RP-14-0012_Amendment_01.pdf

NSN 7540-01-152-8070 STANDARD FORM 30. (Rev. 10-83) Previous Edition unusable Prescribed by GSA FAR (48 CFR) 53.243

Page of Pages AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. Contract ID Code

2. AMENDMENT MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (if applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than item 6) CODE

(x) 9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

8. NAME AND ADDRESS OF CONTRACTOR (NO., Street, Country, State and ZIP Code)

CODE FACILITY CODE

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning ______ copies of amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OR OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

Check One

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return _______ copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 16B. UNITED STATES OF AMERICA

(Signature of person authorized to sign)

15C. DATE SIGNED

(Signature of Contracting Officer)

16C. DATE SIGNED

Continuation Page

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Continued from Block 14...

Statement; Statement of Objectives; Mandatories.

Table of Contents

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SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Section B

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Section C

SECTION D PACKAGING AND MARKING

D. 1 PBGC-11 004 PACKAGING AND MARKING (JAN 2012)

SECTION E INSPECTION AND ACCEPTANCE

E. 1 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

SECTION F DELIVERIES OR PERFORMANCE

F. 1 52.214-15 PERIOD FOR ACCEPTANCE OF BIDS (APR 1984)

F. 2 PLACE OF PERFORMANCE

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 PBGC-15 001 INCORPORATION OF CONTRACTOR'S PROPOSAL (OCT 2004)

G. 2 PBGC-32-004 SUBMISSION OF INVOICES (JAN 2012)

G. 3 PBGC-42-001 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

G. 4 Contracting Officer Point of Contact

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 PBGC-00-001 PROFESSIONAL ATTIRE (OCT 2005)

H. 2 PBGC-03-001 CONFIDENTIALITY OF INFORMATION (OCT 2004)

H. 3 PBGC-03-002 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

H. 4 PBGC-03-004 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013)

H. 5 PBGC-04-004 PBGC INFORMATION SECURITY (FEB 2011)

H. 6 PBGC-04-005 PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) (FEB 2013)

H. 7 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (JUN 2013)

H. 8 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

H. 9 PBGC-31-003 TRAINING (JAN 2012)

H. 10 PBGC-39-001 ELECTRONIC AND INFORMATION TECHNOLOGY (OCT 2004)

H. 11 PBGC-44 002 SUBCONTRACTING APPROVAL (OCT 2004)

H. 12 PBGC-45 001 GOVERNMENT FURNISHED INFORMATION, ASSISTANCE AND/OR EQUIPMENT (JAN 2012)

H. 13 PBGC 37-001 KEY PERSONNEL

SECTION I CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (NOV 2013)

I. 2 52.203-3 GRATUITIES (APR 1984)

I. 3 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

I. 4 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JULY 2013).. 28

I. 5 52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991)

I. 6 52.214-35 SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991)

I. 7 52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

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

I. 9 52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003)

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

I. 11 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (JUL 2013)

I. 12 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JUL 2013)

I. 13 52.222-3 CONVICT LABOR (JUN 2003)

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I. 14 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

I. 15 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (AUG 2012)

I. 16 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 17 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

I. 18 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR

TRANSACTIONS RELATING TO IRAN--REPRESENTATION AND CERTIFICATIONS (DEC 2012)

I. 19 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

I. 20 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

I. 21 52.232-1 PAYMENTS (APR 1984)

I. 22 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

I. 23 52.232-17 INTEREST (OCT 2010)

I. 24 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

I. 25 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--SYSTEM FOR AWARD MANAGEMENT (JUL 2013)... 29

I. 26 52.233-1 DISPUTES (JUL 2002)

I. 27 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I. 28 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 29 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

I. 30 52.242-13 BANKRUPTCY (JUL 1995)

I. 31 52.242-15 STOP-WORK ORDER (AUG 1989)

I. 32 52.243-1 CHANGES--FIXED-PRICE (AUG 1987)

I. 33 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

I. 34 52.246-15 CERTIFICATE OF CONFORMANCE (APR 1984)

I. 35 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I. 36 52.248-1 VALUE ENGINEERING (OCT 2010)

I. 37 52.251-1 GOVERNMENT SUPPLY SOURCES (APR 2012)

I. 38 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

I. 39 52.252-4 ALTERATIONS IN CONTRACT (APR 1984)

I. 40 52.204-1 APPROVAL OF CONTRACT (DEC 1989)

I. 41 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (APR 2014)

I. 42 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (SEPT 2013)

I. 43 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JAN 2014)

I. 44 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 45 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 46 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

I. 47 52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF CONTRACT (FEB 2000)... 41

SECTION J LIST OF ATTACHMENTS

J. 1 Section J

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.203-1 {52.203-1} [RESERVED]

K. 2 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

K. 3 52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999)

K. 4 52.215-7 {52.215-7} [RESERVED]

K. 5 52.225-1 BUY AMERICAN ACT--SUPPLIES (FEB 2009)

K. 6 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

K. 7 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

K. 8 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 9 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (NOV 2013)

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K. 10 52.215-6 PLACE OF PERFORMANCE (OCT 1997)

K. 11 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (APR 2012)

K. 12 52.219-21 {52.219-21} [RESERVED]

K. 13 52.223-13 {52.223-13} [RESERVED]

K. 14 52.225-2 BUY AMERICAN ACT CERTIFICATE (FEB 2009)

K. 15 52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE (DEC

2007)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.216-1 TYPE OF CONTRACT (APR 1984)

L. 2 52.233-2 SERVICE OF PROTEST (SEP 2006)

L. 3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L. 4 PBGC-15-007 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

L. 5 Section L

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 Section M

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SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Section B

SECTION B

B.1 PBGC-11-002 DESCRIPTION OF SERVICES (AT CONTRACTOR SITE) (FEB 2009)

The Contractor shall provide the personnel, facilities, equipment, and other materials and services necessary to perform the effort described in Section C, the Statement of Work.

B.2 FEE SCHEDULE – Emerging Market Equity (EME) Search Services

BASE YEAR

Product Name:____________________________________________________

Asset Based Fees for Investment of _____% on first $____ million

$_____________ _____% on next $____ million

$_____________ _____% on balance

OPTION YEAR 1

OPTION YEAR 2

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OPTION YEAR 3

OPTION YEAR 4

OPTION YEAR 5

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OPTION YEAR 6

OPTION YEAR 7

OPTION YEAR 8

OPTION YEAR 9

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No travel costs should be included as part of the price proposal submission.

*Note As identified in the Pricing Schedule above, the period of performance for this procurement is for a one base year and a nine option years. Therefore, Offerors are required to submit pricing proposals for a base year and nine option years. Also, the TEP will use a $400 million asset level for evaluation purposes to provide comparable fees.

The ceiling amount for the base year and nine (9) option years is $200,000,000.

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SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Section C

Emerging Market Equities Investment Management Services

STATEMENT OF OBJECTIVES

Background

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

PBGC, a wholly owned United States Government corporation, administers the insurance program and termination process for most private-sector defined benefit pension plans that are tax-qualified under the Internal Revenue Code. PBGC is headed by a Director who reports to a board of directors consisting of the Secretaries of Labor, Commerce, and Treasury, with the Secretary of Labor as Chairman. General tax revenues do not fund PBGC. PBGC collects insurance premiums from employers that sponsor insured pension plans, earns money from investments and receives the assets of the pension plans it terminates. PBGC manages all these assets under an investment policy approved by the Board of Directors. PBGC’s funds are separated into two funds: a Revolving Fund which holds the premiums received and a Trust Fund which holds the assets of terminated plans.

The PBGC Investment Program is structured as a manager-of-managers program. No assets are managed internally. The PBGC exclusively uses institutional investment management firms to invest its assets, subject to PBGC’s oversight and consistent with the PBGC’s Investment Policy Statement. PBGC selects investment managers subsequent to a rigorous procurement process and delegates investment discretion to them to manage the Corporation’s investment assets consistent with guidelines specified by contract. The PBGC continuously reviews and evaluates manager performance and conducts extensive due diligence to ensure satisfaction of performance standards and compliance with investment guidelines.

Scope

The investment management organization retained under contract by PBGC is responsible for providing investment management of an international emerging market equity portfolio that is 100% long only. PBGC anticipates hiring multiple managers. Award allocations will vary, based on the investment skill and ability of the managers to meet the needs of this contract. PBGC expects the allocation awards to range from US$200 million to US$500 million for each manager, but makes no guarantees as to the size of any award. These allocations may change over time due to the investment results generated by the Offeror and the needs of PBGC.

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Mandatories

The Offeror is registered with the SEC as an investment advisor or can provide proof of bank exemption. The Offeror shall be willing to benchmark the proposed product against the MSCI Emerging Markets Index Standard. The proposed product shall be offered to PBGC in a commingled fund format acceptable to tax-exempt investors rather than a separate account The proposed product shall have a GIPS compliant track record of at least three years. The proposed product’s rolling 36-month information ratio over the past seven years, or since inception if track record is less than seven years, through 3/31/14 shall be at least 0.40. The Offeror shall act as a fiduciary under this contract. The Offeror has a minimum of $2 billion in assets under investment management in the proposed product. Asset in the same product managed in either a commingled fund format or separate account may be included. Emerging market assets managed as part of an ACWI or EAFE strategy may not be included.

Objectives

All assets shall be managed with full discretion in accordance with the fund documents, the policies of PBGC, and the strategy and objectives mutually agreed upon between the investment manager and PBGC. The Offeror shall comply with the Department of Treasury, Office of Foreign Asset Control regulations.

The investment manager is expected to adhere to the investment style for which it was retained, unless mutually agreed upon with PBGC. PBGC shall receive any of the investment manager's internal or external investment, market and economic research training materials and support capabilities and services in the performance of PBGC’s investment responsibilities.

This does not include proprietary models or information unique to the investment manager’s investment process.

The investment manager shall maintain close contact with PBGC’s Corporate Investments Department and shall serve as a resource of economic and investment information and research. The investment manager shall keep PBGC fully informed of the rationale for the investment manager’s investment decisions and changes in the portfolio under its management.

The investment manager shall have ERISA fiduciary responsibility for the assets under its management. PBGC shall delegate its proxy voting authority to the investment manager. The investment manager shall maintain records of its votes and report the results, at least annually, to PBGC.

The investment manager shall work closely with PBGC’s custodian bank to facilitate the efficient and timely recording of unit purchases, sales and other activity, reconcile securities and cash balances and provide information necessary to calculate performance results. The manager shall be responsible for best execution, including foreign exchange.

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The investment manager shall also be responsible for timely notification to PBGC of significant changes in personnel, ownership, resources, or firm direction.

Educational Conferences

Offeror shall provide up to six (6) slots in any educational conferences it may offer to clients as part of the normal contract cost. This would include the cost of related meals offered as part of the formal conference program. Non-training or non-educational activities offered at the conference including, but not limited to, golf, fishing, tours, entertainment, etc., would not be included, as PBGC can neither pay for nor may individual employees accept these items. PBGC will pay its own travel, lodging, per diem, and other subsistence expenses (e.g., if meals are not offered to all attendees as part of the conference) for attendees at such conferences. PBGC will advise Offeror of its acceptance or declination of such slots offered.

Disaster Recovery

The Offeror is required to have or develop and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. Such plan shall be tested and/or updated annually. The Offeror shall provide a copy of the annual test report to the PBGC within 30 calendar days of the completion of the test. A copy of the current and/or revised plan shall be provided to PBGC within 60 calendar days of the completion of the test.

The disaster recovery plan shall include, but not be limited to, the following:

1. Emergency response procedures, including:

a. Step-by step instructions identifying explicit techniques to be used for responding to various emergency situations;

b. Identification of disaster recovery teams; and

c. An organizational chart and list of key personnel responsible for performing the disaster recovery actions as well as the priority of duties and lines of authority.

2. Backup site activation procedures which identify:

a. Backup site location; and

b. Backup site activation processes.

(If the backup site is operated by an organization other than the Offeror, a copy of the Alternative Site Processing Agreement shall be provided to the PBGC within 30 days after being added to the plan or at the same time as the current and/or revised plan whichever is earlier.

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Backup site activation procedures shall contain a list of key personnel and the recovery team(s) they support.)

3. Primary site recovery procedures, including:

a. Instructions for accomplishing salvage operations;

b. A replacement acquisition strategy for hardware, software, telecommunications, etc.;

c. Facility reconstruction plans; and

d. Identification of personnel supporting the primary site recovery and the team(s) they support.

4. Primary site reactivation/normalization, including:

a. Procedures to ensure a smooth transition from the alternative processing site to the primary site; and

b. A list of teams performing the various functions and the personnel assigned to those teams.

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DELIVERABLE DUE DATE

Deliverable #1

a. Portfolio Comparison vs. the Benchmark Index – Results shall include, but not be limited to, returns for the month, latest three months, calendar year to date, PBGC’s fiscal year to date (the fiscal year runs from October 1 through September 30), and since inception. As the performance history expands, returns for one year, two year, three, five, and ten year should be provided, when applicable.

b. Holdings Report

c. Investment philosophy

d. Portfolio-level Characteristics vs. Benchmark

e. Performance Attribution vs. Benchmark

f. Economic and Market Commentary

g. Derivatives Report - If the fund utilizes derivatives in the portfolio, provide a detailed report.

Within 10 business days after month end

Deliverable #2

a. Contract Compliance Certification Report – detailing all non-compliance events throughout the quarter which violated the investment guidelines. If there are internal constraints that are not stipulated in the investment guidelines and were violated during the quarter, please provide those as well.

b. Soft Dollar Report – on a cumulative, calendar-year-to-date basis.

30 calendar days after quarter end

Deliverable #3

Evidence of fidelity bond and errors and omissions professional liability coverage

Within 60 calendar days of renewal

Deliverable #4

Revised Securities and Exchange Commission Form ADV Parts I and II if an ADV is filed.

Within 30 calendar days of revision

Deliverable #5

Proxy Voting Report March 1

Deliverable #6

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Revised Proxy Voting Policies and Procedures Within 30 calendar days of revision

Deliverable #7

Revised Ethics Policy Within 30 calendar days of revision

Deliverable #8

A copy of the annual disaster recovery test Within 30 calendar days of completion of the test

Deliverable #9

A copy of the current and/or revised disaster recovery plan Within 60 calendar days of the completion of the annual disaster recovery test

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SECTION D

PACKAGING AND MARKING

D. 1 PBGC-11 004 PACKAGING AND MARKING (JAN 2012).

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

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SECTION E

INSPECTION AND ACCEPTANCE

E. 1 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 52.214-15 PERIOD FOR ACCEPTANCE OF BIDS (APR 1984)

In compliance with the solicitation, the bidder agrees, if this bid is accepted within calendar days (60 calendar days unless a different period is inserted by the bidder) from the date specified in the solicitation for receipt of bids, to furnish any or all items upon which prices are bid at the price set opposite each item, delivered at the designated point(s), within the time specified in the Schedule.

(End of Provision)

F. 2 PLACE OF PERFORMANCE

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SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 PBGC-15 001 INCORPORATION OF CONTRACTOR'S PROPOSAL (OCT 2004).

The Contractor shall, in meeting the requirements of this contract, perform in accordance with their technical and cost proposal to the PBGC. That proposal is incorporated in this contract by reference.

However, to the extent that anything in the proposal is in conflict or is inconsistent with the contract the clauses of this contract shall be controlling and shall supersede anything in the proposal.

G. 2 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. 3 PBGC-42-001 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012).

The Contracting Officer's Representative (COR) is who may be reached at . 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. 4 Contracting Officer Point of Contact

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The Contracting Officer for this solicitation is Norman Cofer. He can be reached at 202-326-

4000 x3324 or at cofer.norman@pbgc.gov.

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

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 other 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 who 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, whereby the employee agrees that he will not discuss, divulge or disclose any such information or data to any person or entity except 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 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.

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(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 venturer, 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 therefor (solicited and unsolicited) which stem directly from the contractor's performance of work under this contract. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for advisory and assistance services.

(ii) If, under this contract, the contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the contractor is ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply.

(iii) Nothing in this clause precludes the contractor from offering or selling its standard commercial items to the Government.

(2) Access to and use of information.

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

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

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

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

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

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

(c) Disclosure after award.

(1) The contractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Contracting Officer. Such disclosure may include a description of any action which the contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. PBGC may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

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

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

(e) Waiver. Requests for waiver under this clause shall be directed in

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writing to the PBGC Office of General Counsel and 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-03-004 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013).

The Contractor shall comply with PBGC Directive Number GA-10-9, "Display of PBGC Identification Badges," the full content of which is located at http://www.pbgc.gov/documents/GA_10_9.pdf

All contract and sub-contract employees whose duties under this contract require their presence on designated PBGC facilities shall be clearly identifiable by a distinctive badge furnished by PBGC and shall observe and otherwise be subject to such security regulations as are in effect for the particular premises in accordance with PBGC Directive Number GA-10-9.

The PBGC-issued photo Identification Badge must be visible and be displayed at or above the waist. Badges may be displayed from either lanyard or clip style holders. The badge must be available for building security officer inspection in order to authenticate and validate.

Contractors that arrive to work without their Badge must: report to the Security Desk located in the 1200 K Street lobby; sign-in to the appropriate Log Book; present a valid government-issued form of photo identification to the security officer; contact a co-worker to vouch for him/her by signature in the log book; and, receive and display a temporary badge which shall be visible at all times and displayed at or above the waist.

Contractors shall be responsible for the care and protection of their Badge and promptly report all instances of loss or theft and initiate immediate action to replace the lost or stolen Badge. Contractors must relinquish their Badge upon separation or upon any circumstances which make the continued possession or use inappropriate.

Failure to comply with this Directive can result in refusal of admittance to PBGC designated facilities.

H. 5 PBGC-04-004 PBGC INFORMATION SECURITY (FEB 2011).

The provider of information technology shall adhere to:

1)Federal statutes, 2)Office of Management and Budget (OMB) guidance, 3)National Institute of Standards and Technology Federal Information Processing Standards and PBGC implementation of Security Guidelines (800 Series), (See 5a -- IM 05-2 below.)

4)Federal Information Systems Controls and Audit Manual (FISCAM), and 5)PBGC Orders relating to information security including:

a)IM 05-2 Information Technology Security Policies, http://www.pbgc.gov/docs/im_05_2.pdf b)IM 05-7 Information Technology Solutions Life Cycle Methodology (ITSLCM), PAGE 24 OF 87 PBGC01-RP-14-0012/01 http://www.pbgc.gov/docs/im_05_7.pdf and c)IM 05-4 Use of Information Technology Resources.

http://www.pbgc.gov/docs/Im_05_4.pdf

The provider of information technology shall comply with PBGCs implementation of the following control frameworks including the:

1)Capability Maturity Model - Integrated (CMMI), 2)Control Objectives for Information and Related Technologies (COBIT), and 3)Information Technology Infrastructure Library (ITIL); and in addition, the provider of information technology shall certify the following:

a)Applications are fully functional and operate correctly as intended on systems using the Federal Desktop Core Configuration (FDCC). Once PBGC approves for implementation, this also includes Internet Explorer 7 configured to operate on Windows XP. For the Windows XP settings, see: http:// csrc.nist.gov/itsec/guidance_WinXP.html.

b)The standard installation, operation, maintenance, updates, and/or patching of software shall not alter the configuration settings from the approved FDCC configuration. The information technology should also use the Windows Installer Service for installation to the default program files directory and should be able to silently install and uninstall.

Applications designed for normal end users shall run in the standard user context without elevated system administration privileges.

H. 6 PBGC-04-005 PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) (FEB 2013).

(a) To the extent that the work under this contract requires the Contractor be given access to personally identifiable information about an individual gathered and/or maintained by the Government or the Contractor (hereinafter referred to as PII), the Contractor shall after receipt thereof, treat such PII as confidential and safeguard such information from unauthorized use and disclosure.

(b) The Contractor agrees to allow access only to those employees who need the PII to perform services under this contract and agrees that PII will be used solely for the purpose of performing services under this contract. The Contractor shall ensure that its employees will not discuss, divulge or disclose any such PII to any person or entity except those persons within the Contractors organization directly concerned with the performance of the contract.

(c) The Contractor shall administer a monitoring process to ensure compliance with the provisions of this clause, promptly report any breaches to the Contracting Officers Representative (COR), and implement immediate, appropriate corrective actions to contain and prevent recurrence.

(d) The Contractor shall report to the COR immediately upon discovery of a real or suspected loss of PII. Protected PII is an individuals first name or first initial and last name in combination with any one or more of the following data elements including, but not limited to, social security number, passport number, credit card numbers, clearances, bank numbers, biometrics, date and place of birth, mothers maiden name, criminal, medical and financial records, educational transcripts, pension and participant plan, etc.

(e) The Contractor and employees shall adhere to PBGC Orders relating to the protection of sensitive and personally identifiable information including:

1. IM 10-2 Safeguarding Tax Return Information, http://www.pbgc.gov/documents/IM_10_2.pdf

2. IM 10-3 Protecting Sensitive Information, http://www.pbgc.gov/docs/IM_10_3.pdf

3. IM 05-9 Privacy Program, http://www.pbgc.gov/docs/IM_05_9.pdf

(Note: If unable to access these orders, the Contracting Officer will provide copies upon request.)

(f)The Government may terminate this contract for default or cause if the Contractor or an employee of the Contractor fails to comply with the provisions of this clause. The Government may also exercise any other rights and remedies provided by law or this contract, including criminal and civil penalties. In addition, the Contracting Officer or COR may direct the Contractor to remove from performance of the contract, any Contractor or subcontractor personnel who have improperly disclosed

PII.

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(g) The Contractor shall include this clause in all subcontracts. However, such provision in the subcontracts shall not relieve Contractor of its obligation to assure compliance with the provisions of this clause.

H. 7 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (JUN 2013).

1. Records defined: Records include all books, papers, maps, photographs, machine readable materials, or other documentary materials, regardless of physical form or characteristics, made or received by an agency of the United States Government under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the Government or because of the informational value of data in them. 44 U.S.C. Section 3301. The contractors retention and management of records relating to the negotiation, management, and administration of this contract shall be governed by FAR Subpart 4.7, notwithstanding the requirements of this clause.

2. The Contractor shall treat all records as the property of PBGC for which PBGC shall have unlimited rights to use, dispose of, or disclose such data contained therein, unless otherwise indicated in this contract, as the agency determines to be in the public interest.

3. The Contractor agrees to comply with Federal and PBGC records management policies, specifically PBGC Records Management Interim Guidance, available at: http://www.pbgc.gov/documents/Final-RM- Interim-Guidance-2012.pdf. This guidance includes the preservation and management of all records created or received regardless of format, mode of transmission, or state of completion. PBGC may consider the Contractors adherence to proper records management practices during performance evaluations.

4. The Contractor may not dispose of, transfer, move, alter, or otherwise affect the condition and custody of records without the prior written consent of the Contracting Officer or the Contracting Officers Representative (COR). Willful and unlawful destruction, damage, or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. Section 2071.

5. Subcontractor Flow-down: The Contractor is required to obtain the Contracting Officers approval prior to engaging in any subcontractor relationship. The Contractor and subcontractor(s) are required to abide by this clause and all applicable Federal and PBGC records management directives, policies, and guidance.

H. 8 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012).

(a) 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.

(b) 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.

(c) 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.

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(d) 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.

(e) 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.

(f) 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).

(g) 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.

(h) 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. 9 PBGC-31-003 TRAINING (JAN 2012).

All…