RFP Foriegn Exchance transaction - FedBizOpps.pdf

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REQUEST FOR PROPOSAL (RFP)

PBGC01-RP-12-0026

1. RFP ISSUE DATE: August 01, 2012

2. ISSUED BY: Pension Benefit Guaranty Corporation (PBGC)

Procurement Department, 1200 K Street NW

Suite 1090, Washington, DC 20005-4026.

3. FOR INFORMATION CONTACT:

NAME: Patrick McFarlane, Contracting Officer

PHONE: (202) 326-4000 Ext. 3334

FAX: (202) 326-4162

E-MAIL: mcfarlane.patrick@pbgc.gov

4. QUESTIONS: Any questions regarding this RFP shall be submitted to Mr. Patrick

McFarlane no later than August 7, 2012, 9:00 AM EST.

5. PROPOSALS DUE DATE/TIME: August 31, 2012 by 9:00 AM EST.

6. SUBMISSION OF PROPOSALS: Submit nine (9) copies of the technical and price proposal no later than the specified time listed in paragraph 5 above. Proposals shall reference RFP

Number., PBGC01-RP-12-0026.

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SECTION B

SUPPLIES OR SERVICES AND PRICE COSTS

B.1. PBGC-11-001 DESCRIPTION OF SERVICES (OCT 2004)

The Contractor shall provide the personnel and services necessary to perform the effort described in Section C, the Statement of Work (SOW) resulting from this Request for Proposal

No.PBGC01-RP-12-0026. A firm fixed price contract will be awarded for this effort.

B.2 GENERAL DESCRIPTION

PBGC seeks to hire a foreign exchange transaction cost consultant to analyze, and evaluate

PBGC’s foreign exchange transactions. The quarterly analysis shall integrate data elements most commonly used in the industry including quarterly commentary, appropriate peer and universe comparisons, manager trade volume, manager costs in U.S. Dollars and basis points, highest and lowest cost trades by manager, currency rankings including total cost in U.S. Dollars, volume and cost in basis points, costs by currency pair, banks or vendor used to complete transactions.

B.3. PERIOD OF PERFORMANCE

PBGC anticipates the period of performance to be one (1) base year plus (4) four option years.

The Contractor shall commence work immediately upon notice of award. The expected period of performance is the following:

Option Year/Option Year Period-of-Performance

Base Year 11/01/2012 through 10/31/2013

Option Year – 1 11/01/2013 through 10/31/2014

Option Year – 2 11/01/2014 through 10/31/2015

Option Year – 3 11/01/2015 through 10/31/2016

Option Year – 4 11/01/2016 through 10/31/2017

*Note: The actual dates of the Period of Performance will be entered at the time of award.

B.4 PRICING SCHEDULE

The Contractor shall provide a firm-fixed price for CLINS 0001, 1001, 2001, 3001, and 4001 listed below and described in the Statement of Work (SOW), section C. The Contractor shall invoice monthly in arrears.

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CLIN 0001: 1 November 2012 through 31 October, 2013

CLIN DESCRIPTION TOTAL PRICE

0001 FFP Contractor shall provide Transaction Cost

Analysis services in accordance with the

Statement of Work (SOW), Section C.

CLIN 1001: 1 November 2013 through 30 October, 2014

1001 FFP Contractor shall provide Transaction Cost

CLIN 2001: 1 November 2014 through 30 October, 2015

2001 FFP Contractor shall provide Transaction Cost

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CLIN 3001: 1 November 2015 through 30 October, 2016

3001 FFP Contractor shall provide Transaction Cost

CLIN 4001: 1 November 2016 through 30 October, 2017

4001 FFP Contractor shall provide Transaction Cost

Total Price for Base and all Options $ ____________________

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SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.l INTRODUCTION / BACKGROUND

The Employee Retirement Income Security Act of 1974 (ERISA) established Pension Benefit

Guaranty Corporation (PBGC or the Corporation) as a federal corporation to encourage the growth of defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum. PBGC, a wholly owned United

States Government corporation, administers the insurance program and termination process for most private-sector defined benefit pension plans that are tax-qualified under the Internal

Revenue Code. PBGC is headed by a Director who reports to a Board of Directors consisting of the Secretaries of Labor, Commerce, and Treasury, with the Secretary of Labor as Chair.

General tax revenues do not fund PBGC. PBGC collects insurance premiums from employers that sponsor insured pension plans, earns money from investments and receives the assets of the pension plans it terminates.

PBGC maintains two separate investment funds. The Revolving Fund (valued at approximately

$16.2 billion as of September 30, 2011) receives all premium payments and is invested solely in

―book-entry‖ U.S. Government securities held at the U.S. Treasury.

The Trust Fund (valued at approximately $50.1 billion as of September 30, 2011) receives assets from terminated plans. Trust Fund assets can be more flexibly invested than Revolving Fund assets, such that possible asset classes include domestic and international equities and domestic and international debt obligations. In addition, the Trust Fund holds other assets such as insurance contracts from terminated plans and illiquid assets received from settlement of employer liability claims.

Currently, PBGC employs eight investment advisors to manage domestic and international equity portfolios and ten investment managers to manage domestic and international fixed income assets, with certain of these managers overseeing equity and fixed income mandates. In

2011 we had 29 funds that traded FX with approximately 15,000 transactions. In 2012 we expect the number of transactions to increase approximately 20,000 transactions.

C.2 STATEMENT OF WORK

PBGC seeks to hire a foreign exchange transaction cost consultant to analyze, and evaluate

PBGC’s foreign exchange transactions. The quarterly analysis shall integrate data elements most commonly used in the industry including quarterly commentary, appropriate peer and universe comparisons, manager trade volume, manager costs in U.S. Dollars and basis points, highest and lowest cost trades by manager, currency rankings including total cost in U.S. Dollars, volume and cost in basis points, costs by currency pair, banks or vendor used to complete transactions.

The consultant may also be asked to produce ad hoc reports including foreign exchange trading costs associated with portfolio changes, transitions and rebalancing. In addition the consultant

Page - 6 may be asked to provide updates pertaining to significant industry developments or trends such as regulatory changes. The consultant will work closely with PBGC’s custodian bank, State

Street, for all separate accounts, BlackRock as the custodian for commingled funds, and/or investment managers to retrieve PBGC’s foreign exchange trading activity. The consultant will act as a fiduciary under this contract. The consultant may also be asked to attend PBGC

Advisory Committee meetings and Board of Directors meetings, and shall present its analyses, reports, and recommendations as requested at these meetings. The consultant should be available to meet with PBGC quarterly via conference call to discuss and review quarterly reports. PBGC requests that the contractor meets in our Washington DC offices at least once per year.

Performance Metrics Deliverables and Due Dates

The contractor shall provide the following deliverables. The due dates included in the following deliverable schedule are estimates and may be adjusted with prior written approval by the PBGC.

REQUIRED

SERVICES/DELIVERABLE

PERFORAMCE

STANDARD/DUE

DATE

ACCEPTABLE

QUALILTY

LEVEL

METHOD OF

SURVEILLENCE

Deliverable #1

Consultant will provide

PBGC with quarterly data reports and written analysis

Consultant is available for conference calls to review data and deliverables with

PBGC.

Within 45 days of each quarter end

100%; no deviation without acceptable documented explanation

COR review of reports and analysis

Deliverable #2

Consultant provides any market updates and written commentary that is provided to all clients.

Open 100%; no deviation without acceptable documented explanation

COR review of reports and analysis

Deliverable #3

Advisory Committee

Presentation- No more than once per year.

Open-If needed 100%; no without acceptable documented explanation

COR review of reports and analysis

Deliverable #4

Consultant is available for conference calls with PBGC

Investment Managers

Open- As needed 100%; no without acceptable documented explanation

COR review of reports and analysis

Deliverable #5 Open-As needed 100%; no COR review of

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Consultant will provide reports and analysis associated with portfolio changes, transitions and plan rebalances. PBGC anticipates no more than 2 per year.

deviation without acceptable documented explanation reports and analysis

Note: The dates for the deliverables will be established after contract award in agreement between the COR and the Contractor.

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SECTION D

PACKAGING AND MARKING

D.1 PBGC-11-004 PACKAGING AND MARKING (OCT 2004)

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 of the item.

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SECTION E

INSPECTION AND ACCEPTANCE

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

(Reference 46.304)

E2 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

All deliverable items are to be furnished to the Contracting Officer's Representative (COR) or to

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

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SECTION F

DELIVERIES OR PERFORMANCE

F.1 PBGC-11-006 Place of Performance (Oct 2006)

The principal place of performance for work required under this contract is at the Contractor’s location, unless otherwise indicated by the COR.

F.2 Place of Delivery

All contract deliverables must be delivered to the Contracting Officers Representative (COR) as identified in Section G of the Contract.

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SECTION G

CONTRACT ADMINISTRATION

G.1 PBGC-32-004 Submission of Invoices (JAN 2012)

The Contractor shall submit invoices for items and/or services rendered by e-mail to:

InvoiceManager@pbgc.gov

All inquiries concerning payment should be directed to the General Accounting Branch at

(202)326-4062 #0 Or by e-mail:

InvoiceManager@pbgc.gov

The Contractor must include the following information and/or attached documentation for the invoice to be considered proper. Invoices, which do not contain all the required information, may be returned to the vendor unpaid for correction and resubmission.

- Name and address of Contractor

- Invoice date and invoice number

- Purchase/Delivery Order Number

- Shipping and payment terms

- Name and address for Contractor official to whom payment is to be sent (must be same as that in the order or in a proper notice of assignment)

- Name, title, phone number and mailing and email address of person to notify in the event of an improper invoice

- Taxpayer Identification Number (TIN)

- Description, quantity, unit of measure, unit price and extended price of supplies delivered or services performed

- Expenditures and hours of effort expended by individual during the reporting period (if applicable).

- If applicable, for each invoice covering travel expenses incurred, mileage records and copies of receipts from actual transportation costs and accommodations shall be included as supportive material for each invoice.

NOTE: PBGC authorization must be obtained prior to incurring any travel expenses for which the Contractor requests reimbursement. (End of Clause)

G.2 PBGC-04-001 Final Payment (OCT 2004)

Before final payment is made, the Contractor shall furnish the Contracting Officer with a release of all claims against the Government relating to this contract, other than claims in stated amounts that are specifically accepted by the Contractor from the release. If the Contractor's claim to mailto:InvoiceManager@pbgc.gov mailto:InvoiceManager@pbgc.gov

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G.3 PBGC-23-001 SMOKING POLICY (OCT 2004)

Smoking is prohibited inside all office space leased by PBGC.

G.4 PBGC-42-001 CONTRACTING OFFICER’S REPRESENTATIVE (JAN 2012)

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

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

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

The COR is authorized to review and recommend approval of:

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

(b) Progress reports

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

(d) Invoices.

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

G.5 PBGC-42-002 OBSERVANCE OF LEGAL HOLIDAYS (JAN 2012)

The Contractor shall establish a holiday schedule for personnel performing under this contract that exactly coincides with the Government's schedule. Holidays peculiar to or dynamically declared by the Government shall be considered as holidays for Contractor personnel and are not billable unless work is actually performed on these days. No work will be performed by

Contractor personnel on Government holidays without prior approval of the Contracting

Officer's Representative. Work performed on holidays shall be billable at the regular rate.

Government holidays are: (1) New Year's Day, (2) Martin Luther King, Jr. Day, (3) President's

Day, (4) Memorial Day, (5) 4th of July, (6) Labor Day, (7) Columbus Day, (8) Veteran's Day, (9

Thanksgiving Day, (10) Christmas Day (11) Any other day designated by Federal Statute, (12)

Any other day designated by Executive Order, (13) Any other day designated by the President's

Proclamation.

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SECTION H

SPECIAL CONTRACT CLAUSES

H.1 PBGC-00-001 Professional Attire (OCT 2005)

The Pension Benefit Guaranty Corporation receives many visitors who conduct business with the

Corporation. Consequently, the professional appearance of those who work in PBGC facilities is important to maintaining confidence in PBGC and the pension insurance system. The Contractor shall ensure that its personnel who perform work in PBGC facilities present a neat, professional appearance appropriate to an office working environment. Some examples of inappropriate office attire include jeans, sneakers, sweat pants, lycra stretch pants, collar-less shirts, bare midriff tops, and spaghetti-strap tops. The Contractor shall ensure that its personnel exercise sound judgment in their choice of attire.

H.2 PBGC-03-001 Confidentiality of Information (OCT 2004)

(a) To the extent that the work under this contract requires that the Contractor be given access to confidential or proprietary business, technical, or financial information belonging to the

Government or private companies, the Contractor shall, after receipt thereof, treat such information as confidential and agree not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by the Contracting

Officer in writing. The foregoing obligations, however, shall not apply to:

(1) Information which, at the time of receipt by the Contractor, is in the public domain;

(2) Information which is published after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor;

(3) Information which the Contractor can demonstrate was already in his possession at the time of receipt from PBGC and was not acquired directly or indirectly from the Government or other companies;

(4) Information which the Contractor can demonstrate was received by it from a third party that did not require the Contractor to hold it in confidence.

(b) The Contractor shall obtain the written agreement, in a form satisfactory to the Contracting

Officer or his designee, of each employee permitted access to confidential information, whereby the employee agrees that he will not discuss, divulge or disclose any such information or data to any person or entity except on a need-to-know basis to those persons within the Contractor's organization directly concerned with the performance of the contract.

(c) The Contractor agrees, if requested by the Government, to sign an agreement identical, in all material respects, to the provisions of this clause, with each company supplying information to the Contractor under this contract, and to supply a copy of such agreement to the Contracting

Officer. From time to time upon request of the Contracting Officer, the Contractor shall supply

Page - 14 the Government with reports itemizing information received as confidential or proprietary and setting forth the company or companies from which the Contractor received such information.

(d) The Contractor agrees that upon request by PBGC it will execute a PBGC-approved agreement with any party whose proprietary data it is given access to or is furnished, restricting use and disclosure of the data. Upon request by PBGC, such an agreement shall also be signed by Contractor personnel.

(e) This clause shall flow down to all subcontracts.

H.3 PBGC-03-002 Organizational Conflicts Of Interest (OCT 2004)

(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 PBGC contracts, subcontracts, or proposals (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 its 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.

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(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 protected, confidential, or privileged 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.

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(e) Waiver. Requests for waiver under this clause shall be directed in writing to the PBGC Office of General Counsel with a copy provided to the Contracting Officer, and shall include a full description of the requested waiver and the reasons in support of the request. If it is determined to be in the best interests of the Government, the Contracting Officer may grant such a waiver in writing.

(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 in FAR

Part 13. 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 PBGC Contracting Officer prior to entering into the subcontract.

H.4 PBGC-03-003 Suitability Determination Requirements (JAN 2012)

The Pension Benefit Guaranty Corporation will investigate and adjudicate the suitability of contractors for employment or continued employment. PBGC will employ and/or retain only those persons found suitable for employment. (1) The Contractor employees governed by this contract may need to access sensitive information. PBGC reserves the right to determine suitability for contractor personnel at the project site and deny access to any sensitive information or project specific area to any personnel for any cause. (2) The Contractor shall notify the Contracting Officer in writing providing the name and the nationality of non-U.S.

citizens who are legal residents, providing a copy of their VISA (work permit) or an alien who has been lawfully admitted for permanent residence as evidenced by Alien Registration Receipt

Card Form I-151, or who presents other evidence from the U.S. Citizenship and Immigration

Services that employment will not affect his/her immigration status. PBGC reserves the right to refuse any foreign national participation on this contract and to refuse them permission to enter

PBGC premises. (3) The Contracting Officer or the Contracting Officer’s Representative (COR) will provide the appropriate background investigation forms to the contractor and give the contractor instructions for completing the background investigation process. These responsibilities may be delegated to the Contract Manager or the Contract Security

Representative with the understanding that the COR holds ultimate responsibility. Completed background investigation forms shall be submitted within two (2) weeks from the Entrance on

Duty date to: Pension Benefit Guaranty Corporation PBGC Security Officer Facilities and

Services Department 1200 K Street, NW, Mail Stop: FASD Washington, DC 20005-4026 (4)

PBGC will exercise full and complete control over granting, denying, withholding, or terminating clearances for employees. The PBGC may, as it deems appropriate, authorize and

Page - 17 grant temporary clearance to employees of the contractor. However, the granting of a temporary clearance to any such employee shall not be considered as assurance that full clearance will follow as a result or condition thereof and the granting of either a temporary or full clearance shall in no way prevent, preclude or bar the withdrawal or termination of any such clearance by the PBGC. (5) If the adjudication is unfavorable on a contract employee, or if PBGC finds a contractor to be unsuitable or unfit for his or her assigned duties, the Personnel Security Officer will contact the Contractor to effect the immediate removal of the contract employee from the

PBGC contract and premises. (6) PBGC may waive suitability determinations for contractor personnel who have had recent background investigations at the appropriate suitability determination risk level established by either the COR or the Personnel Security Officer. PBGC will inform the contractors where such is the case. The Contractor will be provided a copy of the

PBGC Directive PM 05-, "Personnel Security and Suitability Program" and PBGC Directive PM

05-1, "PBGC Entrance on Duty and Separation Procedures for Federal and Contract Employees" and facilitate the Suitability Determination process. Failure to comply with PM 05-1 may result in: (a) corrective action, up to and including contract termination for continued non-compliance after counseling, or (b) documented non-compliance on the contractors past performance evaluation. (End of Clause)

H.5 PBGC-09-001 Restriction Against Disclosure of Information (JAN 2012)

The Contractor agrees that it will take such measures as are necessary to restrict access to pension plan and participant records as well as any other information related to work pursuant to this contract (including, but not limited to, any information relating to legal, policy, program, operational or other issues, whether concerning existing, proposed or contemplated legislation, regulations, policy issuances or similar matters or otherwise) to those employees and/or subcontractors of the Contractor needing such information to perform the work required thereunder, i.e., on a "need-to-know" basis. This Clause does not apply to information which has been released to the public by PBGC or which is available to the public other than by the

Contractor's breach of this Agreement.

The Contractor agrees to keep the restricted information in the strictest confidence. The

Contractor also agrees not to publish, reproduce or otherwise divulge the Information 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 restrict access to the Information, to those employees and/or subcontractors needing such information to perform the work required under the contract, i.e., on a "need-to-know" basis. The obligation to maintain confidentiality continues after completion, termination, or expiration of this contract. The Information shall be made available only at the discretion of the PBGC 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, The Trade Secrets Act, (18 U.S.C.

Sec. 1905, as amended), and any other applicable laws or regulations. Further, the Contractor shall notify the PBGC of the transfer to subcontractors of any information prior to any such transfer. Upon completion of the Contractor's obligations, the Contractor shall return or destroy all copies of restricted information, whether furnished by PBGC or created by the Contractor and any subcontractor.

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The Contractor agrees to immediately notify the PBGC, in writing, in the event that the

Contractor determines or has reason to suspect a breach of any part of this clause.

The Contractor agrees to immediately notify the PBGC in writing, of any request received from any individual who is not a party to this contract, for access to information related to this contract. Those requests will be directed to PBGC's Disclosure Officer for processing under the provision of the Freedom of Information Act. This paragraph does not apply to a request by an individual for access to information contained in records pertaining to that particular individual.

However, if the individual wants copies of the actual records pertaining to him, he first must contact PBGC's Disclosure Officer.

The Contractor agrees that it will not knowingly violate any statutory or regulatory restrictions against the disclosure of government records, including 5 U.S.C. Sec. 552a, as amended, 5

U.S.C. Sec. 552, as amended, 18 U.S.C. Sec. 1905, as amended, and implementing regulations.

The Contractor also agrees that it will take steps to ensure that any subcontractor will also adhere to these restrictions.

The Contractor is bound by Section (m) of the Privacy Act, 5 U.S.C. Sec. 552a(m) and as such is considered under the act to be an employee of the agency. Accordingly, the Contractor and any of its employees are subject to the criminal penalties of the Privacy Act, 5 U.S.C. Sec.552a(i).

The Contractor will designate and identify an individual who shall be responsible for the notifications required under sections b, c and d of this agreement and who shall receive all appropriate responses from the Contracting Officer's Representative (COR) or from PBGC's

Disclosure Officer. The Contractor shall take those steps necessary to ensure that the provisions of paragraphs a-g, inclusive, are adhered to by all directors, officers, agents and employees of the

Contractor.

The Contractor shall place the provisions contained at Paragraphs a-g, above, in all subcontracts entered into pursuant to the contract where the subcontractor will have or may gain access to

PBGC information and, further, the Contractor agrees to enforce the provisions of this Clause against any and all subcontractors under this contract

H.6 PBGC-44-002 SUBCONTRACTING APPROVAL (OCT 2004)

In accordance with FAR Clause 52.244-2 Government notification and consent shall be required for subcontractors to begin performing under the contract. New subcontractors may only be approved by the Contracting Officer. The contractor shall document that all required clauses have been flowed down and that if applicable, the contractor's subcontracting plan is being adhered to before any proposed subcontract will be approved.

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SECTION I

CLAUSES

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

1998)

This solicitation incorporates one or more solicitation provisions 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 offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

https://www.acquisition.gov/Far/ (End of Provision)

I.2 52.202-1 DEFINITIONS (JUL 2004) (REF)

I.3 52.203-5 COVERNANT AGAINST CONTIGENT FEES (APR 1984) (REF)

I.4 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010) (REF)

I.5 52.212-1 INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS (JUN 2008) (REF)

I.6 52.212-3 OFFERORS REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL

ITEMS; Offerors may indicate that their response to FAR 52.212-3 Offeror Representations and

Certifications-Commercial Items has been completed electronically at (ORCA website) http://orca.bpn.gov.

I.7 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB

2012) (REF)

I.8 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING (AUG 2011) (REF)

I.9 52.232-17 INTEREST (OCT 2010) (REF)

I.10 52.247-34 F.O.B. DESTINATION (NOV 1991) (REF)

I.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS— COMMERCIAL ITEMS. (FEB 2010)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or http://orca.bpn.gov/

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Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-

78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with

Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-

252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements

(Mar 2009) (Pub. L. 111-5).

__ (5) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

__ (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(JULY 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer)

(15 U.S.C. 657a).

__ (7) [Reserved]

__ (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (9)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (10) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and

(3)).

__ (11)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (12) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (13) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

__ (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business

Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (15) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged

Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (16) 52.219-26, Small Disadvantaged Business Participation Program—

Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside https://www.acquisition.gov/far/current/html/52_222.html#wp1151848 http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_222.html#wp1151848 http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_233_240.html#wp1113329 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_233_240.html#wp1113344 https://www.acquisition.gov/far/current/html/52_200_206.html#wp1137622 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 https://www.acquisition.gov/far/current/html/52_200_206.html#wp1141983 http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_200_206.html#wp1144881 https://www.acquisition.gov/far/current/html/52_200_206.html#wp1144992 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1135955 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1135970 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136004 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136004 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136004 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136017 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136017 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136017 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136032 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136058 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136058 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136058 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136175 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136186 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136333 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136333 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136374 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136380 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136387

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(May 2004) (15 U.S.C. 657 f).

__ (18) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2009)

(15 U.S.C. 632(a)(2)).

_X_ (19) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (20) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Aug 2009)

(E.O. 13126).

_X_ (21) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (22) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam

Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (24) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)

(29 U.S.C. 793).

_X_ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the

Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (26) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (27)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–

Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (28) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C.

8259b).

__ (29)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal

Computer Products (DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

__ (30) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

__ (31)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act

(June 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (32) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (33) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the

Department of the Treasury).

_X_ (34) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

__ (35) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(Nov 2007) (42 U.S.C. 5150).

__ (36) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)

(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (37) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1139913 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_222.html#wp1147479 https://www.acquisition.gov/far/current/html/52_222.html#wp1147630 https://www.acquisition.gov/far/current/html/52_222.html#wp1147656 https://www.acquisition.gov/far/current/html/52_222.html#wp1147711 https://www.acquisition.gov/far/current/html/52_222.html#wp1148042 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_222.html#wp1148097 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+2+78++%2829%29%20%20AND%20%28%2829%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_222.html#wp1148123 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_222.html#wp1156645 https://www.acquisition.gov/far/current/html/Subpart%2022_18.html#wp1089948 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1168892 http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_223_226.html#wp1168892 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++%2842%29%20%20AND%20%28%2842%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1178433 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_223_226.html#wp1179078 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1179078 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1168995 http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_223_226.html#wp1169038 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+1727+50++%2819%29%20%20AND%20%28%2819%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+1727+50++%2819%29%20%20AND%20%28%2819%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/far/current/html/52_223_226.html#wp1169038 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1169038 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1169151 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+1727+50++%2819%29%20%20AND%20%28%2819%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+1727+50++%2819%29%20%20AND%20%28%2819%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1169608 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1173773 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++%2842%29%20%20AND%20%28%2842%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++%2842%29%20%20AND%20%28%2842%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_223_226.html#wp1173393 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++%2842%29%20%20AND%20%28%2842%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/far/current/html/52_232.html#wp1153230 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 https://www.acquisition.gov/far/current/html/52_232.html#wp1153252 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

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__ (38) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration

(Oct 2003) (31 U.S.C. 3332).

_X_ (39) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor

Registration (May 1999) (31 U.S.C. 3332).

__ (40) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C.