PBGC01-RP-15-0028_(29JUL2015).pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 3 OF 74 PBGC01-RP-15-0028

0001 The contractor shall provide Active Real Estate Investment Trust (REIT) Investment Management Services in accordance with the CLIN schedule in Section B.

Period of Performance: 07/01/2016 to 06/30/2026

1.00 LS

Table of Contents

PAGE 4 OF 74 PBGC01-RP-15-0028

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 STATEMENT OF WORK

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 G CONTRACT ADMINISTRATION DATA

G. 1 OBSERVANCE OF LEGAL HOLIDAYS

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

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

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 PBGC-03-001 CONFIDENTIALITY OF INFORMATION (OCT 2004)

H. 2 PBGC-03-002 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

H. 3 PBGC-03-003 SUITABILITY DETERMINATION REQUIREMENTS (JAN 2012)

H. 4 PBGC-04-005 PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) (FEB 2013)

H. 5 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014)

H. 6 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

H. 7 PBGC-37-001 KEY PERSONNEL (MAR 2012)

SECTION I CONTRACT CLAUSES

I. 1 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 2 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (APR 2014)

I. 3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

I. 4 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

I. 5 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR

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

I. 6 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I. 7 52.242-13 BANKRUPTCY (JUL 1995)

I. 8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (MAY 2015)

I. 9 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 10 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 11 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

I. 12 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION J LIST OF ATTACHMENTS

J. 1 ATTACHMENT I

J. 2 ATTACHMENT II

J. 3 ATTACHMENT III

J. 4 ATTACHMENT IV

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K. 2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

Table of Contents

PAGE 5 OF 74 PBGC01-RP-15-0028

K. 3 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (MAR 2015)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 INSTRUCTIONS, CONDITIONS, & NOTICES TO OFFERORS

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 EVALUATION FACTORS FOR AWARD

PAGE 6 OF 74 PBGC01-RP-15-0028

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

PBGC-11-002 DESCRIPTION OF SERVICES (AT CONTRACTOR SITE) (Sept 2015)

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 resulting from this Request for Proposal No. PBGC01-RP-15-0028. PBGC is seeking to make multiple award(s). The contract(s) awarded for this effort will be a Fixed Rate/Variable Quantity.

B.2 GENERAL DESCRIPTION

PBGC is seeking to obtain qualified, experienced, and highly competent contractors to provide active investment management services for U.S. Real Estate Investment Trust (REIT) Investment Management Services - U.S. REIT portfolios that will, over a full market cycle, provide a total rate of return which exceeds the benchmark of the respective portfolio, consistent with appropriate levels of risk.

B.3. PERIOD OF PERFORMANCE

PBGC anticipates the period of performance to be a twelve month base year plus nine (9) option years. The Contractor shall commence work immediately upon notice of award. *Note: The actual dates of the Period of Performance will be entered at the time of award.

B.4. PRICING SCHEDULE – Active U.S. REIT Investment;

Offerors are required to submit pricing proposals for the twelve (12) month base year and nine twelve (12) month option periods for the product in the solicitation. The pricing *assumptions provided by PBGC in the solicitation may not be indicative of the work the Offerors can expect to receive on an annual basis under the resulting contract. Therefore, PBGC makes no guarantee as to the allocation to the product. Actual investment amounts will vary at the discretion of the PBGC. As a result, Offerors shall provide pricing break points for all asset levels. The Offeror’s proposed fixed rate and pricing break points shall be incorporated into the final contract upon award. Failure to provide pricing for the product will result in the Offeror’s proposal being deemed incomplete and the Offeror’s proposal will not be evaluated for award.

The investment management services are for an active U.S. REIT portfolio with allocations ranging from $200,000,000.00 to $500,000,000.00. *However for evaluation purposes, PBGC will evaluate proposals based on a hypothetical allocation of $325,000,000.

CLIN 0001 BASE YEAR: 01 July 2016 – 30 June 2017

Product Name: Active U.S. REIT

Asset Based Fees _____% on first $____ million

_____% on next $____ million

_____% on balance $_______ Total Annual Price (Based on an allocation of $325,000,000)

PAGE 7 OF 74 PBGC01-RP-15-0028

CLIN 1001 OPTION YEAR 1: 01 July 2017 – 30 June 2018

CLIN 2001 OPTION YEAR 2: 01 July 2018 – 30 June 2019

CLIN 3001 OPTION YEAR 3: 01 July 2019 – 30 June 2020

PAGE 8 OF 74 PBGC01-RP-15-0028

CLIN 4001 OPTION YEAR 4: 01 July 2020 – 30 June 2021

CLIN 5001 OPTION YEAR 5: 01 July 2021 – 30 June 2022

CLIN 6001 OPTION YEAR 6: 01 July 2022 – 30 June 2023

PAGE 9 OF 74 PBGC01-RP-15-0028

CLIN 7001 OPTION YEAR 7: 01 July 2023 – 30 June 2024

CLIN 8001 OPTION YEAR 8: 01 July 2024 – 30 June 2025

CLIN 9001 OPTION YEAR 9: 01 July 2025 – 30 June 2026

NOTE: The above fees are annualized rates, shall be calculated and payable on a quarterly basis and are based on PBGC’s custodian bank’s market value pro-rated for any period less than a quarter. The quarterly fee will be based on an average of the month end values within the quarter.

PAGE 10 OF 74 PBGC01-RP-15-0028

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 STATEMENT OF WORK

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 that will be retained under contract by PBGC is responsible for providing investment management of an active U.S. REIT portfolio that is 100% long only. The PBGC intends to benchmark the portfolio to the FTSE NAREIT Equity REITs Index. The assets are part of PBGC’s Trust Fund. PBGC anticipates making multiple awards, but reserves the right to award to one manager. Award allocations will vary based on the investment skill, experience level and ability of the managers to meet the needs of this contract. PBGC will hire managers based on their appropriate fit within a diversified portfolio of REIT managers. 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.

Objectives

All assets shall be managed with full discretion in accordance with this contract, the policies of PBGC, and the strategy and objectives mutually agreed upon between the investment manager and PBGC. Investment guidelines will be agreed upon between PBGC and the Contractor

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 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.

PAGE 11 OF 74 PBGC01-RP-15-0028

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., shall 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 and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. This plan shall be tested annually and updated if needed. The Offeror shall provide a copy, or a summary thereof, of the annual test results to the PBGC within 30 calendar days of the completion of the test. A copy, or a summary thereof, of the current and/or revised plan shall be provided to the PBGC COR within 60 calendar days of the completion of the test.

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

Within 10 business days after month end

PAGE 12 OF 74 PBGC01-RP-15-0028

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

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 or summary of the annual disaster recovery test Within 30 calendar days of completion of the test

Deliverable #9 A copy or summary of the current and/or revised disaster recovery plan

Within 60 calendar days of the completion of the annual disaster recovery test

The Contractor shall provide other reports, research and publications as required by PBGC from time to time.

The Offeror shall provide the above reports electronically as agreed upon award between the COR and the Contractor.

Operating Constraints

The contractor shall evaluate potential investments using disciplined, thorough investment analysis and due diligence. The contractor shall employ and adhere to the investment philosophy, styles and strategies for which it was retained, unless otherwise directed by the PBGC. As a result of this contract, and at no additional cost, PBGC shall receive and have access to any of the contractor's internal or external investment, market and

PAGE 13 OF 74 PBGC01-RP-15-0028

economic research training materials and support capabilities and services in the performance of PBGC's investment responsibilities. These materials and services do not include proprietary models or information unique to the contractor's investment process. Also as a result of this contract, PBGC, at its discretion, may utilize other investment advisory services offered by the Offeror that are customarily offered to the contractor’s clients at no additional cost.

Additionally, the Contractor shall comply with the Department of Treasury, Office of Foreign Asset Control regulations.

The Contractor shall be responsible for immediate notification to the PBGC COR of significant changes in personnel, ownership, resources, or firm direction. The contractor shall discharge its duties under this contract solely in the interest of the PBGC with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Moreover, the Offeror shall utilize best practices of the investment industry, such practices to include but not limited to the standards issued by the Chartered Financial Analyst Institute.

Place of Performance

The Offeror shall perform all work at Offeror’s facility.

PAGE 14 OF 74 PBGC01-RP-15-0028

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.

PAGE 15 OF 74 PBGC01-RP-15-0028

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.

PAGE 16 OF 74 PBGC01-RP-15-0028

SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 OBSERVANCE OF LEGAL HOLIDAYS

The Contractor shall not be required to 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 not be required to be considered as holidays for Contractor personnel. Work may be performed by Contractor personnel on Government holidays without prior approval of the Contracting Officer's Representative. Contractor may not have access to the Contracting Officer’s Representative during Government holidays, which are: (1) New Year's Day, (2) Birthday of Martin Luther King Jr., (3) Washington’s Birthday, (4) Memorial Day, (5) Independence Day, (6) Labor Day, (7) Columbus Day, (8) Veterans Day, (9 Thanksgiving Day, (10) Christmas Day, (11) Any other day designated by Federal Statute,

(12) Any other day designated by Executive Order, and (13) Any other day designated by the President's Proclamation.

PAGE 17 OF 74 PBGC01-RP-15-0028

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 TBD who may be reached atTBD . The COR is authorized to assist in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the contractor.

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

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

The COR is authorized to review and recommend approval of:

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

(b) Progress reports

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

(d) Invoices.

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

PAGE 18 OF 74 PBGC01-RP-15-0028

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H. 1 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. 2 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 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

PAGE 19 OF 74 PBGC01-RP-15-0028

under this contract on any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for advisory and assistance services.

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

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

(2) Access to and use of information.

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

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

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

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

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

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

(c) Disclosure after award.

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

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

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

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

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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. 3 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 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 05-6, "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.

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H. 4 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.

(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. 5 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014).

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-

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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 and any subcontractor(s) are required to abide by this clause and all applicable Federal and PBGC records management directives, policies, and guidance.

H. 6 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.

(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.

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H. 7 PBGC-37-001 KEY PERSONNEL (MAR 2012).

PBGC has identified the following personnel who will be held responsible for the duration of the contract. They are essential to the ongoing conduct of the project and will assure consistent management control and direction.

TITLE

Portfolio Manager(s) & Senior Analyst(s) is/are essential to the work being performed. These key personnel shall NOT be reassigned or diverted without the written consent of the Contracting Officer. Prior to removing any of the specified individuals from performance of this contract, the Contractor shall provide 30 calendar days advance notification to the Contracting Officer and shall submit justification (including resumes for proposed substitutions)in sufficient detail to permit evaluation of the impact on the Program.

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SECTION I

CONTRACT CLAUSES

I. 1 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

(Reference 52.204-4)

I. 2 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (APR 2014)

(Reference 52.212-1)

I. 3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

(Reference 52.212-4)

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I. 4 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

(Reference 52.222-25)

I. 5 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR

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

(Reference 52.225-25)

I. 6 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

(Reference 52.232-39)

I. 7 52.242-13 BANKRUPTCY (JUL 1995)

(Reference 52.242-13)

I. 8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (MAY 2015)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clause, which is incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(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) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(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 (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509).

(3) 52.203-15, Whistleblower Protections Under the American Recovery L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and…