PBGC01-RQ-16-0033_Valuation_Services_New_Clause_Numbers.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 31 PBGC01-RQ-16-0033

The item(s) below are used for PBGC internal funding purposes only. The official Contract Line Item Number (CLIN) schedule follows in the Pricing Schedule. The contractor shall invoice in accordance with the official CLIN schedule and with PBGC 52.232-7001 Submission of Invoices (Labor-Hour) (JAN 2012) and 52.232-7000 Submission of Invoices (JAN 2012).

0001 Provide Valuation and Negotiation Services in accordance with the Performance Work Statement

(PWS) - FFP

CO: Robert Hufford

1.00 EA

Table of Contents

PAGE 4 OF 31 PBGC01-RQ-16-0033

SECTION

. 1 PRICING SCHEDULE

. 2 PERFORMANCE WORK STATEMENT (PWS) AND QASP

. 3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2015)

. 4 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

. 5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

. 6 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)--ALTERNATE I (MAY

2014)

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

. 8 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

. 9 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

. 10 52.232-1 PAYMENTS (APR 1984)

. 11 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

. 12 52.243-1 III CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE III (APR 1984)

. 13 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

. 14 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

. 15 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

. 16 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2015)

. 17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2015)

. 18 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

. 19 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

. 20 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2015)

. 21 52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

. 22 ADEENDUM 1 - INSTRUCTIONS TO OFFERORS

. 23 ADDENDUM 2 - EVALUATION - C0MMERCIAL ITEMS

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

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

. 26 PBGC 52.209-7000 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

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

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

. 29 PBGC 52.215-7007 INCORPORATION OF CONTRACTOR'S PROPOSAL (OCT 2004)

. 30 PBGC 52.215-7009 REFERENCE AND EVALUATION (OCT 2004)

. 31 PBGC 52.216-7003 CEILING PRICE (FEB 2013)

. 32 PBGC 52.224-7000 PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) (FEB 2013)

. 33 PBGC 52.224-7001 CONFIDENTIALITY OF INFORMATION (OCT 2004)

. 34 PBGC 52.232-7000 SUBMISSION OF INVOICES (JAN 2012)

. 35 PBGC 52.232-7001 SUBMISSION OF INVOICES (LABOR-HOUR) (JAN 2012)

. 36 PBGC 52.237-7000 KEY PERSONNEL (MAR 2012)

. 37 PBGC 52.237-7001 EDUCATION AND EXPERIENCE QUALIFICATIONS (DEC 2014)

. 38 PBGC 52.237-7003 SUITABILITY DETERMINATION REQUIREMENTS - ABOVE SAT (NOV 2011)

. 39 PBGC 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (JAN 2012)

. 40 PBGC 52.245-7000 GOVERNMENT FURNISHED INFORMATION, ASSISTANCE AND/OR EQUIPMENT (JAN 2012). 31

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

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

PAGE 5 OF 31 PBGC01-RQ-16-0033

SECTION

. 1 PRICING SCHEDULE

PRICING SCHEDULE

Base Period:

The Contractor must perform services in accordance with the Performance Work Statement (PWS).

Pricing Schedule

Period of Performance: 6 months from Date-of-Award.

The contractor shall bill PBGC upon delivery and acceptance of the Valuation Report.

Line Item Services Qty Unit Unit Price Price 0001 The contractor shall provide valuation services as set forth in the PWS culminating in the delivery and acceptance of the Valuation Report - FFP

1 EA

Note: Travel shall be included in the fixed price.

The Offeror shall propose fully burdened labor rates. The Government will allow the vendor a variance of up to + or – 10% per labor category on contract, so long as the total expenditure does not exceed the Not to Exceed value. The COR will initiate work on the negotiations CLIN in writing via email to the contractor. The contractor shall bill PBGC for Labor Hour portion on a monthly basis.

Line Item Labor Category(s) for

Negotiations – LH NTE

*Not To Exceed

(NTE)

Estimated Hours

Hourly Rate Total

Total NTE:

. 2 PERFORMANCE WORK STATEMENT (PWS) AND QASP

PAGE 6 OF 31 PBGC01-RQ-16-0033

PERFORMANCE WORK STATEMENT (PWS)

1. PROJECT TITLE: Valuation Consulting Services.

2. BACKGROUND:

2.1. PBGC has approved termination of the underfunded defined benefit pension plan ($5.2 million Unfunded Benefit Liability) sponsored by Eber Bros. Wine & Liquor Corp and its subsidiaries (“Eber”) and is in current litigation with Eber regarding the date of plan termination (“DOPT”). PBGC chose a retroactive DOPT in order to recapture certain subsidiaries of Eber into the controlled group.

2.2. Current disputes include the DOPT and the value of liabilities (unfunded termination liability, interest, unpaid minimum funding contributions and termination premiums) that will arise once the pension plan has been terminated and trusteed. The value of the equity of an operating controlled group member of Eber as of the proposed DOPT included in PBGC’s recovery of claims is also disputed in the negotiations. Negotiations have currently stopped with the plan sponsor claiming that the equity of the former operating subsidiary has little or no value.

3. SCOPE:

3.1. Objective(s): To value the Eber controlled group members, which will provide the basis for negotiations and determining the value of the termination liens to be filed. The financial advisor will provide negotiation support, which will include producing various required analyses of financial statements and business plans as required.

3.2. Performance Areas:

3.2.1. Performance area 1 – Valuation Services

3.2.2. Performance area 2 – Negotiation Services

3.3. Project Parameters:

3.3.1. Valuation of Eber’s net worth, including, if possible, consideration of the wine and liquor distribution industry in the geographic area that Eber operates.

3.4. Limitations and Constraints: None

PAGE 7 OF 31 PBGC01-RQ-16-0033

4. APPLICABLE DOCUMENTS: None

5. PERFORMANCE REQUIREMENTS:

5.1. Task 1 (CLIN 0001) – Provide Valuation Services

5.1.1. The Contractor shall advise and assist PBGC in requesting information from the company, and other relevant parties, needed for the valuation.

5.1.2. The Contractor shall provide a business valuation report (going concern and liquidation) for each member of the company’s controlled group, and for the controlled group as a whole, utilizing standard valuation methodologies, including income-, asset- and market-based approaches. The valuation report shall include:

5.1.2.1. Analysis of the company’s business plan and its feasibility. Include analyzing the propriety and reasonableness of material expenditures (including officer’s salaries) and interaction with related parties.

5.1.2.2. Analysis of the company’s business projections and capital structure. As part of this analysis, a comparison with industry will be performed.

5.1.2.3. Analysis of the company’s prospects and capital structure.

5.1.2.4. Based on the Contractor’s analysis, the Contractor shall adjust financials to a realistic and justified level, in order to perform the valuation.

5.1.3. The valuation will be based primarily on one former operating subsidiary of Eber and its stock, in at least two specific points in time. The revenue of the former operating subsidiary is approximately $40 million.

5.1.4. The Contractor shall answer the Government’s questions on an ad hoc basis.

5.2. Task 2 (CLIN 0002) – Provide Negotiation Services

5.2.1. The Contractor shall assist and advise the Government in negotiating the highest possible recovery on PBGC’s employer liability claims.

5.2.2. The Contractor shall participate in ad hoc meetings as needed.

5.2.3. The Government will trigger the start of the negotiations task in writing via email from the COR.

6. PERFORMANCE STANDARDS: Required performance standards are contained in the Performance Requirement Summary Table (PRS) in the Quality Assurance Surveillance Plan (QASP) at Technical Exhibit 1. Absence of any contract

PAGE 8 OF 31 PBGC01-RQ-16-0033

Requirement from the PRS does not detract from its enforceability nor limit the rights or remedies of the Government under any other provision of the contract, including the clauses entitled “Inspection of Services” and “Default.”

7. INCENTIVES: Past performance evaluations for services in accordance with the performance standards as described in the Quality Assurance Surveillance Plan (QASP) at Technical Exhibit 1.

8. DELIVERABLES AND DELIVERY SCHEDULE:

8.1. Deliverables and Delivery Schedule

Par Deliverable Due Date Media(s) Quantity Delivery Point(s)

5.1.2 Valuation

Report

No more than 30 days from the date business plan information received.

Electronic Submission

1EA Email COR

8.2 Monthly

Progress Report

5th Business Day following end of month

Electronic Submission

1EA Email COR

8.2. Monthly Reporting: The Contractor shall provide a monthly progress report on the 5th business day following conclusion of the month reflected in the progress report. The monthly progress report shall include work accomplished last month, Deliverables delivered-- when and status, hours per labor category for labor hour tasks, work to be accomplished next month and any challenges encountered.

8.3. Quality Control Plan: The Contractor shall adhere to their Quality Control

Plan (QCP) as proposed.

9. GOVERNMENT-FURNISHED EQUIPMENT AND INFORMATION (GFE/GFI):

None

10. PLACE OF PERFORMANCE: Performance of this contract shall be at the

Contractor’s site except for participation in Negotiations.

PAGE 9 OF 31 PBGC01-RQ-16-0033

11. PERIOD OF PERFORMANCE: The period of performance is for a base period of six (6) months.

12. QUALITY ASSURANCE: The Government will evaluate the Contractor’s performance on this contract. See the Government’s Quality Assurance Surveillance Plan (QASP) at Technical Exhibit 1.

TECHNICAL EXHIBITS:

1. Government Quality Assurance Surveillance Plan (QASP)

PAGE 10 OF 31 PBGC01-RQ-16-0033

Technical Exhibit 1 – Government Quality Assurance Surveillance Plan (QASP)

1. Title: Valuation Consulting Services, QASP.

2. Purpose: This QASP specifically corresponds to the PWS Section 5, Performance Requirement (Tasks). Section 5 of the PWS discusses what work is to be performed and to what outputs or outcomes the Government expects and to what specification.

The QASP provides a surveillance plan sufficient to ensure acceptable performance and compliance with the FAR.

3. Objective: The objective of this Surveillance Plan is to evaluate how the Contract is being performed by the Contractor.

4. Surveillance Method by Performance Area:

4.1. Surveillance described:

4.1.1. The COR shall perform 100% inspection on each written deliverable as described in the PWS, Section 5 and as summarized in the Performance Requirement Summary Table (PRS) at attachment 1.

4.2. Reporting Results:

4.2.1. Every 90 days (three months) of the contract the COR will prepare a written report for the Contracting Officer that summarizes the overall results of the quality assurance surveillance of the Contractor’s performance.

4.2.2. A copy will be maintained in the COR file.

4.2.3. Unsatisfactory Performance:

4.2.3.1. Unsatisfactory contract performance, performance not meeting the AQL will be reported by the COR immediately to the ACO.

4.3. Incentives: Past performance evaluations.

Attachments:

1. Performance Requirement Summary Table

PAGE 11 OF 31 PBGC01-RQ-16-0033

Attachment 1 – Performance Requirement Summary Table

No. Par Output or Deliverable

Performance Standard

Acceptable Quality Level (AQL)

Surveillance Method Used

Frequency Incentive (Nonmonetary)

1. 5.1 Valuation Report

No more than 30 days from the date business plan information received.

100% On Time and complete in accordance with the requirements in Section 5.1

100% Inspection

Once Past Performance Evaluation

2. 8.2 Monthly Progress Report

5 business Days after end of month reported on.

100% On Time and Per PWS

100% Inspection

Monthly Past Performance Evaluation

3. 8.3 Quality Control Plan

Delivered with Proposal

100% On Time and Per PWS

100% Inspection

Once Past Performance Evaluation

. 3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2015)

(Reference 52.204-18)

. 4 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

PAGE 12 OF 31 PBGC01-RQ-16-0033

(Reference 52.204-19)

. 5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

(Reference 52.212-4)

. 6 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)--ALTERNATE I (MAY 2014)

(Reference 52.212-4 I)

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

(Reference 52.216-1)

. 8 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

(Reference 52.216-31)

. 9 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

(Reference 52.217-8)

. 10 52.232-1 PAYMENTS (APR 1984)

(Reference 52.232-1)

. 11 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

(Reference 52.232-18)

. 12 52.243-1 III CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE III (APR 1984)

(Reference 52.243-1 III)

. 13 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

(Reference 52.243-3)

. 14 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(Reference 52.246-4)

. 15 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

(Reference 52.246-6)

. 16 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2015)

(Reference 52.212-3)

. 17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2015)

PAGE 13 OF 31 PBGC01-RQ-16-0033

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clause, which is incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.233-3, Protest after Award (Aug 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 4704 and 10 U.S.C. 2402).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(3) 52.203-15, Whistleblower Protections Under the American Recovery L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) [Reserved]

(6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.209-6, Protecting the Government`s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(10) [Reserved] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C.

657a).

(ii) Alternate I (NOV 2011) of 52.219-3.

X (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(ii) Alternate I (JAN 2011) of 52.219-4.

(13) [Reserved] (14)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

(ii) Alternate I (Nov 2011) of 52.219-6.

(iii) Alternate II (Nov 2011) of 52.219-6.

(15)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (Jun 2003) (15 U.S.C. 644).

(ii) Alternate I (Oct 1995) of 52.219-7.

(iii) Alternate II (Mar 2004) of 52.219-7.

(16) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15 U.S.C. 637(d)(2) and (3)).

(17)

(i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637(d)(4)).

(ii) Alternate I (Oct 2001) of 52.219-9.

(iii) Alternate II (Oct 2001) of 52.219-9.

(iv) Alternate III (Oct 2015) of 52.219-9.

(18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

(19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

(20) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999)(15 U.S.C. 637(d)(4)(F)(i)).

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013)(15 U.S.C. 637(m)).

(24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business(WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(26) 52.222-19, Child Labor - Cooperation with Authorities and Remedies(Jan 2014) (E.O.

13126).

X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

X (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

PAGE 14 OF 31 PBGC01-RQ-16-0033

X (31) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (33)(i) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(ii) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 7 and E.O. 13627).

(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(35) (i) 52.223-9, Estimate of Percentage of Recovered Material Contentfor EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Notapplicable to the acquisition of commercially available off-the-shelf items.)

(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(36) (i) 52.223-13, Acquisition of EPEAT(R) -Registered Imaging Equipment(Jun 2014) (E.O.s 13423 and 13514)

(ii) Alternate I (Oct 2015) of 52.223-13.

(37) (i) 52.223-14, Acquisition of EPEAT(R) -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

(38) 52.223-15, Energy Efficiency in Energy-Consuming Products(Dec 2007) (42 U.S.C. 8259b).

(39) (i) 52.223-16, Acquisition of EPEAT(R)-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

X (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

(41) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

(42) (i) 52.225-3, Buy American--Free Trade Agreements-- Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub.

L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41,112-42, and 112-43).

(ii) Alternate I (May 2014) of 52.225-3.

(iii) Alternate II (May 2014) of 52.225-3.

(iv) Alternate III (May 2014) of 52.225-3.

(43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.##s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(48) 52.232-29, Terms for Financing of Purchases of Commercial Items(Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

(49) 52.232-30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 4505, 10 U.S.C.

2307(f)).

(50) 52.232-33, Payment by Electronic Funds Transfer - System for Award Management (Jul 2013) (31 U.S.C. 3332).

(51) 52.232-34, Payment by Electronic Funds Transfer - Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

(52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

(53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

(54) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

(ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

(2) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

(3) 52.222-42, Statement of Equivalent Rates for Federal Hires(MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4) 52.222-43, Fair Labor Standards Act and Service Contract Labor --Price Adjustment (Multiple Year and Option Contracts)(MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

PAGE 15 OF 31 PBGC01-RQ-16-0033

(5)52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

(6)52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C.

chapter 67).

(7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

(8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C.

1792).

(10) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess ofthe simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor`s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at allreasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract.If this contract is completely or partially terminated, the records relating to the work terminated shall be madeavailable for 3 years after any resulting final termination settlement. Records relating to appeals underthe disputes clause or to litigation or the settlement ofclaims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents,accountin g procedures and practices, and other data, regardless of type and regardless of form. This does notrequire the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause,other than those in this paragraph (e)(1)in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii)52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities(Jul 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

(ix) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(x) 52.222-41, Service Contract Labor Standards (May 2014),(41 U.S.C. chapter 67).

(xi) (A) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) 41 U.S.C.

chapter 67.)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C.

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

PAGE 16 OF 31 PBGC01-RQ-16-0033

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractualobligations.

(End of Clause)

. 18 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 12 months

. 19 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

www.acquisition.gov

. 20 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2015)

(Reference 52.212-1)

. 21 52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers: See Addendum 2 of the solicitation.

___________________________________________ [Contracting Officer shall insert the significant evaluation factors, such as

(i) technical capability of the item offered to meet the Government requirement;

(ii) price;

(iii) past performance (see FAR 15.304);

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer`s specified expiration time, the

PAGE 17 OF 31 PBGC01-RQ-16-0033

Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision)

. 22 ADEENDUM 1 - INSTRUCTIONS TO OFFERORS

PAGE 18 OF 31 PBGC01-RQ-16-0033

ADDENDUM 1

INSTRUCTIONS TO OFFERORS

1. CORRESPONDENCE AND DELIVERY OF PROPOSALS

1.1. Questions regarding the proposal shall be submitted by email no later than

December 29, 2015 at 11:00 am EST. No information concerning this solicitation will be provided in response to telephone calls.

1.2. All correspondence should be sent to Joy Bolluyt, Contract Specialist (CS), via email to: Bolluyt.joy@pbgc.gov with cc: to Robert Hufford, Contracting Officer (CO), Hufford.robert@pbgc.gov.

1.3. Submit one (1) electronic copy of a technical proposal and one (1) electronic copy of a price proposal via email to the CO and CS by 12:00 (NOON) EST on January 4, 2015.

2. CONTRACT TYPE

The government anticipates awarding a Firm Fixed Price / Labor Hour Hybrid Contract for Commercial Services.

3. FORMAT AND INSTRUCTIONS FOR PROPOSAL

The proposal submitted in response to this solicitation shall be formatted as follows:

3.1. Volume I – Contract Document and Price Proposal:

3.1.1. Firm fixed unit prices and fully loaded labor rates shall be submitted as specified in the pricing schedule. For purposes of evaluation, the Offeror shall include Labor Categories, Labor Hours per Category, and Rates for a not-to-exceed amount of $70k, plus or minus 1% for CLIN 2.

3.1.2. One (1) electronic (Microsoft Word or PDF) copy via email. Multiple files (including the completed Contract Form and Pricing Schedule shall be attached to an email with the subject line: “Offeror Name, PBGC01-RQ-16- 0033, Contract Document and Price Proposal”. Separate documents attached to the email shall be titled using this format “Offeror Name, PBGC01-RQ-16-0033, Document Description”.

3.1.3. Offerors may indicate that their response to FAR 52.212-3 Offeror Representations and Certifications-Commercial Items has been completed electronically at (System for Award Management (SAM) website http://sam.gov.

PAGE 19 OF 31 PBGC01-RQ-16-0033

3.2. Volume II – Technical Proposal:

3.2.1. General Instructions for Submission and Format: One (1) electronic (Microsoft Word or PDF) copy. Multiple files shall be attached to an email with the subject line “Offeror Name, PBGC01-RQ-16-0033, Technical Proposal”. Separate documents attached to the email shall be title using the format “Offeror Name, PBGC01-RQ-16-0033, Document Description”.

3.2.2. The Offeror shall use the specific format below:

• 8.5 by 11 inch paper

• 12 pitch print or larger, Arial or Times New Roman style font

• 1.25 inch left hand margin, .75 inch right hand margin and 1 inch margins at both the top and bottom for each page.

• All pages single-spaced double-spaced between paragraphs

• Every page sequentially numbered, and

• Page numbers centered in the bottom margin.

• 15 page limit (Volume I does not count towards the page limit)

3.3. Technical Proposal Special Instructions:

Offerors shall provide the information requested in these special instructions in their technical proposal. The special instructions are numbered and mapped to the evaluation criteria as found in Addendum 2.

1. Past Performance

1.1. The Offeror shall provide evidence of past performance to include work similar in size and scope for the work required under this solicitation performed within the past three (3) years, as measured by the following factors:

1.1.1. Similarity of engagement, industry, and geographic location will be weighted more heavily than generic examples. The examples given must be of the personnel directly working on the engagement and not of the firm as a whole. Quality of products and services as well as technical support provided, to include quality of personnel;

1.1.2. Cost Control;

1.1.3. Timeliness of performance;

1.1.4. Business relations, to include problem responsiveness; and,

1.1.5. Customer satisfaction, particularly in regard to providing well documented valuations that supported positive outcomes in negotiation and litigation.

1.2. The Offeror must provide three (3) references to include name of agency or firm for which work was performed, name of POC, email and phone number.

PAGE 20 OF 31 PBGC01-RQ-16-0033

1.3. The government may use other sources of official past performance information to assess past performance.

2. Technical Approach

2.1. The Offeror must demonstrate how it will perform the following:

2.1.1. Evaluate and report on Eber’s financial reports and business plans upon which the valuation of Eber’s operating subsidiary is predicated.

2.1.2. Value the firm under common market practices and produce a valuation report. The valuation of the business will be with potential litigation and the need for an expert witness report in mind.

2.1.3. Provide services as an expert witness or help select, advise, and coach PBGC’s potential expert witnesses in regards to valuation of Eber’s operating subsidiary equity.

2.1.4. As part of this response, Offeror must submit a list of required information, reports, and questions to be asked of the company being valued as evidence of the understanding of the engagement by the Offeror and demonstration of experience.

3. Qualification of Key Personnel

3.1. The Offeror shall propose key personnel identified in PBGC-37-001, that meet the following minimum qualifications:

3.1.1. Relevant experience in conducting business valuations and related negotiations and litigation support services.

3.1.2. Minimum of five (5) years-experience on similar projects and support roles.

3.1.3. Knowledge and experience in valuing wine and liquor businesses similar to Eber Brothers (indicate the location and size of company valuated).

3.2. The Offeror shall describe key personnel experience in providing valuation of businesses, client support in negotiations, providing expert witness support, preparing an expert witness or serving as an expert witness.

3.3. The Offeror shall describe their methods to ensure that staff meet the education and work experience requirements as proposed.

3.4. Experience as an expert witness in the wine and liquor industry is preferable.

3.5. The Offeror shall provide a resume for each individual proposed to work on this contract. The resume must state how that individual meets or exceeds the required minimum qualifications.

PAGE 21 OF 31 PBGC01-RQ-16-0033

4. Management Approach

4.1. The Offeror shall submit a Quality Control Plan (QCP) that describes the contractor’s control procedures to ensure all services and deliverables are provided as described in the PWS.

. 23 ADDENDUM 2 - EVALUATION - C0MMERCIAL ITEMS

PAGE 22 OF 31 PBGC01-RQ-16-0033

ADDENDUM 2

EVALUATION – COMMERCIAL ITEMS

1. EVALUATION CRITERIA

1.1. Non-Price Criteria

1.1.1. The Government intends to award to the responsible Offeror whose offer represents the best value to the Government, price and other factors considered according to FAR 12 and 13.5 for commercial services.

1.1.2. The Offeror’s proposal shall be evaluated in accordance with the following factors in order of importance, most important to least important:

(1) Past Performance

(2) Technical Approach

(3) Qualifications of Key Personnel

(4) Management Approach

1.2. Price

Price will be evaluated as an independent factor and for price reasonableness.

2. Selection:

2.1. A tradeoff process among price and non-price factors shall be followed in order to ensure that the selected offers will provide the best value to the Government.

The non-price evaluation factors, when combined, are more important than price.

2.2. Offerors are cautioned that the award may not necessarily be made to the lowest priced Offeror or to the highest technically-rated Offeror.

2.3. The Government reserves the right to reject any and all proposals received or request clarification or modification of proposals. The Government reserves the right to conduct discussions during the evaluation process, if later determined by the Contracting Officer to be necessary.

2.4. Award of any contract will be based upon a review and a comparative assessment of the Offeror’s proposal against PBGC’s evaluation factors contained in this section.

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

The Contracting Officer's Representative (COR) is who may be reached at . 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.

PAGE 23 OF 31 PBGC01-RQ-16-0033

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.

. 25 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/documents/Final-RM- Interim-Guidance-2012.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.

. 26 PBGC 52.209-7000 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

(a) The Contractor agrees that it will take such measures as are necessary to restrict access to pension plan and participant records as well as any other information related to work pursuant to this contract (including, but not limited to, any information relating to legal, policy, program, operational or other issues, whether concerning existing, proposed or contemplated legislation, regulations, policy issuances or similar matters or otherwise) to those employees and/ or subcontractors of the Contractor needing such information to perform the work required thereunder, i.e., on a "need-to-know" basis. This Clause does not apply to information which has been released to the public by PBGC or which is available to the public other than by the Contractor's breach of this Agreement.

(b) The Contractor agrees to keep the restricted information in the strictest confidence.

The Contractor also agrees not to publish, reproduce or otherwise divulge the 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 restrict access to the Information, to those employees and/

PAGE 24 OF 31 PBGC01-RQ-16-0033

or subcontractors needing such information to perform the work required under the contract, i.e., on a "need-to-know" basis. The obligation to maintain confidentiality continues after completion, termination, or expiration of this contract. The Information shall be made available only at the discretion of the PBGC and subject to the Freedom of Information Act (5 U.S.C. Sec. 552), as amended, The Privacy Act, (5 U.S.C. Sec. 552a), as amended, The Trade Secrets Act, (18 U.S.C. Sec. 1905, as amended), and any other applicable laws or regulations. Further, the Contractor shall notify the PBGC of the transfer to subcontractors of any information prior to any such transfer. Upon completion of the Contractor's obligations, the Contractor shall return or destroy all copies of restricted information, whether furnished by PBGC or created by the Contractor and any subcontractor.

(c) The Contractor agrees to immediately notify the PBGC, in writing, in the event that the Contractor determines or has reason to suspect a breach of any part of this clause.

(d) The Contractor agrees to immediately notify the PBGC in writing, of any request received from any individual who is not a party to this contract, for access to information related to this contract. Those requests will be directed to PBGC's Disclosure Officer for processing under the provision of the Freedom of Information Act. This paragraph does not apply to a request by an individual for access to information contained in records pertaining to that particular individual.

However, if the individual wants copies of the actual records pertaining to him, he first must contact PBGC's Disclosure Officer.

(e) The Contractor agrees that it will not knowingly violate any statutory or regulatory restrictions against the disclosure of government records, including 5 U.S.C. Sec. 552a, as amended, 5 U.S.C. Sec. 552, as amended, 18 U.S.C. Sec. 1905, as amended, and implementing regulations. The Contractor also agrees that it will take steps to ensure that any subcontractor will also adhere to these restrictions.

(f) The Contractor is bound by Section (m) of the Privacy Act, 5 U.S.C. Sec. 552a(m) and as such is considered under the act to be an employee of the agency. Accordingly, the Contractor and any of its employees are subject to the criminal penalties of the Privacy Act, 5 U.S.C. Sec.552a(i).

(g) The Contractor will designate and identify an individual who shall be responsible for the notifications required under sections b, c and d of this agreement and who shall receive all appropriate responses from the Contracting Officer's Representative (COR) or from PBGC's Disclosure Officer. The Contractor shall take those steps necessary to ensure that the provisions of paragraphs a-g, inclusive, are adhered to by all directors, officers, agents and employees of the Contractor.

(h) The Contractor shall place the provisions contained at Paragraphs a-g, above, in all subcontracts entered into pursuant to the contract where the subcontractor will have or may gain access to PBGC information and, further, the Contractor agrees to enforce the provisions of this Clause against any and all subcontractors under this contract.

. 27 PBGC 52.209-7001…