Amended_Solicitation_16PBGC19R0029.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

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

The items below are used for PBGC internal funding purposes only. The official contract line item number schedule is included in the Pricing Schedule. The Contractor shall invoice in accordance with the official CLIN Schedule and with clause PBGC 52.232-7000 or

PBGC 52.232-7006.

Place of Performance

The Primary Place of Performance will be at the Contractor's facilities.

0001 Funding Purposes Only

12.00 EA

PAGE 3 OF 76 16PBGC19R0029

Table of Contents

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Supplies and Services or Costs

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Performance Work Statement

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

H.2 PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

H.3 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

H.4 PBGC 52.209-7002 HANDLING PBGC DATA (MAY 2017)

H.5 PBGC 52.215-7003 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

H.6 PBGC 52.215-7010 SUBMISSION OF PROPOSALS - ELECTRONIC (JAN 2016)

H.7 PBGC 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (SEPT 2017)

H.8 PBGC 52.232-7006SUBMISSION OF INVOICES/VOUCHERS - IPP (OCT 2018)

H.9 PBGC 52.237-7000 KEY PERSONNEL (APR 2018)

H.10 PBGC 52.237-7002 FITNESS DETERMINATION (APR 2019)

H.11 PBGC 52.237-7004 TRAINING (MAR 2016)

H.12 PBGC 52.237-7005 INFORMATION SECURITY TRAINING (MAR 2016)

H.13 PBGC 52.237-7006 PROFESSIONAL ATTIRE (OCT 2018)

H.14 PBGC 52.237-7007 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013)

H.15 PBGC 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (OCT 2018)

H.16 PBGC 52.239-7000 SECTION 508 ACCESSIBILITY STANDARDS (MAR 2016)

H.17 PBGC 52.242-7000 POSTAWARD CONFERENCE (MAR 2016)

H.18 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

SECTION I CONTRACT CLAUSES

I.1 52.202-1 DEFINITIONS (NOV 2013)

I.2 52.203-3 GRATUITIES (APR 1984)

I.3 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I.4 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY

2014)

I.5 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

I.6 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

I.7 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

I.8 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

I.9 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I.10 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

I.11 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I.12 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

I.13 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2016)

I.14 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2016)

I.15 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)

I.16 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2018)

I.17 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (OCT 2018)

I.18 52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

I.19 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I.20 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I.21 52.224-2 PRIVACY ACT (APR 1984)

I.22 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

PAGE 4 OF 76 16PBGC19R0029

Table of Contents

I.23 52.232-17 INTEREST (MAY 2014)

I.24 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.25 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

I.26 52.242-13 BANKRUPTCY (JUL 1995)

I.27 52.242-15 STOP-WORK ORDER (AUG 1989)

I.28 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

I.29 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

I.30 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I.31 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

I.32 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

I.33 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2018)

I.34 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (MAY 2019)

I.35 52.216-1 TYPE OF CONTRACT (APR 1984)

I.36 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.37 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.38 52.233-2 SERVICE OF PROTEST (SEP 2006)

I.39 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

I.40 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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 (OCT 2018)

K.3 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2018)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 Instructions to Offerors

L.2 Section L Attachment A

SECTION M EVALUATION FACTORS FOR AWARD

M.1 Evaluation Criteria

PAGE 5 OF 76 16PBGC19R0029

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Supplies and Services or Costs

PAGE 6 OF 76 16PBGC19R0029

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 DESCRIPTION OF SERVICES

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

(PWS).

B.2 GENERAL DESCRIPTION

This is a combined synopsis solicitation. PBGC is seeking to obtain qualified, experienced, and highly competent contractors to provide financial advisory services as set forth in the Performance Work Statement (PWS). PBGC anticipates issuing a single award Firm Fixed Price (FFP) contract.

B.3 PERIOD OF PERFORMANCE

PBGC anticipates the period of performance to be a twelve-month base year plus (4) four twelve-month 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 CLIN/PRICING SCHEDULE

CLIN

No.

Description Qty Unit of Issue

Unit Price

Extended Price

Base Period 0001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.*

MO

Option Period 1 1001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

Option Period 2 2001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

Option Period 3 3001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

Option Period 4 4001 High Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

Total (Base and Option Periods): $ TBD

PAGE 7 OF 76 16PBGC19R0029

Description Qty Unit of Issue

Unit Price

Extended Price

Base Period 0001 Low Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

1001 Low Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

2001 Low Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

3001 Low Level of Effort (Firm Fixed

Price). Perform services as required in Section C.

CLIN

No.

Description Qty Unit of Issue

Unit Price

Extended Price

Base Period 0001 Medium Level of Effort (Firm

Fixed Price). Perform services as required in Section C.

1001 Medium Level of Effort (Firm

Fixed Price). Perform services as required in Section C.

2001 Medium Level of Effort (Firm

Fixed Price). Perform services as required in Section C.

3001 Medium Level of Effort (Firm

Fixed Price). Perform services as required in Section C.

4001 Medium Level of Effort (Firm

Fixed Price). Perform services as required in Section C.

PAGE 8 OF 76 16PBGC19R0029

*Note: For evaluation purposes, only the proposed prices for the “High” level of effort for each year will be added to determine the total maximum price of the vendor’s proposal.

B.4.1 LEVEL OF SUPPORT/PRICING

Level of Support Base Period Monthly Price;

CLIN No:

Option Period 1 Monthly Price;

CLIN

No: 1001

Option Period 2 Monthly Price;

CLIN No:

Option Period 3 Monthly Price;

CLIN No:

Option Period 4 Monthly Price;

CLIN No:

High $ $ $ $ $

4001 Low Level of Effort (Firm Fixed Price). Perform services as required in Section C.

Description Qty Unit of Issue

Unit Price

Extended Price

Base Period 0001 Case Monitoring Support Level of Effort (Firm Fixed Price).

Perform services as required in Section C.

1001 Case Monitoring Support Level of Effort (Firm Fixed Price).

Perform services as required in Section C.

2001 Case Monitoring Support

Level of Effort (Firm Fixed Price).

Perform services as required in Section C.

3001 Case Monitoring Support

Level of Effort (Firm Fixed Price).

Perform services as required in Section C.

4001 Case Monitoring Support

Level of Effort (Firm Fixed Price).

Perform services as required in Section C.

PAGE 9 OF 76 16PBGC19R0029

Medium $ $ $ $ $ Low $ $ $ $ $ Case Monitoring Support $ $ $ $ $

PAGE 10 OF 76 16PBGC19R0029

PBGC currently anticipates this engagement to require a combination of high and medium levels of effort; however, in order to address the uncertainties associated with the level of activity and duration of a bankruptcy or restructuring, PBGC will use a monthly fee arrangement, adjusted to the expected level of effort required. Each of the four levels of effort - low, medium, high, and case monitoring support - will be paid on a firm fixed price (FFP) basis as set forth in Section B..4.1 above. The level of effort will be established by PBGC. At the beginning of each month for the duration of the contract, PBGC may propose a level of effort to the Contractor based on the expected activity of the bankruptcy or restructuring for the coming month. If the Contractor disagrees, the Contractor may submit detailed information supporting a request for a different level of effort.

PBGC will then consider the information and make a final decision. Work shall continue during pricing discussions.

PAGE 11 OF 76 16PBGC19R0029

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Performance Work Statement

PAGE 12 OF 76 16PBGC19R0029

PERFORMANCE WORK STATEMENT

1 PROJECT TITLE:

Expert Financial Advisory Services in Support to PBGC Corporate Finance and

Restructuring Department (“CFRD”) on Pacific Gas and Electric Company (“PG&E”) Case / Investigation (“CFRD PG&E Financial Advisor Engagement 2019”).

2 BACKGROUND:

CFRD is reviewing PBGC’s exposure to the underfunded defined benefit pension plan sponsored by the Pacific Gas and Electric Company.

The Pacific Gas and Electric Company (“PG&E”, “The Company” or “Utility”), the sponsor of Pacific Gas and Electric Company Retirement Plan, is an American investor-owned utility with publicly traded stock that is headquartered in San Francisco. The pension plan insured by PBGC is significantly underfunded by over $2 billion dollars on termination basis.

Pacific Gas and Electric Company is a subsidiary of PG&E Corporation. The Company and its parent entity are facing billions of dollars in claims stemming from the deadly 2017 and 2018 fires. They filed bankruptcy on January 29, 2019 in an effort to confront the claims while operating.

CFRD requires the assistance of an experienced financial advisory / investment banking services vendor with proven US prime market energy, power and utilities sector advisory mandates track record representing clients on bankruptcy and / or restructuring transactions of over $1 billion in magnitude and similar complexity to scope of this requirement.

The expert financial advisory services are required in assisting PBGC CFRD in the analysis and presentation of an investigation or, if applicable, any anticipated litigation or dispute, related to enforcement of PBGC's ERISA programs in connection with Pacific Gas and Electric Company's bankruptcy, transactions (including asset sales), and/or anticipated or actual pension plan termination. CFRD requires the assistance in determining the value of the PG&E controlled group, analyzing capital structure of PG&E, evaluating credit agreements, running various waterfall scenarios, and providing analysis of any sale processes. PBGC will also need assistance in evaluating PG&E’s restructuring plans. There is great uncertainty on the route PG&E may eventually take in its bankruptcy. It is unclear whether PG&E intends to keep its pension plan and whether the entity that may assume the pension plan after bankruptcy reorganization will be viable and will be able to maintain the pension plan. The financial advisory firm must also provide PBGC case team with access to the company and their advisors, through pre-established relationships, represent PBGC in discussions with the debtor and other parties to the bankruptcy proceeding, and may be providing expert testimony in court.

3 SCOPE:

3.1 The contractor shall provide bankruptcy and restructuring support at the appropriate level of effort; PBGC requires the four levels of support (High, Medium, Low, Case Monitoring Support) as described below.

3.1.1 Low: Contractor activity limited to monitoring events, participating in regularly scheduled meetings, and providing regular updates to PBGC. Activities typically include such as for example:

3.1.1.1 Drafting information requests

PAGE 13 OF 76 16PBGC19R0029

3.1.1.2 Waiting for responses to requests for information

3.1.1.3 Obtaining access to the data room

3.1.1.4 Participating in creditors committee calls (and similar types of meetings/ calls)

3.1.1.5 Reviewing routine, periodic reports, such as weekly cash-flow

3.1.1.6 Establishing relationships with relevant parties

3.1.2 Medium: Contractor activity increased to analyzing information received about Plan Sponsor and modeling the information to provide PBGC with reports concerning risk and strategies to mitigate risk. Activities typically include such as for example the following and may require one activity from High:

3.1.2.1 Establishing relationships with relevant parties

3.1.2.2 Identifying the plan’s-controlled group

3.1.2.3 Developing a recommended strategy & plan of execution

3.1.2.4 Running data through established models

3.1.2.5 Drafting information requests and waiting for responses to requests for information

3.1.2.6 Participating in creditors committee calls (and similar types of meetings/ calls) and provide written summaries with analysis

3.1.2.7 Reviewing routine, periodic reports, such as weekly cash-flow statements

3.1.2.8 Occasional discussions with relevant parties

3.1.2.9 Obtaining access to data room

3.1.2.10 Advising on industry and regulation

3.1.3 High: Contractor activity is intense, including negotiations, highly engaged participation in lengthy meetings, rapid analysis and reporting. Activities include those performed during a Medium level of effort, plus two or more of the following:

3.1.3.1 Developing models and running data through model

3.1.3.2 Developing recommendations as to whether the plan sponsor can afford to maintain the pension plan

3.1.3.3 Determining the feasibility of the proposed capital structure

3.1.3.4 Valuing the plan's controlled group

3.1.3.5 Performing a net worth analysis

3.1.3.6 Court testimony, where applicable

3.1.3.7 Negotiations

3.1.4 Case Monitoring Support: On rare occasions, there may be a period where minimal work will be performed by the contractor. Case Monitoring Support consists of such as:

3.1.4.1 Low level case monitoring

3.1.4.2 Responsive communications: calls or written email answers, recommendations, and/or advice to the CFRD case team. Responsive communications is defined as a returned response within 72 hours to any CFRD case team inquiry and written notice of any pertinent movement on the case by the Contractor within 24 hours requiring CFRD case team attention.

3.1.4.3 Continuation of the monthly status report requirement.

PAGE 14 OF 76 16PBGC19R0029

4 APPLICABLE DOCUMENTS:

4.1 The following references are applicable to this requirement and requires for the contractor to ensure they read and understand these guidelines/regulations:

4.1.1 NIST SP 800-53, Security and Privacy Controls for Federal Information, Systems, and Organizations

4.1.2 NIST SP 800-53A for the Security Assessment and Authorization Policies and Procedures

4.1.3 FIPS Publication 199, Standards for Security Categorization of Federal

Information and Information Systems

4.1.4 PBGC Directive GA 10-12, Guidelines for the Usage of Foreign Nationals in PBGC Contracts

4.1.5 PBGC Directive IM 05-02, Information Security Policy

4.1.6 PBGC Directive IM 05-09, Information Privacy Program

4.1.7 PBGC Directive IM 10-03, Protecting Sensitive Information

Note: Electronic copies of these directives will be provided to offerors upon request.

5 PERFORMANCE REQUIREMENTS:

5.1 Throughout the engagement the contractor shall:

5.1.1 Engage extremely quickly with CFRD to develop a specific understanding of PBGC's interests in the case and begin formulating a recommended strategy. Analyze PBGC’s strengths and weaknesses vis-à-vis other creditors.

5.1.2 Assist CFRD in establishing relationships with all relevant parties to the transaction.

5.1.3 Develop and continually update requests for information from the debtor/company that will facilitate both CFRD's and the Contractor's understanding of the case and the development of a strategy to protect PBGC's interests.

5.1.4 Obtain access to all relevant information, including any data rooms, whether by consent or by supporting PBGC in issuing an administrative subpoena or in obtaining a court order.

5.1.5 Attend, in person or by telephone (as required by CFRD), all relevant meetings about the transaction, to summarize in writing the discussions that occur during those meetings, and to provide CFRD with those written summaries by the next calendar day or earlier, as required by CFRD. Key Personnel shall attend 75% of all meetings held either by PBGC or the creditors committee.

5.1.6 Assist PBGC in all activities as a member of the unsecured creditors’ committee. Analyze any proposed disclosure statement, including go forward business plan, and plan of reorganization.

5.1.7 Develop a recommended strategy and plan of execution to protect PBGC's interests, and present that strategy and plan to CFRD for discussion and approval. This includes updating the strategy and plan of execution as facts and circumstances change.

5.1.8 Assist in implementing strategy including negotiation support.

5.1.9 Advise CFRD on California specific regulatory issues and the impact of bankruptcy on these issues.

5.1.10 Provide CFRD with utilities and all other energy industry subject matter expertise.

5.1.11 Provide CFRD with a written recommendation as to whether the plan sponsor (and, as appropriate, controlled group members) can maintain the plan after the

PAGE 15 OF 76 16PBGC19R0029

transaction closes after the bankruptcy or restructuring, or is it in the best interests of the Plan and PBGC to terminate the Plan. This may, as required by CFRD, be expressed as a probability.

5.1.12 Assist in the selection of an expert witness, if necessary. Contractor shall also prepare for and/or assist PBGC (or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all in a non-legal capacity.

5.1.13 Provide expert witness testimony, including, but not limited to the affordability of the pension plan and related matters.

5.1.14 Identify ways to maximize PBGC's recovery, if PBGC or a court terminates the pension plan. Present alternatives to CFRD for consideration, and then negotiate with relevant parties to arrive at the selected alternative.

5.1.15 Identify the pension plan's controlled group in its entirety, to include foreign controlled group members and their contacts with U.S. entities, and, in bankruptcies, differentiating between debtor and non-debtor entities.

5.1.16 Develop, as required by CFRD, alternative arrangements to the debtor's/company's plans that are more favorable to PBGC. If an alternative arrangement is approved by CFRD, present the arrangement to all appropriate parties and advocate in favor of the alternative arrangement

5.1.17 Analyze all relevant information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the sponsor's emergence from bankruptcy protection/restructuring activities. This may include, as relevant and directed by CFRD the following:

5.1.17.1 Review all court filings and other materials issued by the debtor/company or related parties.

5.1.17.2 Review all iterations of a debtor's business model, disclosure statement, and all proposed plans of reorganization.

5.1.17.3 Constructing and running data through models (either developed by the Contractor, or models adapted for use by other requirements) to ascertain the debtor's/company's cash flows in base- case and downside scenarios. These models must account for likely changes in the industry and macro-economic conditions, as well as unrealistic assumptions made by the debtor/company.

5.1.17.4 Review and determine the feasibility of the debtor's/company's proposed capital structure.

5.1.18 Value the controlled group and provide PBGC with an opinion as to whether one or more controlled group members can support the pension plan. In the event of termination, perform a net worth analysis of the controlled group member in accordance with PBGC Regulation, 29 CFR Part 4062. In contemplation of a plan termination, perform a recovery waterfall under various scenarios.

5.1.19 Performing a net worth analysis for the purposes of recovering terminated plan liabilities.

5.1.20 Review and analyze sponsor’s business plan or other debtor supplied forecasts. This should include a What-if Analysis, and/or Alternatives.

5.1.21 Other Bankruptcy and Restructuring Support and Related Activities This historically comprises about 10% of the engagement, and can include, but is not limited to, the following sample tasks:

PAGE 16 OF 76 16PBGC19R0029

5.1.21.1 Work on multi-employer plans, if applicable.

5.1.21.2 Researching bios of executives and outside professionals coming in for a negotiation

5.1.21.3 Listening to a quarterly earnings report and comparing to projections

5.1.21.4 Comparing information received to a subpoena request

6 PERFORMANCE STANDARDS:

6.1 The Government will monitor the required services as identified below:

Performance Requirement Summary (PRS) Table

Required Services from PW Specific Performance Measurement

Monitoring Method

5.1.3 Develop and continually

update requests for information.

Documents request all relevant information, reflect changes in the case as it progresses, and are initiated timely Documents are professionally written, logically organized, and reflect any specific direction provided by CFRD

100% review by Task Monitor Random samples reviewed by

COR

5.1.4 Obtain access to all

relevant information.

Contractor obtains information available to comparable parties and, when information is not provided, timely alerts CFRD so that legal actio can be initiated

100% review by Task Monitor

5.1.5 Attend , in person or by

telephone (as required by CFRD), all relevant meetings about the case, to include creditors committee meetings, to summarize in writing the discussion that occur during those meetings, and to provide CFRD with those written summaries by the next calendar day or earlier, as required by CFRD.

All meetings are attended in person o by telephone.

Meeting summaries are submitted timely Summaries are professionally written logically organized, and reflect any specific direction provided by CFRD

100% review by Task Monitor Random samples reviewed by

COR

PAGE 17 OF 76 16PBGC19R0029

5.1.7 and 5.1.8 Develop a recommended strategy and plan of execution to protect PBGC's interests.

This includes updating the strategy an plan of execution as facts and circumstances change.

Plan is developed and updated timely Plan reflects any specific direction provided by CFRD Plan appropriately balances and accounts for PBGC’s competing missions Plan balances various competing interests in the bankruptcy/restructuring activity, considers industry and macroeconomic trends, and recommends a path that is logically designed to protect PBGC's interests Plan is professionally written and logically organized

100% review by Task Monitor and COR

5.1.9 and / or 5.1.10 Other California state and / or federal utilitie and power industry regulatory analysis support / activities

[To be provided by PBGC.] To be determined

5.1.11 Provide CFRD with a

written recommendation as to what action PBGC should take regarding th plan sponsor's (and, as appropriate, controlled group members') ability to maintain the plan after emerging from bankruptcy/restructuring activities.

This may include, as required by CFRD, a probability analysis.

Recommendation is delivered timely, such that PBGC has appropriate time to react Recommendation logically flows fro Contractor's analyses and reflects any specific direction provided by CFRD Recommendation is professionally written and logically organized

100% review by Task Monitor and COR

PAGE 18 OF 76 16PBGC19R0029

5.1.12 and 5.1.13 Assist in the selection of an expert witness, if necessary. Contractor shall also prepar for and/or assist PBGC(or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all i a non- legal capacity. Identify ways to maximize PBGC's recovery, if PBGC or a court terminates the pension plan.

Present alternatives to CFRD for consideration, and then negotiate with relevant parties to arrive at the selecte alternative.

Reports are professional, comprehensive, persuasive, and conform to the specific rules of practice for the relevant court [PBGC will provide additional standards to the Contractor in the event of a need for expert witness reports and testimony.] n

100% review by Task Monitor and COR

5.1.14 Identify ways to

maximize PBGC's recovery, if PBGC or a court terminates the pension plan.

Methods are feasible, thoughtful, reflect the particular facts of the case, and are delivered timely Methods are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.16 Develop, as required by

CFRD, alternative plans to the debtor's/company's plans that are more favorable to PBGC.

Plans are comprehensive, logical, and facilitate presentation to relevant parties, including a court. Plans are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.17 Analyze all relevant

information to determine whether the plan sponsor can afford to maintain th pension plan for at least three years following the sponsor's emergence from bankruptcy protection/restructuring activities.

Analyses are developed and updated timely, and reflect any specific direction provided by CFRD Analyses are factually accurate, comprehensive, account for base case and downside scenarios, denote sourc material, consider industry and macro economic trends, and facilitate quick review by PBGC Analyses are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

PAGE 19 OF 76 16PBGC19R0029

5.1.18 Value the controlled

group and provide PBGC with an opinion as to whether one or more controlled group members can support the pension plan. In the event of plan termination, perform a net worth analysis of the controlled group member in accordance with PBGC regulation, 29 CFR Part 4062. In contemplation of a plan termination, perform a recovery waterfall under various scenarios.

Valuations and analyses are submitte timely, reflect any specific direction provided by CFRD, reflect industry standards, and conform to regulatory requirements.

Valuations and analyses are professionally written and logically organized

100% review by Task Monitor and COR

5.1.20 Do a What-if Analysis

and/or Alternatives Analysis of the Sponsor’s Business Plan

Alternatives are comprehensive, logical, and facilitate presentation to relevant parties, including a court.

Alternatives are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.21 Other Bankruptcy and

Restructuring Support and Related Activities

[To be provided by PBGC.] To be determined

7 DELIVERABLES AND DELIVERY SCHEDULE:

Deliverable Schedule

7.1 1. During the engagement the contractor shall deliver preliminary and final versions of the following. The contractor shall provide the information in a series of incremental reports as research/tasks are performed.

A valuation (going concern and liquidation) of each member of PG&E’ controlled group.

As agreed upon by the COR and Contractor

7.1.1 An analysis of PG&E’ business model and capital

structure under various restructuring plans. The analysis should address the prospects of the company and whether the capital structure will support a viable enterprise.

Analysis of PG&E’s business model and capital structure under various restructuring plans.

As agreed upon by the COR and Contractor

PAGE 20 OF 76 16PBGC19R0029

7.1.2 Net Work analysis of PG&E’s controlled group

under various restructuring plans.

As agreed upon by the COR and Contractor

7.1.3 An analysis of the affordability of PG&E’ ongoing

pension contributions on a cash-flow basis utilizing under various restructuring/refinancing alternatives. Key assumptions underlying the scenarios should be identified an justified.

Analysis of PG&E’s on-going pension contributions.

As agreed upon by the COR and Contractor

7.1.4 An analysis of the feasibility of PG&E’s interim and

long-term business plans, contemplating various restructuring/refinancing alternatives.

Analysis of the feasibility of PG&E’s interim and long-term business plans.

As agreed upon by the COR and Contractor

7.1.5 A list of potential options for PBGC to mitigate the

risk posed by PG&E’ financial situation along with a recommended course of action. All options should be explained indetail.

List of potential options for PBGC to mitigate risk posed by WEC and recommended course of action.

As agreed upon by the COR and Contractor

7.1.6 Recovery analysis of PBGC’s claims assuming

pension plan(s) termination.

As agreed upon by the COR and Contractor

7.1.7 The contractor shall provide bi-weekly reports that

include the following items listed below. The format of the reports and the report schedule will be specified upon award as agreed upon by the COR and the contractor.

7.1.7.1 Status of tasks to be performed;

7.1.7.2 Open issues for discussion with PBGC;

7.1.7.3 Work Completed; and, Incremental Reports as research/tasks are performed

Bi-Weekly Reports

As agreed upon by the COR and Contractor

PAGE 21 OF 76 16PBGC19R0029

7.1.8 Final Report at the end of the engagement

Final Report

At the end of the period of performance as agreed upon by the COR and Contractor

8. CONTRACTOR PERSONNEL:

The following labor categories and qualifications are provided for reference only. The Senior Managing Director and Managing Director shall be considered Key Personnel. The Contractor may provide personnel with different titles in accordance with the listed experience requirements. See Sections L and M for more information. Additionally, PBGC reserves the right to cancel the award of the contract if any of the key personnel named in an Offeror’s proposal is replaced prior to the start of contractor performance. Once contract performance begins, PBGC 52.237-7000 (Key Personnel) will control. Therefore, no changes to the Key Personnel should occur between the submission of the proposal and the contract award.

PAGE 22 OF 76 16PBGC19R0029

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 PBGC 52.201-7000 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.

H.2 PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

(a) Applicability

Contractors creating, working with, or otherwise handling Federal records, as defined in paragraph (b), regardless of the medium in which the record exists.

(b) Definitions

"Federal record" as defined in 44 U.S.C. 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency 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 United States Government or because of the informational value of data in them. The term Federal record includes PBGC records but does not include personal materials; applies to records created, received, or maintained by contractors pursuant to their PBGC contract; and may include deliverables and documentation associated with deliverables.

(c) Requirements

(1) Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a), and PBGC Directive IM 15-03, PBGC's Records Management Program. These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

(2) In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

(3) In accordance with 36 CFR 1222.32, contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

(4) PBGC and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody

PAGE 23 OF 76 16PBGC19R0029

of PBGC or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, contractor must report the incident to the PBGC Records Management Officer.

The agency must report promptly to NARA in accordance with 36 CFR 1230.

(5) The contractor is required to obtain the Contracting Officer's approval (with the exception of the initial award) prior to engaging in any contractual relationship (subcontractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The contractor (and any subcontractor) is required to abide by Government and PBGC guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information, as provided in PBGC 52.209-7002, Handling PBGC Data.

(6) The contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with PBGC policy.

(7) The contractor shall only use its PBGC e-mail address to conduct business on behalf of PBGC.

(8) The contractor shall not create or maintain any records containing any non-public PBGC information that is not specifically tied to or authorized by the contract. The contractor must protect any such information as provided in PBGC 52.209-7002, Handling PBGC Data.

(9) Any request for information, including by an individual pertaining to that individual, shall be directed to the PBGC Disclosure Officer for processing under the appropriate statutory scheme.

Information shall be made available only at the discretion of PBGC's Disclosure Officer and subject to the Freedom of Information Act, 5 U.S.C. Sec. 552, as amended; and any other applicable laws or regulations.

(10) All contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take PBGC-provided records management training. The contractor is responsible for confirming training has been completed according to PBGC policies, including initial training and any annual or refresher training.

(d) Flow down of requirements to subcontractors

(1) The contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this contract, and require written subcontractor acknowledgment of same.

(2) Violation by a subcontractor of any provision set forth in this clause will be attributed to the contractor.

H.3 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

(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 Pension Benefit Guaranty Corporation (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

PAGE 24 OF 76 16PBGC19R0029

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 Contracting Officer, and shall include a full description of the requested waiver and the rationale supporting the request. If it is determined to be in the best interests of the Government, the Contracting Officer may grant the waiver, after consultation with the PBGC Office of General Counsel.

(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 (SAT). 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 Contracting Officer prior to entering into the subcontract.

H.4 PBGC 52.209-7002 HANDLING PBGC DATA (MAY 2017)

PAGE 25 OF 76 16PBGC19R0029

(a) To the extent that the work under this contract requires the contractor to be given access to PBGC data, which includes, but is not limited to, personally identifiable information (PII) and controlled unclassified information (CUI) (collectively, "Sensitive Information"), the contractor shall take measures necessary to restrict access to and safeguard such data from unauthorized use and disclosure.

(1) For purposes of this clause, PII refers to any information about an identifiable individual maintained by the Pension Benefit Guaranty Corporation (PBGC), including but not limited to an individual's employment, medical and financial history, educational background, and family information that can be used to identify or trace an individual's identity, such as an individual's name, social security number, date and place of birth, mother's maiden name, and biometric records.

(2) CUI is information that laws, regulations, or Government-wide policies require to have access, safeguarding, or dissemination controls but excluding classified information. For these purposes, CUI includes PBGC records, pension plan and participant records, as well as any other Government information related to work pursuant to this contract and agency information related to existing, proposed, or contemplated legal, policy, program, operational, or similar matters.

(b) For the purposes of…