Solicitation 05GA0A22Q0012-Amendment-0001.pdf

1 : :

Document Number: 05GA0A22Q0012 Page 1 of 12

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE PAGE OF PAGES

1 12

2. AMENDMENT/MODIFICATION NUMBER

3. EFFECTIVE DATE

04/05/2022

4. REQUISITION/PURCHASE REQ. NUMBER

See Lines

5. PROJECT NUMBER (If applicable)

GAO-HQ-AMCODE

BOOKER, THERESA E

ACQUISITION MANAGEMENT

441 G STREET, N.W.

ROOM 7N14U

ATTENTION:

WASHINGTON, DC 20548

6. ISSUED BY CODE7. ADMINISTERED BY (If other than Item 6)

9A. AMENDMENT OF SOLICITATION NUMBER

05GA0A22Q0012

CODE FACILITY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, country, state and ZIP Code) (X)

X 9B. DATED (SEE ITEM 11)

04/01/2022

10A. MODIFICATION OF CONTRACT/ORDER

NUMBER

10B. DATED (SEE ITEM 11)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X XThe above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers is extended, is not extended, Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning ____copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

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

ORDER NUMBER IN ITEM 10A.

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

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

D. OTHER (Specify type of modification and authority)

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

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

The purpose of this amendment is to update the Statement of Work and Evaluation Factors.

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

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Theresa Booker

Contracting Officer

(Signature of person authorized to sign)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED

By (Signature of Contracting Officer)

16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

04/05/2022

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV.

11/2016) Prescribed by GSA FAR (48 CFR) 53.243

Document Number: 05GA0A22Q0012 Page 2 of 12

Table of Contents

Section Description Page Number

1 Continuation Sheet 01 Submission of Quotation 02 Statement of Work 03 Evaluation Criteria and Evaluation Factors

2 Contract Clauses 01 Type of Contract (APR 1984) 02 52.217-8 Option to Extend Services (Nov 1999) 03 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 04 Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (OCT 2017) 05 GAO 52.233-70 Disputes—Legislative Branch Agency (APR 2008) 06 FAR 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

Document Number: 05GA0A22Q0012 Page 3 of 12

Section 1 - Continuation Sheet

The purpose of this amendment is to update the Statement of Work and Evaluation Factors.

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

1 Service

Firm Fixed Price

PSC: R422

Original: 1.000000

Change: 0.000000

Current: 1.000000

LOT

Period of Performance:05/16/2022 - 05/15/2023

Description:Base Yr: Electronic access to merger & acquisitions data of nursing homes by for-profit chain and private equity firms.

Reference Line:GAO2210200002 - 0001

Pricing Options:

Indicator: Base Base Line Number: 1

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

101 SERVICE

Firm Fixed Price

PSC: R422

Original: 0.000000

Change: 0.000000

Current: 0.000000

LOT

Period of Performance:05/16/2023 - 05/15/2024

Description:Option Yr 1: Electronic access to merger & acquisitions data of nursing homes by for-profit chain and private equity firms.

Reference Line:GAO2210200002 - 0101

Pricing Options:

Indicator: Option Base Line Number: 1 Option Period: 1

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

201 Service

Firm Fixed Price

PSC: R422

Original: 0.000000

Change: 0.000000

Current: 0.000000

Period of Performance:05/16/2024 - 05/15/2025

Description:Option Yr 2: Electronic access to merger & acquisitions data of nursing homes by for-profit chain and private equity firms.

Reference Line:GAO2211040001 - 0005

Pricing Options:

Indicator: Option Option Period: 2

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

301 Service

Firm Fixed Price

PSC: R422

Original: 0.000000

Change: 0.000000

Current: 0.000000

Period of Performance:05/16/2025 - 05/15/2026

Description:Option Yr 3: Electronic access to merger & acquisitions data of nursing homes by for-profit chain and private equity firms.

Document Number: 05GA0A22Q0012 Page 4 of 12

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

Reference Line:GAO2211040001 - 0005

Pricing Options:

Indicator: Option Option Period: 3

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

401 Service

Firm Fixed Price

PSC: R422

Original: 0.000000

Change: 0.000000

Current: 0.000000

LOT

Period of Performance:05/16/2026 - 05/15/2027

Description:Option Yr 4: Electronic access to merger & acquisitions data of nursing homes by for-profit chain and private equity firms.

Reference Line:GAO2211040001 - 0005

Pricing Options:

Indicator: Option Option Period: 4

01 Submission of Quotation

Submission of Quotation

Basis for Award: The Government will award a single Purchase Order from this Request for Quotation (RFQ) to the responsible Offeror whose offer conforming to the RFQ will be most advantageous to the Government based on the Lowest Price Technically Acceptable (LPTA) evaluation method.

The quotation will provide a response that demonstrates how it meets each of the delineated technical requirement below.

The vendor must provide a ten (10) page quote describing its commercially available off-the-shelf online product and the following:

how it will meet the below data requirements and how it will meet the below technical and customer support requirements.

In addition to the ten (10) page quotation, the vendor will provide twenty (20) samples of nursing home data in an Excel spreadsheet as described below and will provide five (5) screenshots of its platform.

Submit signed and dated solicitation, at or before the exact time specified in this Request for Quotation. Vendors who submit quotation s must be registered in www.sam.gov, to be considered for award. All questions regarding this requirment shall be submitted via email no later April 11, 2022 at 12:00 PM EST to the Contract Specialist, Traenesha L. Jones, via email at jonest3@gao.gov and the Contracting Officer, Theresa Booker, bookert@gao.gov. All quotations should also be submitted via email to the Contract Specialist at jonest3@gao.gov and the Contract Officer at bookert@gao.gov no later than May 2, 2022, at 2:00 PM EST.

As a minimum, offers must show—

The RFQ number;

2. The time specified in the request for quotation for receipt of quotations;

3. The name, address, and telephone number of the Vendor;

4. Acknowledgment of RFQ Amendments;

5. Period for acceptance of offers. The Vendor agrees to hold the prices in its offer firm for 90 calendar days from the date specified for receipt of offers, unless another time period is specified in an amendment to the request for quotation .

02 Statement of Work

Document Number: 05GA0A22Q0012 Page 5 of 12

Statement of Work Section 1. Background GAO is working on a Congressional request from Chairman Richard Neal of the House Committee on Ways and Means to examine the quality of care in for-profit chain and private equity-owned nursing homes. GAO intends to analyze the relationship between ownership and quality of care in for-profit chain and private equity-owned nursing homes. In order to conduct this analysis, GAO needs to obtain data on acquisitions of nursing homes by for-profit chain and private equity firms, including the seller, buyer, number of facilities acquired, date of acquisition, and corporate structure. These data may also be used in future GAO work recently requested by the House Committee on Ways & Means on private equity and bankruptcies in the health care industry.

Section 2. Purpose

GAO intends to use private equity mergers and acquisitions data to develop a list of nursing homes that were acquired by for-profit chain and private equity firms from calendar years 2014 through the present. Once GAO has identified private equity-owned nursing homes, GAO intends to examine facility ownership types, including private equity ownership, and certain facility characteristics.

GAO intends to use private equity mergers and acquisitions data to develop a list of businesses other than nursing homes that were acquired by private equity firms from calendar year 2014 through the present. GAO intends to use this data to examine the relationship between private equity and bankruptcies in the health care industry.

GAO intends to incorporate its findings on nursing home ownership, as well as its findings on the relationship between private equity and bankruptcies in the health care industry, into its respective reports to Congress.

Section 3. Scope of Work

Private Equity Mergers and Acquisitions Data Access

The data service subscription should be a commercially available off-the-shelf online product. The vendor must satisfy the following requirements:

• The vendor must provide GAO account users with access to its platform containing data on private equity mergers and acquisitions of nursing home facilities for calendar years 2014 through the present and must include the following data points:

• type of transaction (private equity acquisition);

• company or individual name of the seller of the nursing home or chain of nursing homes;

• company or individual name of the buyer of the nursing home or chain of nursing homes;

• business description of the seller of the nursing home or chain of nursing homes (private equity firm, public company);

• business description of the buyer of the nursing home or chain of nursing homes (private equity firm, real estate investment trust.);

• description of the acquisition of the nursing home or chain of nursing homes (skilled nursing facility, portfolio of skilled nursing facilities and assisted living facilities.);

• key executives of the seller of the nursing home or chain of nursing homes;

• key executives of the buyer of the nursing home or chain of nursing homes;

• primary business address of the seller of the nursing home or chain of nursing homes;

• primary business address of the buyer of the nursing home or chain of nursing homes;

• unique identification number for the seller of the nursing home or chain of nursing homes;

• unique identification number of the buyer of the nursing home or chain of nursing homes;

• date of the acquisition of the nursing home or chain of nursing homes;

• history of transactions involving the nursing home or chain of nursing homes; and

• corporate structure, including the overall parent company and subsidiary companies.

• The vendor must provide GAO account users with access to its platform containing data on private equity mergers and acquisitions of businesses other than nursing homes (including other businesses in the health care sector and beyond the health care sector) from calendar year 2014 through the present. The platform must include the following data points:

Document Number: 05GA0A22Q0012 Page 6 of 12

• type of transaction (private equity acquisition);

• company or individual name of the seller of the business;

• company or individual name of the buyer of the business;

• business description of the seller of the business (private equity firm, public company);

• business description of the buyer of the business (private equity firm, venture capital firm.);

• description of the acquisition of the business (business, institutional ethics committee);

• key executives of the seller of the business;

• key executives of the buyer of the business;

• primary business address of the seller of the business;

• primary business address of the buyer of the business;

• unique identification number for the seller of the business;

• unique identification number of the buyer of the business;

• date of the acquisition of the business;

• history of transactions involving the business; and

• corporate structure, including the overall parent company and subsidiary companies.

Technical and Customer Support

The vendor must provide the following technical and customer support:

• The vendor must provide, to at least two hundred and fifty (250) GAO employees concurrent access to its platform containing data on private equity mergers and acquisitions of nursing home facilities and other businesses.

• The vendor must ensure that GAO account users can download extracts from the data platform in .csv or similar format.

The vendor must also ensure that GAO account users can make keyword searches in the database to identify text searchable information in data entries, such as the company or transaction profiles. Additionally, the vendor must provide GAO with data documentation, such as technical and user guides, that enables GAO to assess the reliability of the data.

• The vendor must provide GAO account users with at least twelve (12) hours of technical assistance, as needed, to: (1) respond to follow-up questions regarding the data platform to which the vendor provided GAO account users access; (2) assist GAO account users in the building out-custom searches for private equity acquisitions of nursing homes and other businesses within the data platform or conducting additional research to identify new transactions based on GAO supplied information; and (3) answer questions regarding research methods.

Section 4. Deliverables

Responsibility Description Quantity/Media Date Completed 1 Vendor Access to platform containing data on private equity mergers and acquisitions of nursing home facilities for calendar years 2014-through the present.

Vendor's data platform. One week from contract award.

2 Vendor Access to platform containing data on private equity mergers and acquisitions of businesses other than nursing homes (including other businesses in the health care sector and beyond the health care sector) from 2014 through the present.

Vendor's data platform. One week from contract award.

3 Vendor Provide up to 12 hours of technical assistance to respond to follow-up

Email and/or teleconference.

Annually

Document Number: 05GA0A22Q0012 Page 7 of 12 questions regarding data platform and research methods, and assist GAO in building out custom searches or conducting additional research.

Section 5. Government-Furnished Property, Material, Equipment, or Information (GFP, GFM, GFE, or GFI) No government-furnished property will be provided to the contractor under this SOW.

Section 6. Security Not applicable.

Section 7. Travel Not applicable.

Section 8. Special Material Requirements Not applicable.

Section 9. Other Unique Requirements Not applicable.

Section 10. Place of Performance Work to be performed at contractor’s facility.

Section 11. Period of Performance The total period of performance will not exceed five (5) years. The period of performance (POP) includes a base period of 1 year, with 4 additional option years. The POP is expected to begin within one (1) business day after the award.

Section 12. Contract Administration Theresa Booker Contracting Officer Acquisition Management, Financial Management & Budget Office Government Accountability Office 441 G St NW, Washington, DC 20548 bookert@gao.gov

Traenesha Jones Contract Specialist Acquisition Management, Financial Management & Budget Office Government Accountability Office 441 G St NW, Washington, DC 20548 jonest3@gao.gov

Contracting Officer's Representative (COR): TBD

03 Evaluation Criteria and Evaluation Factors

Evaluation Criteria and Evaluation Factors

This is a Lowest Price Technically Acceptable (LPTA) procurement. The Government will make an award to the responsible vendor whose quotation is technically acceptable and lowest-priced.

Quotations will be evaluated under the lowest-price technically acceptable (LPTA) source selection process.

The quotations submitted will be evaluated with the lowest priced proposal being evaluated first.

If the first quotation is reviewed and deemed acceptable, the contract award will be made to the corresponding vendor.

If the first quotation is deemed unacceptable, review will continue to the second lowest-priced quotation, to see if it is acceptable.

After review, if the second quotation is deemed acceptable, the contract award will be made to the corresponding vendor.

Document Number: 05GA0A22Q0012 Page 8 of 12

If the second lowest priced quotation is deemed unacceptable, the process of considering the next lowest-priced quotation will continue until a quotation is deemed acceptable.

The award will be made on the basis of the lowest price quotation meeting the acceptability standards for non-cost factors.

Factor 1 – Technical Approach

The vendor must provide a ten (10) page quote describing its commercially available off-the-shelf online product and the following:

how it will meet the below data requirements and how it will meet the below technical and customer support requirements.

In addition to the ten (10) page quotation, the vendor will provide twenty (20) samples of nursing home data in an Excel spreadsheet as described below and will provide five (5) screenshots of its platform.

Private Equity Mergers and Acquisitions Data Access

• The vendor must provide GAO account users with access to its platform containing data on private equity mergers and acquisitions of nursing home facilities for calendar years 2014 through the present and must include the following data points:

• type of transaction (private equity whole acquisition);

• company or individual name of the seller of the nursing home or chain of nursing homes;

• company or individual name of the buyer of the nursing home or chain of nursing homes;

• business description of the seller of the nursing home or chain of nursing homes (private equity firm, public company);

• business description of the buyer of the nursing home or chain of nursing homes (private equity firm, real estate investment trust);

• business description of the acquired nursing home or chain of nursing homes (skilled nursing facility, portfolio of skilled nursing facilities and assisted living facilities.);

• key executives of the seller of the nursing home or chain of nursing homes;

• key executives of the buyer of the nursing home or chain of nursing homes;

• key executives of the acquired nursing home or chain of nursing homes;

• primary business address of the seller of the nursing home or chain of nursing homes;

• primary business address of the buyer of the nursing home or chain of nursing homes;

• primary business address of the acquired nursing home or chain of nursing homes;

• tax identification number for the seller of the nursing home or chain of nursing homes;

• tax identification number of the buyer of the nursing home or chain of nursing homes;

• tax identification number of the acquired nursing home or chain of nursing homes;

• date of the acquisition of the nursing home or chain of nursing homes;

• number of nursing home facilities acquired, if the buyer is acquiring a portfolio of nursing homes;

• history of transactions involving the nursing home or chain of nursing homes; and

• corporate structure of the buyer, including the overall parent company and subsidiary companies.

• The vendor must provide GAO account users with access to its platform containing data on private equity mergers and acquisitions of businesses other than nursing homes (including other businesses in the health care sector and beyond the health care sector) from calendar year 2014 through the present. The platform must include the following data points:

• type of transaction (private equity acquisition);

• company or individual name of the seller of the business;

• company or individual name of the buyer of the business;

• business description of the seller of the business (private equity firm, public company);

• business description of the buyer of the business (private equity firm, venture capital firm.);

• description of the acquisition of the business (business, institutional ethics committee);

• key executives of the seller of the business;

• key executives of the buyer of the business;

• primary business address of the seller of the business;

• primary business address of the buyer of the business;

Document Number: 05GA0A22Q0012 Page 9 of 12

• unique identification number for the seller of the business;

• unique identification number of the buyer of the business;

• date of the acquisition of the business;

• history of transactions involving the business; and

• corporate structure, including the overall parent company and subsidiary companies.

Technical and Customer Support

The vendor must provide the following technical and customer support:

• The vendor must provide, to at least two hundred and fifty (250) GAO employees concurrent access to its platform containing data on private equity mergers and acquisitions of nursing home facilities and other businesses.

• The vendor must ensure that GAO account users can download extracts from the data platform in .csv or similar format.

The vendor must also ensure that GAO account users can make keyword searches in the database to identify text searchable information in data entries, such as the company or transaction profiles. Additionally, the vendor must provide GAO with data documentation, such as technical and user guides, that enables GAO to assess the reliability of the data.

• The vendor must provide GAO account users with at least twelve (12) hours of technical assistance, as needed, to: (1) respond to follow-up questions regarding the data platform to which the vendor provided GAO account users access; (2) assist GAO account users in the building out-custom searches for private equity acquisitions of nursing homes and other businesses within the data platform or conducting additional research to identify new transactions based on GAO supplied information; and (3) answer questions regarding research methods.

Section 2 - Contract Clauses

01 Type of Contract (APR 1984)

52.216-1 Type of Contract (Apr 1984)

The Government contemplates award of a firm fixed price contract regarding from solicitation.

(End of provision)

02 52.217-8 Option to Extend Services (Nov 1999)

52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within _30 days____.

(End of clause)

03 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

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 _30 days____; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least _30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

Document Number: 05GA0A22Q0012 Page 10 of 12

(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 _5 years.

(End of clause)

04 Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (OCT 2017)

Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (OCT 2017)

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

The Contractor must use the IPP website to register, access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM will receive enrolment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3 - 5 business days of the contract award date. Contractor assistance with enrolment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org

This email address is being protected from spambots. You need JavaScript enabled to view it or phone (866) 973-3131. If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer.

New Payment Office Address:

FMBO, Financial Management Government Accountability Office 441 G Street NW; Room 7116E Washington DC, 20548

(End of Local Clause)

05 GAO 52.233-70 Disputes—Legislative Branch Agency (APR 2008)

GAO 52.233-70 Disputes—Legislative Branch Agency (APR 2008)

(a) This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613), as modified by Section 1501 of Title I of Division H of the Consolidated Appropriations Act, 2008, Pub. L. No. 110-161, 121 Stat. 1844 (2008).

(b) Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause.

(c) Claim, as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $50,000 is not a claim under the Act until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d)(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

Document Number: 05GA0A22Q0012 Page 11 of 12

(d)(2)(i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $50,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Contractor."

(3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer's decision shall be final unless the Contractor appeals, within 90 days of receipt of a contracting officer’s decision, to the Government Accountability Office Contract Appeals Board, 441 G Street, N.W., Room 7182, Washington, D.C.

20548; Facsimile: 202-512-9749; E-Mail: CAB@gao.gov.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment.

With regard to claims having defective certifications, as defined in FAR, 48 CFR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

(End of clause)

Alternate I. As prescribed in 33.215, the contracting officer may substitute the following paragraph (i) for paragraph (i) of the basic clause:

(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Contracting Officer.

(End of Clause)

06 FAR 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(1) Any such clause is unenforceable against the Government.

(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

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(3) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(End of clause)