Valuation_Solicitation _PBGC01-RQ-16-0033.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 30 PBGC01-RQ-16-0033

The item(s) below are used for PBGC internal funding purposes only. The official Contract Line Item Number (CLIN) schedule follows in the Pricing Schedule. The contractor shall invoice in accordance with the official CLIN schedule and with PBGC-32-001 Submission of Invoices (Labor-Hour) (JAN 2012) and PBGC-32-004 Submission of Invoices (Commercial) (Jan 2012).

0001 Provide Valuation and Negotiation Services in accordance with the Performance Work Statement

(PWS) - FFP

CO: Robert Hufford

1.00 EA

Table of Contents

PAGE 4 OF 30 PBGC01-RQ-16-0033

SECTION

. 1 PRICING SCHEDULE

. 2 PERFORMANCE WORK STATEMENT (PWS) AND QASP

. 3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2015)

. 4 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

. 5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

. 6 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)--ALTERNATE I (MAY

2014)

. 7 52.216-1 TYPE OF CONTRACT (APR 1984)

. 8 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

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

. 10 52.232-1 PAYMENTS (APR 1984)

. 11 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

. 12 52.243-1 III CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE III (APR 1984)

. 13 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

. 14 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

. 15 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

. 16 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2015)

. 17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2015)

. 18 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

. 19 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

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

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

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

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

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

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

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

. 29 PBGC-15 011 REFERENCE AND EVALUATION (OCT 2004)

. 30 PBGC-16 003 CEILING PRICE (FEB 2013)

. 31 PBGC-32-001 SUBMISSION OF INVOICES (LABOR-HOUR) (JAN 2012)

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

. 33 PBGC-37-001 KEY PERSONNEL (MAR 2012)

. 34 PBGC-37-002 EDUCATION AND EXPERIENCE QUALIFICATIONS (DEC 2014)

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

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

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

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

. 39 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2015)

. 40 52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

. 41 ADEENDUM 1 - INSTRUCTIONS TO OFFERORS

. 42 ADDENDUM 2 - EVALUATION - C0MMERCIAL ITEMS

PAGE 5 OF 30 PBGC01-RQ-16-0033

SECTION

. 1 PRICING SCHEDULE

PRICING SCHEDULE

Base Period:

The Contractor must perform services in accordance with the Performance Work Statement (PWS).

Pricing Schedule

Period of Performance: 6 months from Date-of-Award.

The contractor shall bill PBGC upon delivery and acceptance of the Valuation Report.

Line Item Services Qty Unit Unit Price Price 0001 The contractor shall provide valuation services as set forth in the PWS culminating in the delivery and acceptance of the Valuation Report - FFP

1 EA

Note: Travel shall be included in the fixed price.

The Offeror shall propose fully burdened labor rates. The Government will allow the vendor a variance of up to + or – 10% per labor category on contract, so long as the total expenditure does not exceed the Not to Exceed value. The COR will initiate work on the negotiations CLIN in writing via email to the contractor. The contractor shall bill PBGC for Labor Hour portion on a monthly basis.

Line Item Labor Category(s) for

Negotiations – LH NTE

*Not To Exceed

(NTE)

Estimated Hours

Hourly Rate Total

Total NTE:

. 2 PERFORMANCE WORK STATEMENT (PWS) AND QASP

PAGE 6 OF 30 PBGC01-RQ-16-0033

PERFORMANCE WORK STATEMENT (PWS)

1. PROJECT TITLE: Valuation Consulting Services.

2. BACKGROUND:

2.1. PBGC has approved termination of the underfunded defined benefit pension plan ($5.2 million Unfunded Benefit Liability) sponsored by Eber Bros. Wine & Liquor Corp and its subsidiaries (“Eber”) and is in current litigation with Eber regarding the date of plan termination (“DOPT”). PBGC chose a retroactive DOPT in order to recapture certain subsidiaries of Eber into the controlled group.

2.2. Current disputes include the DOPT and the value of liabilities (unfunded termination liability, interest, unpaid minimum funding contributions and termination premiums) that will arise once the pension plan has been terminated and trusteed. The value of the equity of an operating controlled group member of Eber as of the proposed DOPT included in PBGC’s recovery of claims is also disputed in the negotiations. Negotiations have currently stopped with the plan sponsor claiming that the equity of the former operating subsidiary has little or no value.

3. SCOPE:

3.1. Objective(s): To value the Eber controlled group members, which will provide the basis for negotiations and determining the value of the termination liens to be filed. The financial advisor will provide negotiation support, which will include producing various required analyses of financial statements and business plans as required.

3.2. Performance Areas:

3.2.1. Performance area 1 – Valuation Services

3.2.2. Performance area 2 – Negotiation Services

3.3. Project Parameters:

3.3.1. Valuation of Eber’s net worth, including, if possible, consideration of the wine and liquor distribution industry in the geographic area that Eber operates.

3.4. Limitations and Constraints: None

PAGE 7 OF 30 PBGC01-RQ-16-0033

4. APPLICABLE DOCUMENTS: None

5. PERFORMANCE REQUIREMENTS:

5.1. Task 1 (CLIN 0001) – Provide Valuation Services

5.1.1. The Contractor shall advise and assist PBGC in requesting information from the company, and other relevant parties, needed for the valuation.

5.1.2. The Contractor shall provide a business valuation report (going concern and liquidation) for each member of the company’s controlled group, and for the controlled group as a whole, utilizing standard valuation methodologies, including income-, asset- and market-based approaches. The valuation report shall include:

5.1.2.1. Analysis of the company’s business plan and its feasibility. Include analyzing the propriety and reasonableness of material expenditures (including officer’s salaries) and interaction with related parties.

5.1.2.2. Analysis of the company’s business projections and capital structure. As part of this analysis, a comparison with industry will be performed.

5.1.2.3. Analysis of the company’s prospects and capital structure.

5.1.2.4. Based on the Contractor’s analysis, the Contractor shall adjust financials to a realistic and justified level, in order to perform the valuation.

5.1.3. The valuation will be based primarily on one former operating subsidiary of Eber and its stock, in at least two specific points in time. The revenue of the former operating subsidiary is approximately $40 million.

5.1.4. The Contractor shall answer the Government’s questions on an ad hoc basis.

5.2. Task 2 (CLIN 0002) – Provide Negotiation Services

5.2.1. The Contractor shall assist and advise the Government in negotiating the highest possible recovery on PBGC’s employer liability claims.

5.2.2. The Contractor shall participate in ad hoc meetings as needed.

5.2.3. The Government will trigger the start of the negotiations task in writing via email from the COR.

6. PERFORMANCE STANDARDS: Required performance standards are contained in the Performance Requirement Summary Table (PRS) in the Quality Assurance Surveillance Plan (QASP) at Technical Exhibit 1. Absence of any contract

PAGE 8 OF 30 PBGC01-RQ-16-0033

Requirement from the PRS does not detract from its enforceability nor limit the rights or remedies of the Government under any other provision of the contract, including the clauses entitled “Inspection of Services” and “Default.”

7. INCENTIVES: Past performance evaluations for services in accordance with the performance standards as described in the Quality Assurance Surveillance Plan (QASP) at Technical Exhibit 1.

8. DELIVERABLES AND DELIVERY SCHEDULE:

8.1. Deliverables and Delivery Schedule

Par Deliverable Due Date Media(s) Quantity Delivery Point(s)

5.1.2 Valuation

Report

No more than 30 days from the date business plan information received.

Electronic Submission

1EA Email COR

8.2 Monthly

Progress Report

5th Business Day following end of month

Electronic Submission

1EA Email COR

8.2. Monthly Reporting: The Contractor shall provide a monthly progress report on the 5th business day following conclusion of the month reflected in the progress report. The monthly progress report shall include work accomplished last month, Deliverables delivered-- when and status, hours per labor category for labor hour tasks, work to be accomplished next month and any challenges encountered.

8.3. Quality Control Plan: The Contractor shall adhere to their Quality Control

Plan (QCP) as proposed.

9. GOVERNMENT-FURNISHED EQUIPMENT AND INFORMATION (GFE/GFI):

None

10. PLACE OF PERFORMANCE: Performance of this contract shall be at the

Contractor’s site except for participation in Negotiations.

PAGE 9 OF 30 PBGC01-RQ-16-0033

11. PERIOD OF PERFORMANCE: The period of performance is for a base period of six (6) months.

12. QUALITY ASSURANCE: The Government will evaluate the Contractor’s performance on this contract. See the Government’s Quality Assurance Surveillance Plan (QASP) at Technical Exhibit 1.

TECHNICAL EXHIBITS:

1. Government Quality Assurance Surveillance Plan (QASP)

PAGE 10 OF 30 PBGC01-RQ-16-0033

Technical Exhibit 1 – Government Quality Assurance Surveillance Plan (QASP)

1. Title: Valuation Consulting Services, QASP.

2. Purpose: This QASP specifically corresponds to the PWS Section 5, Performance Requirement (Tasks). Section 5 of the PWS discusses what work is to be performed and to what outputs or outcomes the Government expects and to what specification.

The QASP provides a surveillance plan sufficient to ensure acceptable performance and compliance with the FAR.

3. Objective: The objective of this Surveillance Plan is to evaluate how the Contract is being performed by the Contractor.

4. Surveillance Method by Performance Area:

4.1. Surveillance described:

4.1.1. The COR shall perform 100% inspection on each written deliverable as described in the PWS, Section 5 and as summarized in the Performance Requirement Summary Table (PRS) at attachment 1.

4.2. Reporting Results:

4.2.1. Every 90 days (three months) of the contract the COR will prepare a written report for the Contracting Officer that summarizes the overall results of the quality assurance surveillance of the Contractor’s performance.

4.2.2. A copy will be maintained in the COR file.

4.2.3. Unsatisfactory Performance:

4.2.3.1. Unsatisfactory contract performance, performance not meeting the AQL will be reported by the COR immediately to the ACO.

4.3. Incentives: Past performance evaluations.

Attachments:

1. Performance Requirement Summary Table

PAGE 11 OF 30 PBGC01-RQ-16-0033

Attachment 1 – Performance Requirement Summary Table

No. Par Output or Deliverable

Performance Standard

Acceptable Quality Level (AQL)

Surveillance Method Used

Frequency Incentive (Nonmonetary)

1. 5.1 Valuation Report

No more than 30 days from the date business plan information received.

100% On Time and complete in accordance with the requirements in Section 5.1

100% Inspection

Once Past Performance Evaluation

2. 8.2 Monthly Progress Report

5 business Days after end of month reported on.

100% On Time and Per PWS

100% Inspection

Monthly Past Performance Evaluation

3. 8.3 Quality Control Plan

Delivered with Proposal

100% On Time and Per PWS

100% Inspection

Once Past Performance Evaluation

. 3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2015)

(Reference 52.204-18)

. 4 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

PAGE 12 OF 30 PBGC01-RQ-16-0033

(Reference 52.204-19)

. 5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

(Reference 52.212-4)

. 6 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)--ALTERNATE I (MAY 2014)

(Reference 52.212-4 I)

. 7 52.216-1 TYPE OF CONTRACT (APR 1984)

(Reference 52.216-1)

. 8 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

(Reference 52.216-31)

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

(Reference 52.217-8)

. 10 52.232-1 PAYMENTS (APR 1984)

(Reference 52.232-1)

. 11 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

(Reference 52.232-18)

. 12 52.243-1 III CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE III (APR 1984)

(Reference 52.243-1 III)

. 13 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

(Reference 52.243-3)

. 14 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(Reference 52.246-4)

. 15 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

(Reference 52.246-6)

. 16 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2015)

(Reference 52.212-3)

. 17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2015)

PAGE 13 OF 30 PBGC01-RQ-16-0033

(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).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (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 First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) [Reserved]

(6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.209-6, Protecting the Government`s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(10) [Reserved] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C.

657a).

(ii) Alternate I (NOV 2011) of 52.219-3.

X (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(ii) Alternate I (JAN 2011) of 52.219-4.

(13) [Reserved] (14)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

(ii) Alternate I (Nov 2011) of 52.219-6.

(iii) Alternate II (Nov 2011) of 52.219-6.

(15)

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

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

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

(16) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15 U.S.C. 637(d)(2) and (3)).

(17)

(i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637(d)(4)).

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

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

(iv) Alternate III (Oct 2015) of 52.219-9.

(18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

(19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

(20) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999)(15 U.S.C. 637(d)(4)(F)(i)).

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013)(15 U.S.C. 637(m)).

(24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business(WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(26) 52.222-19, Child Labor - Cooperation with Authorities and Remedies(Jan 2014) (E.O.

13126).

X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

X (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

PAGE 14 OF 30 PBGC01-RQ-16-0033

X (31) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (33)(i) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(ii) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 7 and E.O. 13627).

(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(35) (i) 52.223-9, Estimate of Percentage of Recovered Material Contentfor EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Notapplicable to the acquisition of commercially available off-the-shelf items.)

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

(36) (i) 52.223-13, Acquisition of EPEAT(R) -Registered Imaging Equipment(Jun 2014) (E.O.s 13423 and 13514)

(ii) Alternate I (Oct 2015) of 52.223-13.

(37) (i) 52.223-14, Acquisition of EPEAT(R) -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

(38) 52.223-15, Energy Efficiency in Energy-Consuming Products(Dec 2007) (42 U.S.C. 8259b).

(39) (i) 52.223-16, Acquisition of EPEAT(R)-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

X (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

(41) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

(42) (i) 52.225-3, Buy American--Free Trade Agreements-- Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub.

L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41,112-42, and 112-43).

(ii) Alternate I (May 2014) of 52.225-3.

(iii) Alternate II (May 2014) of 52.225-3.

(iv) Alternate III (May 2014) of 52.225-3.

(43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.##s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(48) 52.232-29, Terms for Financing of Purchases of Commercial Items(Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

(49) 52.232-30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 4505, 10 U.S.C.

2307(f)).

(50) 52.232-33, Payment by Electronic Funds Transfer - System for Award Management (Jul 2013) (31 U.S.C. 3332).

(51) 52.232-34, Payment by Electronic Funds Transfer - Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

(52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

(53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

(54) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

(ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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:

(1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

(2) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

(3) 52.222-42, Statement of Equivalent Rates for Federal Hires(MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4) 52.222-43, Fair Labor Standards Act and Service Contract Labor --Price Adjustment (Multiple Year and Option Contracts)(MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

PAGE 15 OF 30 PBGC01-RQ-16-0033

(5)52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

(6)52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C.

chapter 67).

(7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

(8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C.

1792).

(10) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess ofthe simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor`s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at allreasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract.If this contract is completely or partially terminated, the records relating to the work terminated shall be madeavailable for 3 years after any resulting final termination settlement. Records relating to appeals underthe disputes clause or to litigation or the settlement ofclaims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents,accountin g procedures and practices, and other data, regardless of type and regardless of form. This does notrequire the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause,other than those in this paragraph (e)(1)in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii)52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities(Jul 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

(ix) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(x) 52.222-41, Service Contract Labor Standards (May 2014),(41 U.S.C. chapter 67).

(xi) (A) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) 41 U.S.C.

chapter 67.)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C.

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

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(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractualobligations.

(End of Clause)

. 18 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 12 months

. 19 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

www.acquisition.gov

. 20 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

PAGE 17 OF 30 PBGC01-RQ-16-0033

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.

. 21 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 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.

PAGE 18 OF 30 PBGC01-RQ-16-0033

(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 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.

. 22 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

PAGE 19 OF 30 PBGC01-RQ-16-0033

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.

. 23 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

PAGE 20 OF 30 PBGC01-RQ-16-0033

(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.

. 24 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).