Amendment_01_-_PBGC01-RP-17-0016.pdf

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

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

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

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

(x) 9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

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

CODE FACILITY CODE

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

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

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

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

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

Check One

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

CONTRACT ORDER NO. IN ITEM 10A.

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

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

D. OTHER (Specify type of modification and authority)

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

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

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

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

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

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

(Signature of person authorized to sign)

15C. DATE SIGNED

(Signature of Contracting Officer)

16C. DATE SIGNED

Continuation Page

PAGE 2 OF 81 PBGC01-RP-17-0016/01

Continued from Block 14...

3. Revise Section H.1 (Page 36) to correct a spelling error relating to the Key Personnel required specialized experience.

4. Revise Section L.7 (Page 62) to allow the use of landscape format for Volumes 1-3.

5. Revise Section L.10 (Page 64) to increase the Volume 2 page limit from 3 to 5 pages.

6. Revise Section L.10.1 (Pages 69-70) to change the requirement for a list of 3 to 6 instances of Expert Witness experience to "at least one (1), and no more than six (6)". This change applies to both Support Areas.

7. Revise Section L.10.4.a (Page 74) to replace "SF 33" with "SF 1449".

Table of Contents

PAGE 3 OF 81 PBGC01-RP-17-0016/01

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 SERVICES AND PRICES

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 PERFORMANCE WORK STATEMENT

SECTION D PACKAGING AND MARKING

D. 1 PBGC 52.247-7000 PACKAGING AND MARKING (JAN 2012)

SECTION E INSPECTION AND ACCEPTANCE

E. 1 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

SECTION F DELIVERIES OR PERFORMANCE

F. 1 PLACE AND PERIOD OF PERFORMANCE

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 ORDERING PROCEDURES

G. 2 52.242-15 STOP-WORK ORDER (AUG 1989)

G. 3 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

G. 4 PBGC 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (APR 2017)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 KEY PERSONNEL MINIMUM QUALIFICATIONS

H. 2 PBGC 52.204-7000 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014)

H. 3 PBGC 52.209-7000 HANDLING SENSITIVE INFORMATION (MAR 2016)

H. 4 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

H. 5 PBGC 52.237-7000 KEY PERSONNEL (MAR 2012)

H. 6 PBGC 52.237-7002 FITNESS DETERMINATION (APR 2016)

H. 7 PBGC 52.237-7005 INFORMATION SECURITY TRAINING (MAR 2016)

H. 8 PBGC 52.237-7006 PROFESSIONAL ATTIRE (OCT 2005)

H. 9 PBGC 52.237-7007 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013)

H. 10 PBGC 52.237-7010 CONTRACTOR EMPLOYMENT OF PBGC PERSONNEL (OCT 2008)

H. 11 PBGC 52.239-7000 SECTION 508 ACCESSIBILITY STANDARDS (MAR 2016)

H. 12 PBGC 52.242-7000 POSTAWARD CONFERENCE (MAR 2016)

H. 13 ADDENDUM TO PBGC 52.242-7000

H. 14 PBGC 52.215-7003 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

H. 15 PBGC 52.215-7010 SUBMISSION OF PROPOSALS - ELECTRONIC (JAN 2016)

SECTION I CONTRACT CLAUSES

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

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

I. 3 52.202-1 DEFINITIONS (NOV 2013)

I. 4 52.203-3 GRATUITIES (APR 1984)

I. 5 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

I. 6 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 7 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I. 8 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

I. 9 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2016)

I. 10 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

I. 11 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017)

I. 12 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

Table of Contents

PAGE 4 OF 81 PBGC01-RP-17-0016/01

I. 13 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I. 14 52.224-2 PRIVACY ACT (APR 1984)

I. 15 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

I. 16 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JAN 2017)

I. 17 52.216-18 ORDERING (OCT 1995)

I. 18 52.216-19 ORDER LIMITATIONS (OCT 1995)

I. 19 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I. 20 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 21 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 22 52.233-2 SERVICE OF PROTEST (SEP 2006)

SECTION J LIST OF ATTACHMENTS

J. 1 ATTACHMENT A - SAMPLE INFORMATION REQUEST

J. 2 ATTACHMENT B - QASP REPORT FORM

J. 3 ATTACHMENT C - CONFLICT OF INTEREST LETTER

J. 4 ATTACHMENT D - PAST PERFORMANCE REFERENCE FORM

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2016)

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

K. 3 52.216-28 MULTIPLE AWARDS FOR ADVISORY AND ASSISTANCE SERVICES (OCT 1995)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JAN 2017)

L. 2 PROPOSAL INSTRUCTIONS

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 EVALUATION CRITERIA

PAGE 5 OF 81 PBGC01-RP-17-0016/01

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 SERVICES AND PRICES

B.1. Contract Type: Multiple award Indefinite Delivery Indefinite Quantity (IDIQ) Firm Fixed Price contracts. The government shall make awards per type of Support Area. Offerors may propose on CLINs 0001 through 0003 (Transaction Support Area), CLIN 0004 through 0006 (Bankruptcy and Restructuring Support Area), or both. If proposing both support areas, separate proposals are required.

B.2. Minimum Guarantee:

The minimum guarantee for each awardee is $3,500.00 to be obligated via Task Order during the base period of performance. Awardees are not guaranteed work beyond the minimum guarantee.

B.3. IDIQ Maximum Ceiling:

The maximum ceiling amount for the overall Multiple Award IDIQ (to include all task orders to all awardees) is $50,000,000.00.

B.4. Task Order Minimum / Maximum:

The government is not obligated to purchase nor is the contractor obligated to furnish services in the amount less than $3,500.00. Further, the contractor is not obligated to honor any single order or combination of any order in excess of $50,000,000 or a series of orders within 30 days, which together exceeds $50,000,000.

B.5. Method of Pricing: PBGC will reimburse the Contractor based upon using a FFP monthly fee arrangement. Each task order will be separately priced. Contractors must indicate in Section B the maximum monthly unit price that it will charge for the firm fixed priced services described in Section C. Expert witness support and ODCs will be priced at the Task Order level.

B.6. Contract Line Item Number (CLIN) Description

B.6.1 CLIN 0001 TRANSACTION SUPPORT - FFP:

The contractor shall provide Transaction Support Services described in Section C.3.1.

The contractor’s monthly unit prices for each level of effort CLIN are the maximum unit prices that may be proposed for all IDIQ task orders. PBGC and the Contractor may negotiate lower unit prices for a particular Task Order. PBGC may order the three (3) levels of support described below in any combination. PBGC will include optional CLINs and activate the services through formal modification of the Task Order if required.

The three levels of effort for a Transaction Support Task Order are:

Sub CLIN 0001AA Low: Contractor activity limited to monitoring events, participating in regularly scheduled meetings, and providing regular updates to PBGC. Activities typically include no more than:

1. Waiting for responses to requests for information

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

3. Reviewing routine, periodic reports, such as weekly cash-flow

PAGE 6 OF 81 PBGC01-RP-17-0016/01

statements

Sub CLIN 0001AB 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 no more than:

1. Drafting information requests

2. Establishing relationships with relevant parties

3. Obtaining access to the data room

4. Identifying the plan's controlled group

5. Developing a recommended strategy & plan of execution

6. Running data through established models

7. Waiting for responses to requests for information

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

9. Reviewing routine, periodic reports, such as weekly cash-flow

10. Occasional discussions with relevant parties

Sub CLIN 0001AC 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:

1. Developing models and running data through model

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

3. Determining the feasibility of the proposed capital structure

4. Valuing the plan's controlled group

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

6. Negotiations

Option Sub CLIN 0001AD 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:

1. Low level case monitoring

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. Continuation of the monthly status report requirement.

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 three levels of effort - low, medium, and high - will be paid on a firm fixed price basis as set forth above. The expected level of effort will be established by PBGC in the task order.

Within the last 5 business days of the month being worked, for the duration of the task order, PBGC will have the option to propose a level of effort to be worked by the Contractor, based on the

PAGE 7 OF 81 PBGC01-RP-17-0016/01

expected activity required for the next following month and if a substantial change in level of effort is in order. 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. The contractor may also propose a change in the work level.

B.6.2 OPTION CLIN 0002 EXPERT WITNESS – FFP:

The contractor shall provide expert witness support upon request. Expert witness services are expected to be used in a minimal amount of cases given PBGC’s past experience and historical knowledge of this requirement. The FFP amount for the expert witness shall be negotiated upon task order award or through formal modification.

B.6.3 OPTION CLIN 0003 OTHER DIRECT COSTS (ODCs) - NTE:

Travel requirements will be identified at the Task Order Level and a NTE amount will be included in the Task Order award if travel is required. All ODC’s shall be approved by the COR and conform to the Federal Travel Regulations.

B.6.4 CLIN 0004 BANKRUPTCY and RESTRUCTURING SUPPORT – FFP:

The contractor shall provide the services described in Section C.3.2. The FFP amounts for each level of effort serve as a ceiling price for each task order. PBGC and the Contractor may negotiate lower prices for a particular Task Order. PBGC may order the three (3) levels of support described below in any combination. PBGC will include the optional CLIN for Case Monitoring Support and activate the optional CLIN for Case Monitoring Support through formal modification of the Task Order if required.

The three levels of effort for a Bankruptcy & Restructuring Task Order are:

Sub CLIN 0004AA Low: Contractor activity limited to monitoring events, participating in regularly scheduled meetings, and providing regular updates to PBGC. Activities typically include no more than:

1. Waiting for responses to requests for information

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

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

Sub CLIN 0004AB 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 no more than:

1. Drafting information requests

2. Establishing relationships with relevant parties

3. Obtaining access to the data room

4. Identifying the plan's controlled group

5. Developing a recommended strategy & plan of execution

6. Running data through established models

7. Waiting for responses to requests for information

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

PAGE 8 OF 81 PBGC01-RP-17-0016/01

9. Reviewing routine, periodic reports, such as weekly cash-flow

10. Occasional discussions with relevant parties

Sub CLIN 0004AC 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:

1. Developing models and running data through model

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

3. Determining the feasibility of the proposed capital structure

4. Valuing the plan's controlled group

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

6. Negotiations

Option Sub CLIN 0004AD Case Monitoring Support: On rare occasions, there may be a period where minimal work will be performed by the contractor. If this occurs for a prolonged period of time, PBGC may exercise this optional CLIN for “Case Monitoring Support” through formal modification of the Task Order. Case Monitoring Support will consists of:

1. Low level case monitoring

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. Continuation of the monthly status report requirement.

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 three levels of effort - low, medium, and high, as well as the optional CLIN for Case Monitoring Support - will be paid on a firm fixed price basis as set forth above. The expected level of effort will be established by PBGC in the task order. Within the last 5 business days of the month being worked, for the duration of the task order, PBGC will have the option to propose a level of effort to be worked by the Contractor, based on the expected activity required for the next following month and if a substantial change in level of effort is in order. 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. The contractor may also propose a change in the work level.

B.6.5 OPTION CLIN 0005 EXPERT WITNESS – FFP:

The contractor shall provide expert witness support upon request. Expert witness services are expected to be used in a minimal amount of cases given PBGC’s past experience and historical knowledge of this requirement. The FFP amount for the expert witness will be negotiated upon task order award or through formal modification.

B.6.6 OPTION CLIN 0006 OTHER DIRECT COSTS (ODCs) - NTE:

Travel requirements will be identified at the Task Order Level and a NTE amount will be included in the Task Order award for travel required. All ODC’s shall be approved by the COR prior to travel and conform to the Federal Travel Regulations (FTR).

PAGE 9 OF 81 PBGC01-RP-17-0016/01

B.7 PRICING SCHEDULE

The Contractor shall provide services required based upon the FFP Price CLINs as specified below.

Note: For purposes of price evaluation, Offerors shall price out one 12-month hypothetical task order for the Support Area(s) being proposed, to include all option years. The Offeror shall not price the Expert Witness or ODCs. Columns four (4) and five (5) are for evaluation purposes only and will removed from Section B at the time of award.

BASE PERIOD Twelve Months from the Date of IDIQ Award

CLIN

NUMBER

Description (1)

Unit of Issue (2)

Unit Price (3)

Estimated Quantity

(4)

Total Evaluated Price (5)

(Column 3 *4) CLIN 0001 Transaction

Support

0001AA

LOW Level of Effort

Month $ 2 Months $

CLIN

0001AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

0001AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

0001AD

Case Monitoring Support

Month $ 1 Month $

OPT CLIN

Expert Witness Support

FFP – To Be Priced at TO Level

OPT CLIN

ODCs NTE – TBD at TO Level

Total Evaluated Price (CLINs 0001AA-0001AD) $

CLIN 0004 Bankruptcy and Restructuring

0004AA

LOW Level of Effort

Month $ 2 Months $

CLIN

0004AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

0004AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

0004AD

Case Monitoring Support

Month $ 1 Month $

OPT CLIN

Expert Witness Support

FFP – To Be Priced at TO Level

OPT CLIN ODCs NTE – TBD at

PAGE 10 OF 81 PBGC01-RP-17-0016/01

0006 TO Level Total Evaluated Price (CLINs 0004AA-0004AD) $

OPTION PERIOD ONE

Unit of Issue (2)

Unit Price (3)

Estimated Quantity

(4)

Total Evaluated Price (5)

(Column 3 *4) CLIN 1001 Transaction

1001AA

LOW Level of Effort

Month $ 2 Months $

CLIN

1001AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

1001AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

1004AD

Case Monitoring Support

Month $ 1 Month $

OPT CLIN

Expert Witness Support

FFP – To Be Priced at TO Level

OPT CLIN

ODCs NTE – TBD at TO Level

Total Evaluated Price (CLINs 1001AA-1001AD) $

CLIN 1004 Bankruptcy and

1004AA

LOW Level of Effort

Month $ 2 Months $

CLIN

1004AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

1004AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

1004AD

Case Monitoring Support

Month $ 1 Month $

OPT CLIN

Expert Witness Support

FFP – To Be Priced at TO Level

OPT CLIN

ODCs NTE – TBD at TO Level

Total Evaluated Price (CLINs 1004AA-1004AD) $

PAGE 11 OF 81 PBGC01-RP-17-0016/01

OPTION PERIOD TWO

Unit of Issue (2)

Unit Price (3)

Estimated Quantity

(4)

Total Evaluated Price (5)

(Column 3 *4) CLIN 2001 Transaction

2001AA

LOW Level of Effort

Month $ 2 Months $

CLIN

2001AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

2001AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

2001AD

Case Monitoring Support

Month $ 1 Month $

CLIN 2002 Expert Witness Support

FFP – To Be Priced at TO Level

CLIN 2003 ODCs NTE – TBD at TO Level

Total Evaluated Price (CLINs 2001AA-2001AD) $

CLIN 2004 Bankruptcy and

2004AA

LOW Level of Effort

Month $ 2 Months $

CLIN

2004AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

2004AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

2004AD

Case Monitoring Support

Month $ 1 Month $

CLIN 2005 Expert Witness Support

FFP – To Be Priced at TO Level

CLIN 2006 ODCs NTE – TBD at

Total Evaluated Price (CLINs 2004AA-2004AD) $

PAGE 12 OF 81 PBGC01-RP-17-0016/01

OPTION PERIOD THREE

Unit of Issue (2)

Unit Price (3)

Estimated Quantity

(4)

Total Evaluated Price (5)

(Column 3 *4) CLIN 3001 Transaction

3001AA

LOW Level of Effort

Month $ 2 Months $

CLIN

3001AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

3001AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

3001AD

Case Monitoring Support

Month $ 1 Month $

CLIN 3002 Expert Witness Support

FFP – To Be Priced at TO Level

CLIN 3003 ODCs NTE – TBD at TO Level

Total Evaluated Price (CLINs 3001AA-3001AD) $

CLIN 3004 Bankruptcy and

3004AA

LOW Level of Effort

Month $ 2 Months $

CLIN

3004AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

3004AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

3004AD

Case Monitoring Support

Month $ 1 Month $

CLIN 3005 Expert Witness Support

FFP – To Be Priced at TO Level

CLIN 3006 ODCs NTE – TBD at

Total Evaluated Price (CLINs 3004AA-3004AD) $

PAGE 13 OF 81 PBGC01-RP-17-0016/01

OPTION PERIOD FOUR

Unit of Issue (2)

Unit Price (3)

Estimated Quantity

(4)

Total Evaluated Price (5)

(Column 3 *4) CLIN 4001 Transaction

4001AA

LOW Level of Effort

Month $ 2 Months $

CLIN

4001AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

4001AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

4001AD

Case Monitoring Support

Month $ 1 Month $

CLIN 4002 Expert Witness Support

FFP – To Be Priced at TO Level

CLIN 4003 ODCs NTE – TBD at TO Level

Total Evaluated Price (CLINs 4001AA-4001AD) $

CLIN 4004 Bankruptcy and

4004AA

LOW Level of Effort

Month $ 2 Months $

CLIN

4004AB

MEDIUM Level of Effort

Month $ 3 Months $

CLIN

4004AC

HIGH Level of Effort

Month $ 6 Months $

OPT CLIN

4004AD

Case Monitoring Support

Month $ 1 Month $

CLIN 4005 Expert Witness Support

FFP – To Be Priced at TO Level

CLIN 4006 ODCs NTE – TBD at

Total Evaluated Price (CLINs 4004AA-4004AD) $

PAGE 14 OF 81 PBGC01-RP-17-0016/01

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 PERFORMANCE WORK STATEMENT

C.1. BACKGROUND

The Pension Benefit Guaranty Corporation (PBGC) is a federal agency that guarantees payment of private pension benefits when companies and pension plans fail. PBGC protects some 44 million Americans in over 27,500 private defined benefit and benefit plans. Under the Employee Retirement Income Security Act (ERISA) plan sponsors and their controlled group members (loosely defined as parents, subsidiaries and affiliated companies) are jointly and severally liable for making minimum required contributions to their pension plans. When a pension plan terminates, plan sponsors and controlled group members are liable to PBGC or the unfunded benefit liabilities (UBL) associated with the terminated plan.

PBGC requires the services of financial advisory firms to supports its interests in bankruptcy and restructuring and transactions and related matters. Through its Corporate Finance and Restructuring Division (CFRD), PBGC monitors the activities of pension plan sponsors and their controlled group members to ascertain whether those activities pose a risk to the pension plans insured by PBGC. If so, CFRD strives to mitigate risk. Bankruptcy and restructuring activities undertaken by plan sponsors and their controlled group members frequently pose a risk to PBGC's insurance program.

C.2. SCOPE OF WORK AND DEFINITION OF SUPPORT SERVICES

The Contractor shall provide PBGC with high quality, experienced financial advisory services in support of one or both major Support Areas, which are: 1. Transaction Support and 2. Bankruptcy and Restructuring Support. As applicable to the awarded Support Area(s), the Contractor shall provide complex bankruptcy and restructuring activities, transactions, valuations, and other matters involving pension plan sponsors and controlled group members in a manner that enhances PBGC's mission by mitigating risks to the Pension Insurance Program and, when appropriate, maximizing PBGC' s recoveries.

When a requirement arises with which CFRD needs assistance, PBGC will determine which Support Area the requirement falls under and then extend to all Contractors awarded a seat under the applicable support area a fair opportunity to compete for the task order.

As a result, PBGC requires the Contractor to provide support in the following area(s):

C.2.1 Transaction Support, when a plan sponsor or controlled group member becomes involved in a transaction, CFRD quickly reviews that transaction to get an initial idea as to the level of risk it might pose to PBGC’s insurance program. Ideally this is done well in advance of the close of the transaction, but it frequently occurs while various parties are pressing to close the transaction. If the risk level is troubling, CFRD engages with the plan sponsor to obtain detailed information about the transaction. With that detailed information in hand, CFRD analyzes the issues and determines the appropriate course of action to protect the pension plan and PBGC’s interests. Mitigation measures take various forms, from additional contributions into the pension plan to plan termination and recovery of termination liabilities. The plan sponsor and controlled group members, as they existed prior to the close of the Transaction, would be then jointly and severally liable for the Unfunded Benefit Liabilities (UBL) and statutory termination premiums, and CFRD would engage in negotiations or enforcement activities to collect the UBL. If litigation ensues, the Contractor or CFRD may be called upon to present expert testimony.

PBGC's interests in these cases are financial (with millions or billions of dollars at stake)

PAGE 15 OF 81 PBGC01-RP-17-0016/01

and affect the lives of plan participants. In select cases, CFRD requires the support of financial advisory firms with deep experience in complex business transactions and a thorough understanding of PBGC's mission and activities. The firm must meet PBGC’s need for advice concerning mergers and acquisitions, divestitures, dividend recapitalizations, refinancing, and other transactions that could pose a risk to a plan sponsor’s ability to maintain its pension plan.

C.2.2 Bankruptcy and Restructuring Support: When a plan sponsor or controlled group member seeks protection in bankruptcy or undertakes restructuring activities, CFRD obtains relevant information from various sources including the debtor/company.

CFRD then analyzes the information to determine whether the plan sponsor will be financially able to support the plan after it emerges from bankruptcy or restructuring activities as well as a viable capital structure. If so, CFRD encourages the plan sponsor to maintain the plan. If not, CFRD recommends that PBGC terminate the plan prior to the completion of the bankruptcy or restructuring activity. The plan sponsor and controlled group members as they existed prior to the completion of the bankruptcy or restructuring activity would then be jointly and severally liable for the Unfunded Benefit Liabilities (UBL) and statutory termination premiums, and CFRD would engage in negotiations or enforcement activities to collect the UBL.

In bankruptcy, the court may be asked by the Debtor to rule on whether or not the plan should be terminated. In such circumstances, PBGC may have to present expert testimony to aid the court in its decision. If expert testimony support is required, these services will be identified and negotiated at the task order level.

Bankruptcy and restructuring activities are often complex, fluid, multifaceted, laden with information, and dependent upon intense negotiations among the affected parties.

PBGC's interests in those activities are financial and human -often hundreds of millions and, in some cases billions of U.S. dollars are at stake, and the lives of tens of thousands of pension plan participants are affected.

In select cases, CFRD requires the support of financial advisory firms with deep experience in bankruptcy and restructuring activities and a thorough understanding of PBGC's mission and activities to assist it in protecting PBGC’s interests for both in-court and out-of-court restructurings.

C.3. WORK PERFORMANCE REQUIREMENTS

The work required for bankruptcy & restructuring activities, transactions, valuations, and other matters are described in Section B.3, “Contract Line Item Number (CLIN) Description.” For each engagement, PBGC will inform the Contractor of the role they are expected to perform; for instance, PBGC may take the lead on all communications with the plan sponsor and in all negotiations PBGC may decide the Contractor will take the lead.

3.1 Transaction Support:

3.1.1 Provide Transaction Support at the appropriate level of effort; PBGC may order the three levels as described in Section B in any combination.

3.1.2 Provide Transaction Support

PAGE 16 OF 81 PBGC01-RP-17-0016/01

3.1.2.1 Engage extremely quickly with CFRD to develop a specific understanding of PBGC's interests in the case and begin formulating a recommended strategy.

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

3.1.2.3 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

3.1.2.4 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.

3.1.2.5 Attend, in person or by telephone (as directed 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 directed by CFRD.

3.1.2.6 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.

3.1.2.7 Assist in implementing strategy including negotiation support.

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

3.1.2.9 Prepare for and provide expert witness testimony concerning the affordability of the pension plan and related matters, when requested by CFRD, through the COR and contracting officer.

Note: Task 3.1.2.9 is an option CLIN and separately priced at the task order level. Expert witness services are expected to be used in a minimal amount of cases given PBGC’s past experience and historical knowledge of this requirement.

3.1.2.10 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.

3.1.2.11 Identify the pension plan's controlled group in its entirety, to include foreign controlled group members and their contacts with U.S.

entities - as it exists pre-transaction and as it is proposed to exist, post-transaction.

3.1.2.12 Develop alternatives to the transaction that are less risky to PBGC's insurance program and advocate in their favor.

3.1.2.13 Analyze all relevant information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the transaction. This may include, as relevant and directed by CFRD the following:

3.1.2.13.1 Review of all regulatory filings and other materials issued by the plan sponsor or related parties.

3.1.2.13.2 Review of historical financial statements and pro forma

PAGE 17 OF 81 PBGC01-RP-17-0016/01

financial statements and related materials.

3.1.2.13.3 Constructing and running data through models (either developed by the Contractor, or models adapted for use in specific task orders) to ascertain the plan sponsor'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 plan sponsor.

3.1.2.13.4 Review and determine the feasibility of the plan sponsor's proposed capital structure.

3.1.2.14 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

3.1.2.15 Review and analyze sponsor’s business plan or other substituted pro-forma projections for, among other factors, likelihood of success. This should include a What-if Analysis, and/or Alternatives.

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

3.1.2.16.1 Work on multi-employer plans

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

3.1.2.16.3 Listening to a quarterly earnings report and comparing to projections

3.1.2.16.4 Comparing information received to a subpoena request

3.1.2.17 on rare occasions, there may be a period where minimal work will be performed by the Contractor. If this occurs, PBGC may activate the optional CLIN for “Case Monitoring Support” through formal modification of the Task Order. Case Monitoring Support will consists of:

3.1.2.17.1. Low level case monitoring.

3.1.2.17.2. 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.

3.1.2.17.3. Continuation of the monthly status report requirement.

3.2 Bankruptcy & Restructuring Support:

3.2.1 Provide Bankruptcy and Restructuring Support at the appropriate level of effort;

PBGC may order the three levels as described in Section B in any combination.

3.2.2 Bankruptcy and Restructuring Support

3.2.2.1 Engage extremely quickly with CFRD to develop a specific understanding of PBGC's interests in the case and begin formulating a recommended strategy.

3.2.2.2 Assist CFRD in establishing relationships with all relevant parties to

PAGE 18 OF 81 PBGC01-RP-17-0016/01

the transaction.

3.2.2.3 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

3.2.2.4 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.

3.2.2.5 Attend, in person or by telephone (as directed 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 directed by CFRD.

3.2.2.6 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.

3.2.2.7 Assist in implementing strategy including negotiation support.

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

3.2.2.9 Prepare for and provide expert witness testimony concerning the affordability of the pension plan and related matters, when requested by CFRD, through the COR and contracting officer.

Note: Task 3.2.2.9 is an option CLIN and separately priced at the task order level. Expert witness services are expected to be used in a minimal amount of cases given PBGC’s past experience and historical knowledge of this requirement.

3.2.2.10 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.

3.2.2.11 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.

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

3.2.2.13 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:

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

3.2.2.13.2 Review all iterations of a debtor's business model, PAGE 19 OF 81 PBGC01-RP-17-0016/01 disclosure statement, and all proposed plans of reorganization.

3.2.2.13.3 Constructing and running data through models

(either developed by the Contractor, or models adapted for use in specific task orders) 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.

3.2.2.13.4 Review and determine the feasibility of the

debtor's/company's proposed capital structure.

3.2.2.14 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.

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

3.2.2.16 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:

3.2.2.16.1 Work on multi-employer plans

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

3.2.2.16.3 Listening to a quarterly earnings report and comparing to projections

3.2.2.16.4 Comparing information received to a subpoena request

3.2.2.17 On rare occasions, there may be a period where minimal work will be performed by the Contractor. If this occurs, PBGC may activate the optional CLIN for “Case Monitoring Support” through formal modification of the Task Order. Case Monitoring Support will consists of:

3.2.2.17.1 Low level case monitoring.

3.2.2.17.2 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.

3.2.2.17.3 Continuation of the monthly status report requirement.

3.3 IDIQ Post Award Conference: The first Task Order to meet the minimum guarantee will consist of Contractor participation in a working Post Award Conference. During this face-to- face Post Award Conference at PBGC, all Contractors seated on the multi-award IDIQ, shall participate in a collective post award conference day, to include:

3.3.1 A detailed review of the contract, roles and responsibilities

3.3.2. Review of PBGC environment, standing operational policies and procedures

3.3.3 General on-boarding, Identification badges and meeting with the PBGC CFRD case team, COR and Procurement Department.

3.3.4 One-on-One meeting with the Contracting Officer and Program team to discuss any proprietary contract matters, if required.

PAGE 20 OF 81 PBGC01-RP-17-0016/01

C.4. PERFORMANCE STANDARDS

4.1 General Performance Standards

In addition to the specific performance standards set forth in Paragraph C.4.2 below, Performance Requirement Summary (PRS), firms selected under each task order are expected to comply with general performance standards outlined below. PBGC will conduct a quarterly review of the Contractor’s performance relative to these standards, utilizing the Questionnaire identified in Attachment B. If the answer to any of those questions is NO, with COR comments, the Contractor will be given the opportunity to correct the problem. If the correction is neither timely (within the timeframe established by PBGC for completion) nor satisfactory (the problem continues) to PBGC, this result will be notated on the Contractor’s CPARS rating.

4.1.1 Drive the engagement. Drive the engagement by proactively identifying issues and providing CFRD with information as it becomes available. This performance standard recognizes that the principal purpose of the task order is to provide PBGC with the benefit of the advisory firm's experience and expertise.

The selected firm must be prepared to perform the following:

1. Provide PBGC with a recommended strategy for protecting PBGC's interests

2. Obtain PBGC's approval of a strategy

3. Implement the strategy

4. Revise the strategy as new developments occur, with PBGC approval

5. Identify key decision points at which the firm will consult PBGC and obtain PBGC's approval

6. Stay on top of developments in the case and communicate those developments to PBGC in real time such that PBGC can make necessary decisions

7. Present PBGC with summaries of case activities

8. Push PBGC to make decisions and take appropriate steps to best protect PBGC's interests

4.1.2 Support its opinions and recommendations with analyses. The selected firm will provide PBGC with detailed written analyses that support the firm's opinions and recommendations. All analyses will make specific reference to source materials through annotations or otherwise such that PBGC can readily identify the source materials and determine how they were used to support the analyses. If the selected firm relies on analyses performed by other parties (e.g., debtor/company, creditors committee professionals, etc.) to support its opinions and recommendations, the selected firm must demonstrate to PBGC that is has independently reviewed the analyses and made any necessary adjustments to ensure they are relevant and accurate.

4.1.3 Maintain real-time, responsive communications. Maintain real-time, responsive communications with the COR and CFRD personnel identified by the COR. The selected firm will keep PBGC up to date on case developments and will respond to PBGC's requests for information or action in real time and generally by the next business day, but sooner if case activity warrants more immediate action or as directed by CFRD.

PAGE 21 OF 81 PBGC01-RP-17-0016/01

4.2. SPECIFIC PERFORMANCE REQUIREMENTS SUMMARY (PRS)

In addition to the General Performance Standards set forth in Section C.4.1, the Government will evaluate the Required Services below based upon the extent to which they address the requirements with attention to logical flow, modeling competency and their ability to address, in a cogent and professional manner, all relevant issues.

Performance Requirement Summary (PRS) Table Support Area 1: Transaction Support

Required Services from PWS Specific Performance Measurement Monitoring Method

C.3.1.2.3. 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

C.3.1.2.4 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 action can be initiated

100% review by Task Monitor

C.3.1.2.5 Attend , in person or by telephone (as directed by CFRD), all relevant meetings about the case, to include creditors committee meetings, 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 directed by

CFRD.

All meetings are attended in person or 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

C.3.1.2.6 Develop a recommended strategy and plan of execution to protect PBGC's interests. This includes updating the strategy and 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

100% review by Task Monitor and COR

PAGE 22 OF 81 PBGC01-RP-17-0016/01

Plan is professionally written and logically organized

C.3.1.2.8 Provide CFRD with a written recommendation as to what action PBGC should take regarding the plan sponsor's (and, as appropriate, controlled group members') ability to maintain the plan after the Transaction closes. 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 from 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

(OPTIONAL CLIN and separately priced at the Task Order Level.)

C.3.1.2.9 Prepare for and provide expert witness testimony concerning the affordability of the pension plan and related matters, valuations of controlled group members, amount of recoveries in a Plan termination, risks presented by a company’s proposed capital structure, and other matters, when directed by CFRD.

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.]

100% review by Task Monitor and COR

C.3.1.2.10 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

C.3.1.2.12 Develop, as directed 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

PAGE 23 OF 81 PBGC01-RP-17-0016/01

C.3.1.2.13 Analyze all relevant information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the Transaction close.

Analyses are developed and updated timely, and reflect any specific direction provided by CFRD Analyses are factually accurate,…