Performance_Work_Statement_(DRAFT).pdf

Transaction Support, and Bankruptcy & Restructuring Support

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: Transaction Support and 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.

PBGC intends to award multiple Indefinite-Delivery, Indefinite-Quantity (IDIQ) contracts to financial advisory firms to two major support areas under the IDIQ. When a transaction 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 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 l liabilities. If litigation ensues, CFRD may be called upon to present expert testimony.

PBGC's interests in these cases are financial and human - often hundreds of millions and, in

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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 complex business transactions and a thorough understanding of PBGC's mission and activities to assist it in protecting PBGC's interests. 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. 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 CFRD would engage in negotiations or enforcement activities to collect the UBL.

In bankruptcy, absent agreement between the debtor and PBGC, the court determines whether the debtor will maintain the plan or whether it 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

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 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.

3.1.2.8 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 3.1.2.8 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.

3.1.2.9 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.

3.1.2.10 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.

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

3.1.2.12 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:

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

3.1.2.12.2 Review of historical financial statements and pro forma financial statements and related materials.

3.1.2.12.3 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.

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

3.1.2.13 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

3.1.2.14 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.

3.1.2.15 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:

3.1.2.15.1 Work on multi-employer plans

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

3.1.2.15.3 Listening to a quarterly earnings report and comparing to projections

3.1.2.15.4 Comparing information received to a subpoena request

3.1.2.16 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:

3.1.2.16.1. Low level case monitoring.

3.1.2.16.2. 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.

3.1.2.16.3. 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 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 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.

3.2.2.8 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 3.2.2.8 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.

3.2.2.9 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.

3.2.2.10 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.

3.2.2.11 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

3.2.2.12 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:

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

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

3.2.2.12.3 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.

3.2.2.12.4 Review and determine the feasibility of the

debtor's/company's proposed capital structure.

3.2.2.13 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.

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

3.2.2.15 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:

3.2.2.15.1 Work on multi-employer plans

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

3.2.2.15.3 Listening to a quarterly earnings report and comparing to projections

3.2.2.15.4 Comparing information received to a subpoena request

3.2.2.16 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:

3.2.2.16.1. Low level case monitoring.

3.2.2.16.2. 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.

3.2.2.16.3. 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.

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.

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.

Required Services from PWS Specific Performance Measurement Monitoring Method

C.3.1.2.3. and 3.2.2.3 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 and 3.2.2.4 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 and 3.2.2.5 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 and 3.2.2.6 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 Plan is professionally written and logically organized

100% review by Task Monitor and COR DRAFT

C.3.1.2.7 and 3.2.2.7 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 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 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

C.3.1.2.8 and 3.2.2.8 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. In bankruptcy cases, expert witness testimony could be needed providing arguments against a sponsor’s POR (Plan of Reorganization), POR feasibility issues, 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.3.1.2.9 and 3.2.2.9 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.3.1.2.11 and 3.2.2.11 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

C.3.1.2.12 and 3.2.2.12 Analyze all relevant information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the

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 source

100% review by Task Monitor Random samples reviewed by

COR

sponsor's emergence from bankruptcy protection/restructuring activities.

material, consider industry and macro-economic trends, and facilitate quick review by PBGC Analyses are professionally written and logically organized

C.3.1.2.13 and 3.2.2.13 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.

Valuations and analyses are submitted 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

C.3.1.2.14 and C.3.2.2.14 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

C.3.1.2.15 and 3.2.2.15 Perform other appropriate and related activities as directed by CFRD.

[To be provided by PBGC.] To be determined

C.3.3 Participation in IDIQ Post Award Conference

Responsive attendance and participation in Post Award Conference activities

100% review by Task Monitor and COR

C.5. QUALITY CONTROL PLAN

The Contractor shall ensure the accuracy of its work by developing and implementing a quality control plan. Contractors must develop and maintain a quality control plan that sets forth the actions they will take to ensure the relevancy, accuracy, and timeliness of its activities and analyses. Firms will modify their general quality control plans as appropriate to address each specific task order, including identifying the quality control roles and responsibilities for professionals assigned to those task orders.

C.6. KEY PERSONNEL (See Section H)

The following person assigned by the Contractor to provide services is considered the key engagement person: ENGAGEMENT DIRECTOR (equivalent to Managing Director, Principal, Partner) at the IDIQ level, and TASK ORDER MANAGER at the Task Order Level.

As a result, the Contractor shall identify by name the key person proposed and shall identify the education, qualifications, and experience level of that key person. The Contractor shall ensure that any substitution of the key person provides an equal or higher qualified individual and changes must be requested in writing to COR and the Contracting officer (CO). These persons shall meet and maintain minimum standards as set forth in Section H the IDIQ. The Contractor may also designate the ENGAGEMENT DIRECTOR as a TASK ORDER MANAGER.

If the identified key person, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 14 work days, or is expected to devote substantially less time to the work that originally anticipated, the Contractor shall, subject to the concurrence of the CO or the COR, promptly replace that key person with someone of equal or higher ability and qualifications.

All requests for approval of any substitution hereunder, must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitution. The request must contain a resume of the proposed substitute, and any other information requested by the CO or the COR. The contracting officer shall promptly notify the Contractor of approval or disapproval in writing.

C.7. DELIVERABLES AND DELIVERY SCHEDULE

Description Due to the COR Meeting Summaries C.3.1.2.5 and C.3.2.2.5 NLT next calendar day Evaluation of Sponsor’s Business Plan C.3.1.2.14 and C.3.2.2.14

Estimated 30 days from RBP

What-if Analysis to Business Plan C.3.1.2.14 and C.3.2.2.14

Estimated 6-8 weeks from RBP

Tactics/Strategy Report – - C.3.1.2.6 and C.3.2.2.6

Estimated 12 weeks + from RBP

Recovery Waterfall Report(May be expressed as a probability) C.3.1.2.7 and C.3.2.2.7

Estimated 8-12 weeks from RBP

Expert Witness Report C.3.1.2.8 Within one business week from testimony Proposal Evaluation Report C.3.1.2.9 and C.3.2.2.9

Estimated 12 weeks + from RBP

Controlled Group Analysis Report C.3.1.2.10 and C.3.2.2.10

Estimated 8-12 weeks from RBP

Alternatives to Sponsor’s Proposal Report C.3.1.2.11 and C.3.2.2.11

Estimated 12 weeks + from RBP

Net Worth Analysis Report C.3.1.2.12.3 and C.3.2.2.12.3

Estimated 12 weeks from RBP

Company Value Opinion Report C.3.1.2.13 and C.3.2.2.13

Estimated 8-12 weeks from RBP

Plan Affordability Report C.3.1.2.7, C.3.1.2.12, and C.3.1.2.13

Estimated 6-8 weeks from RBP

Reports from Other Support Activities C.3.1.2.15 and C.3.2.2.15

TBD, as agreed upon with Task Order Manager

Quality Control Plan C.5 Within 30 days from the start of the Engagement

Monthly Status Report C.9 On the 5P th P day of every month or next business day.

*RBP= Receipt of Sponsor’s Business Plan **Reports are derived from financial models generated by the Financial Advisor ***This is a table of possible reports needed derived from past cases and hypothetical due dates given as a possibility of what might be required in a task order. Every Transaction and Bankruptcy/Restructuring case is different so the table is for illustrative purposes only and may not be an exhaustive list.

C.8 Other Reporting Requirements:

8.1 Monthly Status Reports: The Contractor shall provide monthly status report that includes:

8.1.1 Status of tasks to be performed;

8.1.2 Open issues for discussion with PBGC;

8.1.3 Work Completed

8.2 Travel: Travel requirements will be identified at the Task Order level. All travel will be coordinated with COR and be reimbursed in accordance with the Federal Travel Regulations (FTR).

C.9. GOVERNMENT FURNISHED EQUIPMENT

Not applicable

C.10. LIST OF ATTACHMENTS

The following attachments are hereby incorporated into this contract:

• Attachment A – Sample Information Request

• Attachment B – Quality Assurance Surveillance Plan (QASP) Report Form

• Attachment C – Conflict of Interest Letter

C.11. LIST OF REFERENCES

The Contractor shall follow these publications listed, to the extent necessary to perform the work described in the PWS:

Publication No. Title Where to Obtain

36 CFR Part 1194*

Electronic and Information Technology Accessibility Standards, and the

PBGC

33TU(Provided upon Request)

36 CFR Part

1194.24 (c)

(d) (e)*

Compliance, specifically for video and Multimedia Products

U(Provided Upon Request)

FIPS

Publication

Standards for Security Categorization of Federal Information Systems

Uhttp://csrc.nist.gov/publications/fips/fips199/FIPS-PUB-199-final.pdf

NIST SP800-

53 rev. 4

Security and Privacy Controls for Federal Information Systems and Organizations

Uhttp://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800- 53r4.pdf

DRAFT

http://csrc.nist.gov/publications/fips/fips199/FIPS-PUB-199-final.pdf http://csrc.nist.gov/publications/fips/fips199/FIPS-PUB-199-final.pdf http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf

NIST SP800-

53A

Security Assessment and Authorization Policies and Procedures

Uhttp://csrc.nist.gov/groups/SMA/fisma/assessment.html

PBGC

Directive GA

10-11, GA

10-12, IM

05-02, IM

10-03, IM

05-09, IM

10-3

PBGC IT

Security and Privacy Policies and Procedures

33TUhttp://www.pbgc.gov/about/procurement-management-directives.htmlU33T

*36 CFR part 1194 and 36 CFR Part 1194.24 (c) (d) (e) 508 Compliance, Specifically for Video and Multimedia Products, is not available at a public link and shall be provided upon request.

http://csrc.nist.gov/groups/SMA/fisma/assessment.html http://www.pbgc.gov/about/procurement-management-directives.html http://www.pbgc.gov/about/procurement-management-directives.html