A21_Government_Responses_to_Industry_Feedback_(Attachment_4)_0001_0001.pdf

PBGC Expert Financial Advisory Services CUI Attachment 4:

Government Responses to Industry Feedback

RFQ Attachment # Page # Question/Comment Government Response RFQ Revision References

01 1 Has PBGC performed preemptive risk assessments that it can share with us? No, PBGC has not performed preemptive risk assessments. None.

01 1 Is there is a monitoring function that PBGC has in place or is considering for these types of credits? Yes, PBGC has monitoring functions in place. None.

01 1

Can PBGC share the status of document production including: data room established, current and historical financial statements by entity and consolidated, interim management reports, pension plan financial statements, pension plan actuarial reports, status of relations with state and federal regulators, short and long term forecasts?

PBGC has gathered that information to the extent the company has it and has provided it.

None.

01 1 Can PBGC share the status of negotiations including: details of any proposals from Prospect, Prospect’s Counsel, key management contacts, data room established, current efforts to restructure, operations, capital structure?

To date, Prospect Medical has not provided a proposal to PBGC. The agency has key management contacts and is in touch with them regularly. The current efforts to restructure operations and capital structure are public knowledge and may be found in the bankruptcy filings. To the extent PBGC has documents that are private and not in the bankruptcy filings, they can be provided once the financial advisor is selected.

None.

01 2 Does PBGC anticipate deploying all four levels of support on each matter? What amount of time does PBGC expect per level of service? For example, the solicitation indicates that EFAS: High – Level Support requires 12 months of support.

Required levels of support may vary over the life of the contract depending on the needs of the Government in relation to this requirement. The quantities included in the Pricing Worksheet represent the Government's best estimate of its needs based on current information available. The CLIN structure for Option Period 1 allows for some level of variability; however, no period of performance will exceed 12 months.

Each level of support is inclusive of the tasks inherent to the levels of support beneath it. As such, the Contractor will invoice for the highest level of support required by the Government in a given month. For example, PBGC anticipates needing a high level of support across the 12-month base period, which--in addition to the intensified activities outlined for this level--may also include tasks inherent to the medium, low, and case-monitoring levels of support. In this case, the Contractor would invoice at the monthly rate for a high level of support.

See PWS section 3.

01 9 In the PWS Section 4.2.9, the narrative in the Specific Performance Measurement column appears cut off. Can you please provide the narrative not currently visible?

The Government expanded row 4.2.9 in the Performance Requirement Summary (PRS) Table in PWS section 5, and the narrative is now visible.

None.

01 10 In the PWS Section 4.2.11, the narrative in the Specific Performance Measurement column appears cut off. Can you please provide the narrative not currently visible?

The Government expanded row 4.2.11 in the Performance Requirement Summary (PRS) Table in PWS section 5, and the narrative is now visible.

None.

01 10 In the PWS Section 4.2.14, the narrative in the Specific Performance Measurement column appears cut off. Can you please provide the narrative not currently visible?

The Government expanded row 4.2.14 in the Performance Requirement Summary (PRS) Table in PWS section 5, and the narrative is now visible.

None.

01 14 Is any level of security clearance or background check required for Key Personnel? Security clearances and background checks are not required for key personnel. None.

01 15 Offerors may not be able to guarantee key personnel assignments at the time of submission due to competing client needs and uncertainties associated with timing of awards. Will PBGC accept key personnel of equal skills and experience as those proposed in the Contractor's quote?

In accordance with PWS section 11.4, "PBGC reserves the right to cancel award of the contract if any of the key personnel named in the Contractor’s quote is replaced prior to the start of the contract. Therefore, no changes to proposed Key Personnel, the Team Lead and Deputy Team Lead (or equivalent), may occur between the submission of the Contractor’s quote and contract award."

All proposals for reassignment of key personnel following contract award must comply with the requirements of PBGCFARS clause 52.237-7000(b).

None.

CUI // Source Selection Information. See FAR 2.101 and 3.104.

RFQ Attachment # Page # Question/Comment Government Response RFQ Revision References

02 7 Section 3 references 2 attachments. Please confirm the document titled "Sol_16PBGC25Q0054.pdf" is the "Industry Feedback Form (Attachment 2)" that is referenced.

The RFQ posted on SAM.gov is titled "Sol_16PBGC25Q0054.pdf."

Section 3 in the RFQ references the following three attachments:

1 - A05_PWS (Attachment 1) 2 - A21_RFQ_Industry Feedback Form (Attachment 2) 3 - A21_RFQ_Pricing Worksheet (Attachment 3)

The Industry Feedback Form (Attachment 2) is the Excel worksheet used by industry to submit questions pertaining to the solicitation.

None.

02 8 May headers, footers, and captions have font sizes less than 10pt, provided that they are legible? Font size for headers, footers, and captions must be 10-point or higher. See RFQ section 4.3.

02 9 Does PBGC wish to receive 3 separate volumes/documents per submission or can offerors combine the Administrative Materials and Corporate Experience Portfolio into one PDF document and submit along with the Price Worksheet in excel?

Quoters shall label and submit quotes in three volumes in accordance with the table in RFQ section 4.3.

None.

02 10 Can reference contract information be provided upon request? Due to client confidentiality, offerors may wish to coordinate reference calls with the Government instead of providing email and phone addresses.

If references cannot be provided due to client confidentiality, please indicate as such and confirm that reference checks will be coordinated upon request.

See RFQ section 4.4.2.1.

03 1 The Solicitation indicates Option Period 1 is for 12 months, but the sum of the months across CLIN 1001 through 1006 is 14 months in the Price Worksheet. Is this because the level of support may change each month, but the total quantity for Option Period 1 will not exceed 12 months?

Required levels of support may vary over the life of the contract depending on the needs of the Government in relation to this requirement. The quantities included in the Pricing Worksheet represent the Government's best estimate of its needs based on current information available. The CLIN structure for Option Period 1 allows for some level of variability; however, no period of performance will exceed 12 months.

None.

03 1 The Price Worksheet column I requests unit prices for a Six-Month Extension. However, the sum of the months in column I is 7. Is this because the level of support may change each month, but the total quantity for the extension will not exceed 6 months?

Pursuant to FAR 52.217-8, Option to Extend Services, the total extension of performance shall not exceed six months.

In accordance with the Pricing Worksheet (Attachment 3): "For the purpose of determining the total price for the six-month extension authorized by FAR 52.217- 8, companies shall calculate the total price as one-half of the total price for the final option period of the contract. Accordingly, each quote must include pricing regarding the exercise of FAR 52.217-8."

As such, unit prices quoted for the six-month extension shall be equivalent to those quoted for Option Period 1. If the Government chooses to extend performance pursuant to FAR 52.217-8 the total quantity of the extension will not exceed six months.

None.

03 1 Will PBGC accept alternative pricing models including hourly rates?

The Government does not intent to award a labor-hour contract. Quoters must provide firm-fixed-price quotes in accordance with the provided Pricing Worksheet (Attachment 3).

None.

SAM Posting 1 Does a copy of Standard Form 1449 (i.e., pages 1-2 of the Solicitation) with fields 12, 17, 23, 24, and 30 completed need to be submitted, and if so, in which Volume should it be included?

Quoters do not need to complete any fields or submit the SF-1449. None.

SAM Posting 1 If Standard Form 1449 needs to be submitted, do fields 23 and 24 need to be completed if the pricing information is already separately submitted via the excel Price Worksheet?

Quoters do not need to complete any fields or submit the SF-1449. Quoters shall provide their price quotes using the provided Pricing Worksheet (Attachment 3).

None.

SAM Posting 9 Can you confirm that when we submit our proposal, it should be in the form of a single email with three attachments - (1) pdf containing Administrative Materials volume; (2) pdf containing Corporate Experience Portfolio volume; (3) excel Price Worksheet?

Quotes must be separated by volume and submitted via email to the Government points of contact referenced in RFQ section 4.5. Each volume must be contained within its own unique zipped folder labeled in accordance with table in section 4.3 (e.g., “Volume 1 – Administrative Materials” or simply “Volume 1”).

Quoters may submit their quotes in up to three (3) emails, as necessary, to circumvent file-size limitations.

See RFQ section 4.3.

RFQ Attachment # Page # Question/Comment Government Response RFQ Revision References

SAM Posting 9 In Section 4.3 Formatting Requirements, are there any applicable margin size requirements for each of the volumes?

There are no margin requirements; however, all data and graphics must be visible and legible.

None.

SAM Posting 9 In Section 4.3 Formatting Requirements, is there any page limit for the Cover Letter? There is no page limit for the cover letter. None.

SAM Posting 9 In Section 4.3 Formatting Requirements, is there any page limit for the Organizational Conflict of Interest (OCI) Risk Mitigation Plan?

There is no page limit for the OCI Risk Mitigation Plan. None.

SAM Posting 9 In Section 4.4.1.1 Cover Letter, there is a list of content to include. Is this list exhaustive or can we include additional information in the Cover Letter at our discretion such as our firm’s qualifications including healthcare industry expertise?

The cover letter shall include only the content described in the RFQ at section

4.4.1.1. The Government will not consider extraneous or supplemental information submitted by the Quoter.

See RFQ section 4.4.1.1.

SAM Posting 10 In Section 4.4.1.1 Cover Letter, it states the Cover Letter is to include "A list of the additional quote documents being submitted concurrently with the cover letter." What are some examples of additional quote documents that are to be submitted?

Additional quote documents include those referenced in RFQ section 4.3. None.

SAM Posting 10 Section 4.4.2 Corporate Experience Portfolio indicates that all relevant experience must have occurred within the past 5 years. Please confirm that if a project commenced more than 5 years ago but concluded within the past 5 years or is still ongoing, it would qualify.

Quoters may include projects that commenced more than five years ago if they concluded within the past five years or are still ongoing.

See RFQ section 4.4.2.

SAM Posting 10 In Section 4.4.2.1 Abstract, there is a list of content to include. Is this list exhaustive or can we include additional information in the Abstract at our discretion as long as it satisfies the one-page limit?

The Abstract shall include only the content described in RFQ section 4.4.2.1. The Government will not consider extraneous or supplemental information submitted by the Quoter.

See RFQ section 4.4.2.1.

SAM Posting 10 In Section 4.4.2.1 Abstract, it requests a "dollar value of engagement" for each project included. Is this to represent the fees earned by the Quoter from the project?

The "dollar value of the engagement" requested in RFQ section 4.4.2.1 represents the fees earned by the Quoter from the project.

None.

SAM Posting 10

In Section 4.4.2.1 Abstract, it requests the contact information for "an employee of the client organization with first-hand knowledge of the Quoter's work on the project." If the project involved the Quoter serving as financial advisor to the Official Committee of Unsecured Creditors of a healthcare company that filed for Chapter 11, can the reference be one of the members of the Committee (or counsel to such member of the Committee) or an attorney that served as counsel to the Committee? Can the reference be a PBGC employee if the PBGC served on such Committee?

If the project involved the Quoter serving as financial advisor to the Official Committee of Unsecured Creditors in relation to a healthcare company that filed for Chapter 11, Quoters may include a Committee member or an attorney that served as counsel to the Committee; however, the reference shall not be a PBGC employee.

None.

SAM Posting 12

This solicitation identifies this procurement as a FAR Part 12 Acquisition of Commercial Items. We recognize the purpose of FAR Part 12 is for the procuring activity to obtain commercial items from commercial sources, so the procuring activity can realize certain customary benefits in acquiring goods and services directly from commercial sources.

Under FAR Part 12, FAR Subpart 12.302 allows the Contracting Officer to conduct commercial transactions on equal footing with other commercial entities acquiring the same, or similar, commercial services available to the public under the same terms and conditions as are routinely available to the public. Under this procurement utilizing FAR Part 12, the PBGC benefits, to the same extent as any other commercial consumer, from the advantages associated with the commercial industry practices in this specialized marketplace. However, a critical consideration in utilizing the commercial marketplace, as identified in FAR Subpart 12.213, is the recognition that “it is common practice in the commercial marketplace for both the buyer and seller to propose terms and conditions written from their particular perspectives” and to “seek to balance the interests of both” parties. The Contracting Office has also been granted broad discretion under FAR Part 12 to negotiate and modify contract terms and conditions as appropriate and as needed. Will the PBGC consider modifying the solicitation to allow for the parties to negotiate standard commercial terms that are customary in this marketplace?

Pursuant to RFQ section 5.2.4, following evaluation of all Acceptable quotes under Factors 2 and 3, the Government will consider exceptions and proposed alternatives to the Government’s terms and conditions, if any, as stated in the cover letter from the otherwise apparently successful Quoter. If the Government is unable to accept or negotiate alternative terms and conditions to the satisfaction of both parties, contract award will not be made to that Quoter.

See RFQ sections 4.4.1.1. and 5.2.4.

SAM Posting 14 Is there anything from the Provisions and Clauses section of the Solicitation from pages 14 through 68 that needs to be completed by the Quoter and submitted as an attachment, and if so, in which Volume should it be included?

In accordance with RFQ section 4.4.1.1, cover letters must incorporate "[c]ompleted provisions not referenced in FAR 52.212-1 (as applicable; see the provisions and clauses listed in section 5 of this solicitation)."

If the Quoter has completed these provisions as part of its Entity Registration in the System for Award Management (SAM.gov), the Quoter may state as such in the cover letter and attach a copy of its Certs and Reps.

See RFQ section 4.4.1.1.

RFQ Attachment # Page # Question/Comment Government Response RFQ Revision References

SAM Posting 15

For this procurement, each commercial offeror has customary standard terms and conditions which are significantly important to each entity for managing and sharing performance risk and other commercial business considerations in this specialized marketplace targeted by this solicitation. One significant customary commercial industry practice in this finance and accounting marketplace is negotiating commercial terms (including, Limitation of Liability, Warranty, and Intellectual Property protections). Will the PBGC modify the solicitation to allow for vendors to offer (include in their proposal) their customary standard terms, to the extent they are permitted by law, as is our customary practice in the industry and commercial marketplace (and authorized by FAR 12.302 for the Contracting Officer to “tailor the provision at . . . 52.212-4, Contract Terms and Conditions—Commercial Items, to adapt to the market conditions for each acquisition”)?

In accordance with RFQ section 4.4.1.1, Quoters shall include in their cover letters any exceptions the Quoter takes with regard to the Government’s terms and conditions. Quoters are encouraged to state with reasonable specificity the term(s) and condition(s) that the Quoter takes exception to, the specific alternative provision(s) proposed, if any, and any impacts (particularly with respect to price and/or willingness to honor a quote) should the exception not be accepted by the Government.

See RFQ sections 4.4.1.1. and 5.2.4.

SAM Posting 15

In the commercial marketplace, “risk” is an important factor in pricing services. One of the most significant controls on “risk” is the “Limitation of Liability” provision that addresses both indirect and direct damages, which is a standard and customary commercial term in this specialized industry. In this solicitation, PBGC has included FAR Subparts 52.212-4 which contains the same industry-standard limitation of liability for indirect damages, as is customary in this marketplace. However, direct damages are not addressed to the same extent normally, and customarily, addressed in these types of highly technical and critically important engagements. PBGC does include FAR 52.246-25 but that provision only addresses “loss of or damage to property of the Government”, which leaves direct damages related to the services performed overlooked (resulting in no limit on liability for direct damages). The customary commercial practice in this marketplace, for these services, is to limit direct damage liability, for both parties, to the aggregate contract value (price). Will the PBGC agree to modify the solicitation to accept, consistent with FAR Part 12, the customary standard commercial terms for limitation of liability related to direct damages, OR, alternatively, will the PBGC agree to modify the solicitation to permit consideration of inclusion of a reasonable limitation of liability on direct damages that is customary in this marketplace and that serves the interests of both parties?

See RFQ sections 4.4.1.1 and 5.2.4. See RFQ sections 4.4.1.1 and 5.2.4.

SAM Posting 53 FAR 52.216-25 Contract Definitization is prescribed for and intended for letter contracts. Does PBGC intend on awarding a letter contract? If not, would PBGC consider removing this clause?

The Government does not intend to award a letter contract and has removed the clause at FAR 52.216-25 from the solicitation.

None.