PBGC01-RP-17-0028.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 3 OF 49 PBGC01-RP-17-0028

The item(s) below are used for PBGC internal funding purposes only. The official Contract Line Item Number (CLIN) schedule follows in Section B. The contractor shall invoice in accordance with the official CLIN schedule and with clause PBGC 52.232.7000.

0001 Funding Purposes Only

0.00 LS

Table of Contents

PAGE 4 OF 49 PBGC01-RP-17-0028

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 PERFORMANCE WORK STATEMENT

SECTION E INSPECTION AND ACCEPTANCE

E. 1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

SECTION F DELIVERIES OR PERFORMANCE

F. 1 52.242-15 STOP-WORK ORDER (AUG 1989)

F. 2 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

SECTION H SPECIAL CONTRACT REQUIREMENTS

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

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 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (APR 2017)

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 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (JAN 2012)

H. 11 PBGC 52.242-7000 POSTAWARD CONFERENCE (MAR 2016)

SECTION I CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (NOV 2013)

I. 2 52.203-3 GRATUITIES (APR 1984)

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

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

(MAY 2014)

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

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

I. 7 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

I. 8 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 9 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

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

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

I. 12 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 13 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

I. 14 52.232-17 INTEREST (MAY 2014)

I. 15 52.242-13 BANKRUPTCY (JUL 1995)

I. 16 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I. 17 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

I. 18 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JAN 2017)

I. 19 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 20 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 21 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

Table of Contents

PAGE 5 OF 49 PBGC01-RP-17-0028

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K. 2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 3 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (JAN 2017)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 PROPOSAL SUBMISSION INSTRUCTIONS

L. 2 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2016)

L. 3 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2016)

L. 4 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2016)

L. 5 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JAN 2017)

L. 6 52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

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

L. 8 52.233-2 SERVICE OF PROTEST (SEP 2006)

L. 9 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 BASIS OF AWARD

PAGE 6 OF 49 PBGC01-RP-17-0028

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

1.1 DESCRIPTION OF SERVICES

The contractor shall provide financial advisory services as set forth in the Performance Work Statement

(PWS).

1.2 PERIOD OF PERFORMANCE

The period of performance for this contract shall consist of the following:

Base Period One (1) Month Option Period 1 Five (5) Months Option Period 2 Six (6) Months

1.3 CLIN/PRICING SCHEDULE

CLIN No. Description Qty Unit of

Issue

Unit Price Extended Price

Base Period

0001 High Level of Effort (Firm Fixed Price). Perform services as required in Section C.

1 MO $ $

Option Period 1

1001 High Level of Effort (Firm Fixed Price). Perform services as required in Section C.

5 MO $ $

Option Period 2

2001 Medium Level of Effort (Firm Fixed Price). Perform services as required in Section C.

6 MO $ $

Total (Base and Option Periods): $

1.4 LEVEL OF EFFORT PRICING

Level of Effort Base Period Monthly Price Option Period 1 Monthly Price

Option Period 2 Monthly Price

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

PBGC currently anticipates this engagement to require a combination of high and medium levels of effort; however, in order to address the uncertainties associated with the level of activity and duration of a bankruptcy or restructuring, PBGC will use a monthly fee arrangement, adjusted to the expected level of

PAGE 7 OF 49 PBGC01-RP-17-0028

effort required. Each of the four levels of effort - low, medium, high, and case monitoring support - will be paid on a firm fixed price basis as set forth in Section 1.4 above. The level of effort will be established by PBGC. At the beginning of each month for the duration of the contract, PBGC may propose a level of effort to the Contractor based on the expected activity of the bankruptcy or restructuring for the coming month. If the Contractor disagrees, the Contractor may submit detailed information supporting a request for a different level of effort. PBGC will then consider the information and make a final decision. Work shall continue during pricing discussions.

PAGE 8 OF 49 PBGC01-RP-17-0028

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATMEMENT (PWS)

1. PROJECT TITLE: Financial Advisory Services in Support of PBGC’s Interests in Westinghouse Electric

Company

2. BACKGROUND:

CFRD is reviewing PBGC’s exposure to the underfunded defined benefit pension plans sponsored by Westinghouse Electric Company (“WEC”), which is ultimately owned by Toshiba. WEC filed a Chapter 11 bankruptcy on March 29, 2017.

CFRD requires the assistance of a financial advisory services firm to assist in determining the value of the WEC controlled group, including non-debtor U.S. and foreign entities. PBGC seeks assistance in evaluating WEC’s restructuring plans. There is great uncertainty on the route WEC may eventually take in its bankruptcy. WEC current restructuring plan contemplates keeping the pension plans (“Plans”). However, if all or a significant portion of WEC assets are sold, PBGC may require assistance in evaluating the remaining entity’s ability to afford the pension plans. The financial advisory firm will help represent PBGC in discussions with the debtor and other parties to the bankruptcy. Based on the findings of the contractor’s analysis, PBGC may require assistance in developing, and potentially executing, a responsive plan of action.

3 SCOPE:

3.1 The contractor shall provide bankruptcy and restructuring support at the appropriate level of effort;

PBGC requires the four levels of support (High, Medium, Low, Case Monitoring Support) as described below.

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

3.1.1.1 Waiting for responses to requests for information

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

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

3.1.1.4 Drafting information requests

3.1.1.5 Establishing relationships with relevant parties

3.1.1.6 Obtaining access to the data room

3.1.2 Medium: Contractor activity increased to analyzing information received about Plan Sponsor and modeling the information to provide PBGC with reports concerning risk and strategies to mitigate risk. Activities typically include no more than the following and may require one activity from High:

3.1.2.1 Drafting information requests

3.1.2.2 Establishing relationships with relevant parties

3.1.2.3 Obtaining access to the data room

3.1.2.4 Identifying the plan's controlled group

3.1.2.5 Developing a recommended strategy & plan of execution

3.1.2.6 Running data through established models

3.1.2.7 Waiting for responses to requests for information

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

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

PAGE 9 OF 49 PBGC01-RP-17-0028

3.1.2.10 Occasional discussions with relevant parties

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

3.1.3.1 Developing models and running data through model

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

3.1.3.3 Determining the feasibility of the proposed capital structure

3.1.3.4 Valuing the plan's controlled group

3.1.3.5 Performing a net worth analysis

3.1.3.6 Negotiations

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

3.1.4.1 Low level case monitoring

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

3.1.4.3 Continuation of the monthly status report requirement.

4 APPLICABLE DOCUMENTS:

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

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

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

4.1.4 FIPS Publication 199, Standards for Security Categorization of Federal Information and Information

Systems

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

4.1.6 PBGC Directive IM 05-02, Information Security Policy

4.1.7 PBGC Directive IM 05-09, Information Privacy Program

4.1.8 PBGC Directive IM 10-03, Protecting Sensitive Information

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

5 PERFORMANCE REQUIREMENTS

5.1 Throughout the engagement the contractor shall:

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

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

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

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

5.1.5 Attend, in person or by telephone (as 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

PAGE 10 OF 49 PBGC01-RP-17-0028

those written summaries by the next calendar day or earlier, as directed by CFRD.

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

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

5.1.8 Assist in implementing strategy including negotiation support.

5.1.9 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.

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

5.1.11 (Optional Task) Provide expert witness testimony concerning the affordability of the pension plan and related matters. Expert witness testimony will be negotiated and included into the contract via modification if determined to be required by the Contracting Officer (CO) and the Contracting Officer Representative (COR).

5.1.12 Identify ways to maximize PBGC's recovery, if PBGC or a court terminates the pension plan.

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

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

5.1.14 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

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

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

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

5.1.15.3 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.

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

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

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

5.1.18 Review and analyze sponsor’s business plan or other debtor supplied forecasts. This should include a

What-if Analysis, and/or Alternatives.

5.1.19 Other Bankruptcy and Restructuring Support and Related Activities This historically comprises about

PAGE 11 OF 49 PBGC01-RP-17-0028

10% of the engagement, and can include, but is not limited to, the following sample tasks:

5.1.19.1 Work on multi-employer plans

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

5.1.19.3 Listening to a quarterly earnings report and comparing to projections

5.1.19.4 Comparing information received to a subpoena request

6 PERFORMANCE STANDARDS:

6.1 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

Required Services from PWS Specific Performance Measurement Monitoring Method

5.1.3 Develop and continually

update requests for information.

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

100% review by Task Monitor Random samples reviewed by

COR

5.1.4 Obtain access to all relevant

information.

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

100% review by Task Monitor

5.1.5 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

5.1.7 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

100% review by Task Monitor and COR

PAGE 12 OF 49 PBGC01-RP-17-0028

interests Plan is professionally written and logically organized

5.1.9 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

5.1.10 Assist in the selection of an

expert witness, if necessary.

Contractor shall also prepare for and/or assist PBGC(or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all in a non-legal capacity. 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.

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

5.1.12 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

PAGE 13 OF 49 PBGC01-RP-17-0028

5.1.14 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

5.1.15 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.

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

100% review by Task Monitor Random samples reviewed by

COR

5.1.16 Value the controlled group

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

Valuations and analyses are 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

5.1.18 Do a What-if Analysis

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

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

Alternatives are professionally written and logically organized

100% review by Task Monitor Random samples reviewed by

COR

5.1.19 Other Bankruptcy and

Restructuring Support and Related Activities

[To be provided by PBGC.] To be determined

7 DELIVERABLES AND DELIVERY SCHEDULE:

7.1 During the engagement the contractor shall deliver preliminary and final versions of the following. The contractor shall provide the information in a series of incremental reports as research/tasks are performed. A valuation (going concern and liquidation) of each member of WES’ controlled group.

7.1.1 An analysis of WES’ business model and capital structure under various restructuring plans. The analysis should address the prospects of the company and whether the capital structure will support a viable enterprise.

7.1.2 Net worth analysis of WES’ controlled group under various restructuring plans.

PAGE 14 OF 49 PBGC01-RP-17-0028

7.1.3 An analysis of the affordability of WES’ ongoing pension contributions on a cash-flow basis utilizing under various restructuring/refinancing alternatives. Key assumptions underlying the scenarios should be identified and justified.

7.1.4 An analysis of the feasibility of WES’s interim and long-term business plans, contemplating various restructuring/refinancing alternatives.

7.1.5 A list of potential options for PBGC to mitigate the risk posed by WES’ financial situation along with a recommended course of action. All options should be explained in detail.

7.1.6 A recovery analysis of PBGC’s claims assuming a pension plan(s) termination.

7.1.7 The contractor shall provide bi-weekly reports that include the following items listed below. The format of the reports and the report schedule will be specified upon award as agreed upon by the COR and the contractor.

7.1.7.1 Status of tasks to be performed;

7.1.7.2 Open issues for discussion with PBGC;

7.1.7.3 Work Completed; and,

7.1.7.4 Incremental Reports as research/tasks are performed;

7.1.8 Final Report at the end of the engagement.

8 PLACE OF PERFORMANCE

8.1 The primary place of performance will be the contractor’s facilities.

9 PERIOD OF PERFORMANCE

9.1 The Period of Performance will consist of a Base Period and two Option Periods.

9.1.1 Base Period is one month

9.1.2 Option Period One is five months

9.1.3 Option Period Two is six months

Deliverable Suspense

7.1 A valuation of each members of WEC’s controlled group As negotiated with project manager.

7.1.1 Analysis of WEC’s business model and capital structure

under various restructuring plans.

As negotiated with project manager.

7.1.2 Net Work analysis of WEC’s controlled group under various restructuring plans.

As negotiated with project manager.

7.1.3 Analysis of WEC’s on-going pension contributions. As negotiated with project manager.

7.1.4 Analysis of the feasibility of WEC’s interim and long-term business plans.

As negotiated with project manager.

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

As negotiated with project manager.

7.1.6 Recovery analysis of PBGC’s claims assuming pension

plan(s) termination.

As negotiated with project manager.

7.1.7 Bi-Weekly Reports Biweekly and/or as negotiated with

project manager.

7.1.8 Final Report At the end of the period of

performance or as determined between the COR/Project Manager.

PAGE 15 OF 49 PBGC01-RP-17-0028

SECTION E

INSPECTION AND ACCEPTANCE

E. 1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(Reference 52.246-4)

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SECTION F

DELIVERIES OR PERFORMANCE

F. 1 52.242-15 STOP-WORK ORDER (AUG 1989)

(Reference 52.242-15)

F. 2 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

(Reference 52.242-17)

PAGE 17 OF 49 PBGC01-RP-17-0028

SECTION H

SPECIAL CONTRACT REQUIREMENTS

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

The Contracting Officer's Representative (COR) is TBD who may be reached atTBD . The COR is authorized to assist in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the contractor.

The COR IS NOT authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance or other terms or conditions.

The Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract. Any such revision shall be authorized in writing by the Contracting Officer.

The COR is authorized to review and recommend approval of:

(a) Technical matters not involving a change in scope, price, terms and conditions of the contract

(b) Progress reports

(c) Inspection and acceptance of services and deliverable products and

(d) Invoices.

The COR is not authorized to sign any contractual instruments or to direct any action that results in a change in the scope, price, terms or condition of the contract.

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

1. Records defined: Records include all books, papers, maps, photographs, machine readable materials, or other documentary materials, regardless of physical form or characteristics, made or received by an agency of the United States Government under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the Government or because of the informational value of data in them. 44 U.S.C. Section 3301. The contractors retention and management of records relating to the negotiation, management, and administration of this contract shall be governed by FAR Subpart 4.7, notwithstanding the requirements of this clause.

2. The Contractor shall treat all records as the property of PBGC for which PBGC shall have unlimited rights to use, dispose of, or disclose such data contained therein, unless otherwise indicated in this contract, as the agency determines to be in the public interest.

3. The Contractor agrees to comply with Federal and PBGC records management policies, specifically PBGC Records Management Interim Guidance, available at: http://www.pbgc.gov/docs/IM-15-03-RM.pdf. This guidance includes the preservation and management of all records created or received regardless of format, mode of transmission, or state of completion. PBGC may consider the Contractors adherence to proper records management practices during performance evaluations.

4. The Contractor may not dispose of, transfer, move, alter, or otherwise affect the condition and custody of records without the prior written consent of the Contracting Officer or the Contracting Officers Representative (COR). Willful and unlawful destruction, damage, or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. Section 2071.

5. Subcontractor Flow-down: The Contractor and any subcontractor(s) are required to abide by this clause and all applicable Federal and PBGC records management directives, policies, and guidance.

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

(a) To the extent that the work under this contract requires the prime contractor employee to be given access to sensitive information, including personally identifiable information (PII) and controlled

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unclassified information (CUI), the contractor shall take measures necessary to restrict access to and safeguard such information from unauthorized use and disclosure.

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

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

(b) For the purposes of this clause, a "prime contractor employee" shall include any officer, partner, employee, or agent of the prime contractor.

(c) The contractor is bound by section (m) of the Privacy Act, 5 U.S.C. 552a(m) and as such, is considered under the Privacy Act to be an employee of the PBGC. Accordingly, the contractor is subject to the criminal penalties of the Privacy Act, 5 U.S.C. 552a(i).

(d) The contractor agrees to maintain sensitive information in the strictest confidence. The contractor also agrees not to publish, reproduce, or otherwise divulge sensitive information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to limit access to sensitive information to those employees and/ or subcontractors needing such information to perform the work required under this contract.

(e) The Contracting Officer's Representative (COR) may require the contractor to obtain the written agreement of any contractor or subcontractor employees permitted access to sensitive information whereby the employee agrees not to discuss, divulge or disclose any such information to any person or entity not directly concerned with performance of the contract work.

(f) If requested by the COR, the contractor shall sign an agreement with each company supplying sensitive information to the contractor under this contract whereby the contractor agrees not to discuss, divulge or disclose any such information to any person or entity not directly concerned with performance of the contract work. A copy of any such agreement shall be provided to the COR. The contractor also may be required to provide the COR with reports itemizing the sensitive information received from companies under this contract.

(g) The contractor shall not remove sensitive information, whether in paper or electronic format, from approved locations or electronic storage without the CO's prior approval. The contractor shall not disclose any sensitive information to subcontractors or other third parties unless specifically related to the contract work. The contractor shall not knowingly violate any statutory or regulatory restrictions against the disclosure of Government records.

(h) The contractor shall administer a monitoring process to ensure compliance with the provisions of this clause and agrees to notify PBGC immediately, in writing, in the event that the contractor determines or has reason to suspect a breach of any part of this clause. The contractor further agrees to notify PBGC immediately, in writing, of any request for access to information related to this contract received from any individual who is not a party to this contract. The contractor shall provide full access and cooperation to facilitate an investigation and resolution of any security incidents and when appropriate to the circumstances, shall implement immediate corrective actions to contain and prevent a recurrence. The contractor will designate and identify an individual who shall be responsible for the notifications required under this clause and who shall be responsible to receive responses from the COR or the PBGC Disclosure Officer.

(i) The contractor or subcontractor may be requested to remove from any further contract work any contract employee who improperly discloses sensitive information. The reason for the removal shall be documented in full for the Contracting Officer. The PBGC may terminate this contract for cause or default if the contractor fails to comply with the provisions of this clause and also may exercise any other rights and remedies provided by law or this contract, including criminal and civil penalties.

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

Information shall be made available only at the discretion of PBGC's Disclosure Officer and subject to

PAGE 19 OF 49 PBGC01-RP-17-0028

the Freedom of Information Act, 5 U.S.C. Sec. 552, as amended; the Privacy Act, 5 U.S.C. Sec. 552a, as amended; and any other applicable laws or regulations.

(k) This clause does not apply to information which has been released to the public by the PBGC or has become part of the public domain through no fault of the contractor. To avoid any implication that the contractor has disclosed sensitive information, the contractor must be able to demonstrate that the information was already in its possession at the time of receipt from the PBGC and was not acquired directly or indirectly from the Government, from other companies, or made available to the public by the contractor's breach of this clause.

(l) Within 30 days of contract completion, termination or expiration, the contractor shall return or destroy all copies of sensitive information, whether furnished by PBGC or created by the contractor or any subcontractor. The contractor's obligation to maintain confidentiality of all sensitive information shall continue after completion, termination or expiration of this contract.

(m) The contractor shall place the requirements contained in this clause in all subcontracts entered into pursuant to the contract where the subcontractor may have access to sensitive information. The contractor also agrees to enforce the requirements of this clause against any and all subcontractors under this contract.

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

(a) Purpose. The purpose of this clause is to ensure that the contractor

(1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor and any of its partners, affiliates or their successors in interest (after this collectively referred to as the "contractor") in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(1) Use of Contractor's Work Product.

(i) The contractor shall be ineligible to participate in any capacity in PBGC contracts, subcontracts, or proposals therefor (solicited and unsolicited) which stem directly from the contractor's performance of work under this contract. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for advisory and assistance services.

(ii) If, under this contract, the contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the contractor is ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply.

(iii) Nothing in this clause precludes the contractor from offering or selling its standard commercial items to the Government.

(2) Access to and use of information.

(i) If the contractor, in the performance of this contract, obtains access to information, such as Corporate plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the contractor agrees that without prior written approval of the Contracting Officer it shall not:

(A) use such information for any private purpose unless the information has been released or otherwise made available to the public;

PAGE 20 OF 49 PBGC01-RP-17-0028

(B) compete for work for PBGC based on such information for a period of six months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first;

(C) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; and

(D) release such information unless such information has previously been released or otherwise made available to the public by PBGC.

(ii) In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with all restrictions imposed on disclosure and use of such information.

(c) Disclosure after award.

(1) The contractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Contracting Officer. Such disclosure may include a description of any action which the contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. PBGC may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

(2) In the event that the contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Contracting Officer, PBGC may terminate this contract for default.

(d) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential organizational conflict of interest at the time of or after award, the Government may terminate the contract for default, disqualify the contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

(e) Waiver. Requests for waiver under this clause shall be directed in writing to the PBGC Office of General Counsel and a copy provided to the Contracting Officer, and shall include a full description of the requested waiver and the reasons in support of the request. If it is determined to be in the best interests of the Government, the Contracting Officer may grant such a waiver in writing.

(f) Subcontracts.

(1) The contractor shall include a clause, substantially similar to this clause, including this paragraph (f), in subcontracts expected to exceed the simplified acquisition threshold in FAR Part 13. The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

(2) Prior to the award under this contract of any such subcontracts for advisory and assistance services, the contractor shall obtain from the proposed subcontractor or consultant a disclosure of all existing or potential organizational conflicts of interest and shall determine in writing whether the interests disclosed present a significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the contractor shall take actions to avoid, neutralize, or mitigate the organizational conflict to the satisfaction of the contractor. If the conflict cannot be avoided or neutralized, the contractor must obtain the approval of the PBGC Contracting Officer prior to entering into the subcontract.

(End of Clause)

H. 5 PBGC 52.232-7000 SUBMISSION OF INVOICES (FIXED-PRICE) (APR 2017)

(a) The contractor shall submit invoices for items and/or services rendered by e-mail to:

InvoiceManager@pbgc.gov. All inquiries concerning payment should be directed to the General Accounting Branch at (202) 326-4062 #0 or by e-mail to: InvoiceManager@pbgc.gov.

(b) To constitute a proper invoice, the invoice must include the information listed below.

(1) Name and address of the contractor.

(2) Invoice date and number.

(3) Contract number, contract line item number, and, if applicable, the order number.

(4) Description, quantity, unit of measure, unit price, and extended price of the items delivered.

(5) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a Government bill of lading.

PAGE 21 OF 49 PBGC01-RP-17-0028

(6) Terms of any discount for prompt payment offered.

(7) Name, title, phone number, e-mail address, and mailing address of official to whom payment is to be sent.

(8) Name, title, phone number, e-mail address, and mailing address of official to notify in the event of an improper invoice.

(9) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(10) Electronic Funds Transfer (EFT) banking information.

(i) The contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(ii) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision or contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer#System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer#Other Than System for Award Management).

(iii) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(c) Substantiating documentation to be submitted with invoices must include copies of receipts or bills, and proof of payment for any authorized other direct costs for which the contractor is requesting reimbursement.

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

Pension Benefit Guaranty Corporation (PBGC) designates positions at the Public Trust level and conducts the appropriate level background investigations on all employees who have access to PBGC facilities, information, or information systems. This clause states PBGC's personnel security requirements as applicable to United States (US) Citizens and Foreign Nationals residing and performing services within the US and its territories, and Foreign Nationals residing and performing services outside the US and its territories.

(a) As used in this clause - "Foreign Nationals" means an individual who is a citizen of any country other than the US.

(b) As used in the clause - "Fitness Determination" means a decision by an agency that an individual has or does not have the required level of character and conduct necessary to perform work for or on behalf of a Federal agency.

(c) US Citizens and Foreign Nationals Residing and Performing Services within the US…