for the duration of the contract.

Government Furnished or Funded Property (GFP): Any GFP provided to contractor in support of the contract shall be tracked through applicable procedures provided by the CO in accordance with the FAR. All GFP shall be returned to the Government at the completion of the contract unless otherwise specified. In the event contractor is required to purchase property in the performance of this contract, compliance with the procedures of FAR Part 45, Government Property, is required. Contractor shall furnish to the COR a complete inventory of all Government property in its possession prior to termination or expiration of the contract. Prior to dispensation of any items on the inventory, contractor will seek COR instructions.

Government Furnished Information (GFI): The Government may provide information (e.g., technical data, applicable documents, plans, regulations, specifications, etc.) in support of the contract.

Safeguarding and Disclosure of Information: All information and documents provided for Contractor use shall be handled in accordance with the terms and conditions of contract and shall

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be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to any person, except as may be necessary in the performance of the contract per the direction of the tasking Government official.

H.8 Contractor Performance Assessment Reporting Systems (CPARS)

Past performance information is relevant for future source selection purposes. It includes, but is not limited to, contractor’s record of conforming to contract requirements and to standards of good workmanship; contractor’s adherence to contract schedules, including the administrative aspects of performance; contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, contractor’s business-like concern for the interests of the customer.

Interim evaluations may be performed on the contract. FAR 42.1502 (h) can assist with improving contractor’s marginal performance and identifying any major deficiencies.

H.9 Standard of Conduct at Government Property

In accordance with FAR 3.1002 contractor shall be responsible for upholding professional standards of employee competency, conduct, appearance, demeanor, honesty, and integrity; and shall be responsible for taking appropriate disciplinary action with respect to its employees in consultation with the CO and COR and other Government officials, as necessary. Moreover, Contractor should comply with rules of behavior on federal property in accordance with Code of Federal Regulation (CFR) title 41 Part 102-74, Subpart C.

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Section I – Contract Clauses

I.1 52.209-7002 Handling PBGC Data

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.

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.

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.

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.

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I.2 52.237-7004 Training and 52.237-7005 Information Security Training

The Contractor personnel performing work related to Information Technology (IT) Security shall complete all information security and privacy awareness training every fiscal year within the contract period of performance. CORs shall ensure continual contractor compliance with the Security and Privacy Awareness annual training and requirements. This will include the annual Rules of Behavior acknowledgement requirement. The COR shall coordinate with the Contractor for any additional IT training required to support this contract.

1.0.1.1 Ensure that any subcontractor(s) of outsourced services (e.g. IT infrastructure, print/mail, tax form production, check image storage/retrieval) involving sensitive PBGC data, comply with the IT Security requirements of the Custodian Bank.

1.0.2 Provide an annual Service Organization Controls (SOC) 1 Type 2 Report on Controls at a Service Organization Relevant to User Entities’ Internal Control over Financial Reporting in accordance with Statement on Standards for Attestation Engagements (SSAE) No. 18 and a cover memo including the information specified at section 3.4.2.3 below.

1.0.2.1 If internal controls for Custodian Bank services are covered under different SOC 1 reports within the Custodian Bank’s organization (e.g. different business units), then SOC 1 reports for each business unit handling PBGC data are required.

1.0.2.2 If the Custodian Bank utilizes any sub-service organizations (e.g.

subcontractors, joint ventures, etc.) to provide services under this contract, the SOC 1 reports for each sub-service organization that handles PBGC sensitive data (e.g.

outsourced IT operations, print/mail vendors, check image vendors, etc.) are required.

1.0.2.3 With each SOC 1 report, include a cover memo summarizing the following key elements of the report.

(a) The Custodian Bank’s external auditor’s assertions as to whether or not:

(i) The controls described by management were designed and implemented for the period of the report,

(ii) The controls are suitably designed to provide reasonable assurance that the control objectives are met if they are operated effectively and the client and sub-service organizations applied the controls contemplated in the design, and the controls tested (together with the client and sub-service organization controls) were those necessary to provide this reasonable assurance.

(iii) Any exceptions/deviations noted by the external auditor, management’s response, and a description of the relevance of the exceptions to PBGC.

(iv) How any scope limitations noted by the auditor relate to PBGC’s requirements under the contract.

(v) Management’s assertions as to whether or not:

(a) The description fairly presents the system made available to PBGC during the period, PAGE 27 OF 77 16PBGC24R0010

(b) The description includes details of changes to the system relevant to

PBGC, and

(c) The controls were suitably designed and operated effectively.

(d) Any changes in Complementary User Entity Controls relevant to PBGC since the prior year.

(e) Any changes in sub-service organizations relevant to PBGC since the prior year.

1.0.3 Support PBGC audits and inspections.

1.0.3.1 Audits include, at a minimum:

(a) The annual financial statement audit conducted by PBGC’s Office of the Inspector General (OIG) and/or its contractor,

(b) The annual IT audit conducted by PBGC’s OIG and/or its contractor, and

(c) U.S. Government Accountability Office (“GAO”), U.S.

Office of Management and Budget (“OMB”) or other federal agency audits.

1.0.3.2 Respond to written request(s) from PBGC regarding inquiries made by PBGC’s OIG requesting documentation, meetings, interviews, etc.

throughout the fiscal year.

1.0.3.2.1 Provide detailed feedback regarding issues that need to be clarified or proposed deadlines that cannot be met no later than the fifth business day after receipt of the Provide by Client (“PBC”) list and by the fifth business day after each subsequent update to the PBC list or by mutually agreed upon alternatives for those dates, and

1.0.3.2.2 Deliver the document, meeting, interview in accordance with the deadlines established within the PBC list.

1.0.3.3 Make knowledgeable Custodian Bank (including subcontractors)…