05GA0A23Q0037- (Original RFQ).pdf

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Document Number: 05GA0A23Q0037 Page 1 of 38

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

GAO2303200001

PAGE 1 OF

5. SOLICITATION NUMBER

05GA0A23Q0037

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

05/23/2023

7. FOR SOLICITATION INFORMATION

CALL:

a. NAME

MITCHENER, CEDRIC M

b. TELEPHONE NUMBER (No collect calls) 202-512-7258

8. OFFER DUE DATE / LOCAL

TIME

06/22/2023

14:00 ET

CODE 05GA0A

MITCHENER, CEDRIC M

ACQUISITION MANAGEMENT

441 G STREET, N.W.

ROOM 7N14U

ATTENTION:

WASHINGTON, DC 20548

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED 0 Days: 0.00 %

0 Days: 0.00 % 0 Days: 0.00 % 0 Days: 0.00 %

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

(15 CFR 700)

13b. RATING

X RFQ IFB RFP

14. METHOD OF SOLICITATION

CODE15. DELIVER TO CODE 05GA0A16. ADMINISTERED BY

MITCHENER, CEDRIC M

ACQUISITION MANAGEMENT

441 G STREET, N.W.

ROOM 7N14U

ATTENTION:

WASHINGTON, DC 20548

FACILITY

CODE

CODE

Telephone No.

17a. CONTRACTOR/

OFFEROR

05GA0ACODE18a. PAYMENT WILL BE MADE BY

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

OFFER X SEE ADDENDUM

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

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

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

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

See Lines

25. ACCOUNTING AND APPROPRIATION DATA

GAO-2023-0107A23DA0-1026LAA000-B03030400-25710-987245-2023

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ____ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND 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. _____________________________ OFFER

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

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT) Cedric Mitchener

31c. DATE SIGNED 05/23/2023

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

Document Number: 05GA0A23Q0037 Page 2 of 38

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: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

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

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

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

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 02/2012) BACK

Document Number: 05GA0A23Q0037 Page 3 of 38

Table of Contents

Section Description Page Number

1 Continuation Sheet 1 Statement of Work 2 Government Primary Roles and Responsibilities

2 Contract Clauses FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998)

4 Solicitation Provisions 1 Quotation Preparation- General Instructions 2 Evaluation Factors and Methodology 52.204-7 System for Award Management (Oct 2018) 52.204-16 Commercial and Government Entity Code Reporting (Aug 2020) 52.209-7 Information Regarding Responsibility Matters (Oct 2018)

Document Number: 05GA0A23Q0037 Page 4 of 38

Section 1 - Continuation Sheet

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

0001 Service

Firm Fixed Price

PSC: DH10

1.000000 LOT

Period of Performance:08/21/2023 - 08/20/2024

Description:Base Year- ARM Electronic Access to Financial Data for 10 Users.

Reference Line:GAO2303200001 - 0001

Pricing Options:

Indicator: Base

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

0101 Service

Firm Fixed Price

PSC: DH10

0.000000 LOT

Period of Performance:08/21/2024 - 08/20/2025

Description:Option Year 1 - Electronic Access to Financial Data for 10 Users.

Reference Line:GAO2303200001 - 0101

Pricing Options:

Indicator: Option

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

0201 Service

Firm Fixed Price

PSC: DH10

0.000000 LOT

Period of Performance:08/21/2025 - 08/20/2026

Description:Option Year 2 - Electronic Access to Financial Data for 10 Users.

Reference Line:GAO2303200001 - 0201

Pricing Options:

Indicator: Option

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

0301 Service

Firm Fixed Price

PSC: DH10

0.000000 LOT

Period of Performance:08/21/2026 - 08/20/2027

Description:Option Year 3 - Electronic Access to Financial Data for 10 Users.

Reference Line:GAO2303200001 - 0301

Pricing Options:

Indicator: Option

Document Number: 05GA0A23Q0037 Page 5 of 38

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

0401 Service

Firm Fixed Price

PSC: DH10

0.000000 LOT

Period of Performance:08/21/2027 - 08/20/2028

Description:Option Year 4 - Electronic Access to Financial Data for 10 Users.

Reference Line:GAO2303200001 - 0401

Pricing Options:

Indicator: Option

1 Statement of Work

Statement of Work Electronic Access to Financial Data Internet-based Multiple File, Quantitative and Qualitative Information Database Section 1. Background

The Government Accountability Office (GAO) is an independent agency that carries out audit, evaluative and investigative assignments in addition to providing legal analyses to Congress. GAO performs work at the request of Congress and under the Comptroller General’s authority. In carrying out its work, GAO analyzes and evaluates executive branch agency programs.

The requirements for this database purchase support analyses in various areas including but not limited to financial markets and interest rates, transportation industry financing, and ongoing efforts to monitor and report on global financial and macroeconomic developments, including in the Eurozone and emerging markets, and global monetary policy. In addition, GAO also anticipates a need to monitor and report on developments in U.S. treasury markets, especially as they are related to debt ceiling events and “floating rate notes.” More generally this data would support research in the following areas: financial markets and institutions; housing;

income security; international economics; monitoring various areas of the economy affected by the COVID-19 pandemic and the federal response to the pandemic; global financial and fiscal developments; and work conducted by other GAO teams requiring access to financial or other time series data and industry information.

GAO often needs large database resources to provide documentary or quantitative evidence to support analytic findings. Examples of these analytic findings are found on the agency’s web site: https://www.gao.gov.

Section 2. Purpose GAO requires comprehensive, multiple-file, quantitative and qualitative data in addition to electronic access to an information resource or database. The electronic database will provide information to assist and support GAO in completing congressionally requested analyses that can cover a wide variety of topics.

Section 3. Scope of Work

The data shall be commercially available, off-the-shelf product, with bulk data downloads of flat-data files as described below:

Technical Requirements A.1. System Components and General Functions A.1. a. Product Access and Usage Specifications The vendor shall provide the following requirements:

• Accessibility via an Internet URL, a desktop application, an application added-on to Microsoft Excel, or a combination of the three methods.

• Ten (10) licensed user accounts.

• A database that offers single user accounts that are assignable to specific individuals and accessible anywhere.

Additionally, single user accounts shall be:

• Concurrent for the appropriate number of licensed users.

Document Number: 05GA0A23Q0037 Page 6 of 38

• Easily transferable should a user leave or retire from the agency, or is no longer staffed to a relevant engagement as determined by GAO.

• Accessible from the account holder’s workstation at GAO headquarters, a GAO field office, or alternate work site if the account holder is teleworking or working remotely (not in a GAO facility).

• Data that is accessible via a single product interface.

• Add-ons that are compatible with GAO’s VDI server and cloud-based environment.

• Ability to download data to Excel.

• Data and information accompanied by white papers or other documentation showing the sources and origin of the indexed database content.

• Upon request to the vendor, disclosure of any known data limitations, including reliability and accuracy for documentation purposes.

• Documented understanding that data and information resulting from this contract will be included, with proper acknowledgement, in GAO audit documentation, GAO reports and testimony. All data used to support GAO engagements will be saved in GAO’s records repository and managed in accordance with GAO’s records retention schedule.

• Documented understanding that the GAO shall have the ability to retain downloaded files and data and save them in the agency’s content management system for auditing file retention purposes for five to seven years.

A.1.b. Optional Product Access and Usage Specifications

• The database may offer terminal accounts. Single user accounts may be assigned as terminal accounts instead of single user accounts. If terminal accounts are offered, terminal accounts shall allow multiple users access to the single terminal location. Terminal accounts shall allow the GAO to add or remove any number of users at its discretion as needed.

A.1.c. Functional Requirements

• Additional database functionality shall include:

• No limitations on the number of searches performed in the database.

• No limitations on downloads of data sets.

• For statistical analysis purposes, data sets that are easily downloadable in multiple formats like Excel, comma or tab delimited, or other common electronic format.

• The ability for users to download data (such as historical economic, country, regional, vendor generated, and market) in a format suitable for analysis in Excel and other statistical software packages (e.g., SAS, Stata, R, etc.).

• The ability to complete data downloads from within the Microsoft Excel interface, via an Excel Add-On tool.

• Specifically, users shall be able to program a search strategy from within Excel. Excel will then call the data from the product to be downloaded into the open Excel workbook.

• The ability to create datasets using historical data across countries, regions, financial institutions, and other companies. An inventory of standard and customizable reports for individual corporations or groups of corporations.

• The ability for the user to use search parameters from an outside source and run them against database content —for example, run a list of stock tickers from NASDAQ listings against the database to retrieve additional corporate information.

• A search engine that allows for search strategies based on a single data element name, combinations of element names, industry data norms such as stock ticker symbol, CUSIP, NAICS code, GICs Code, etcetera, or via plain language with intuitive, context-driven, search term suggestions.

• For trace and verification purposes, the vendor’s product data shall be accessible by account holders and shared with non-users.

• For GAO trace and verification purposes, the product shall have point and click documentation leading the user from the data element to the source document showing primary data source information and other metadata for the indexed data sets.

• The vendor shall provide access to high quality analytical products, tools, editorial content, and subject matter expertise.

This content shall include research products that are timely and relevant to GAO’s areas of analysis such as reports that cover economic, legal, and regulatory developments in the banking, finance, and insurance industries.

• Upon request, the vendor shall facilitate interactions between GAO staff and the vendor’s experts and contributors to the vendor’s research products.

A.2. Specific Tasks and Components The online product shall provide access to comprehensive economic and financial time-series data with breadth and depth across global asset classes including but not limited to, equities, bonds (including emerging market and sovereign debt), municipals, commodities and other financial vehicles such as options, convertibles, warrants, mortgage-backed securities and structured products.

Worldwide coverage shall also include funds and trusts, interest and exchange rates, money markets, credit default swaps, indices and market statistics.

Document Number: 05GA0A23Q0037 Page 7 of 38

The product shall also provide access to high quality analytical, editorial, and primary source content and proprietary research relevant to GAO’s work as described in Section 1 and elsewhere in this document.

For all of the above data elements, companies and securities data shall, be searchable by industry classification standards (such as, NAICS and/or SIC and/or GICS) such that the user can find and identify various groups of financial or other institutions (such as, banks, insurance companies, etc.).

• The product shall contain contemporary credit ratings and detailed debt structure information (including commercial paper, deposits, rep/fed funds, senior unsecured debt, and subordinated debt) for U.S. and international financial institutions.

• The product shall contain reliable current and at least 10-years of historical data in the following areas along with documentation on sources of each data element:

• Key interest rates and spreads, such as LIBOR, Overnight, Index Swap (OIS) rates

• Repo data (such as, interest rate indices, collateral and dealer or third-party broker quotes)

• Global, national, and regional corporate bond index prices, yields, and returns

• Global, national and regional stock index prices, yields, and returns

• Global detailed security-specific information for equity and debt securities, including corporate bond spreads.

• Detailed U.S. Treasury prices, yields, and auction statistics

• Detailed commercial paper interest rates

• Detailed derivatives data (for example, sovereign credit default swaps, equity options, swaps, and futures)

• Key national economic indicators (for example, national accounts, inflation, trade, professional surveys, etc.)

• Detailed inflation expectations data

• Detailed international trade data (by country, month, and commodity)

• Detailed securitization data (MBS, ABS, and CDO spreads, issuance, and indices; both historical and current prepayment rates, such as CPR and PSA)

• Detailed housing and mortgage-related data (for example, housing prices, mortgage originations, mortgage rates and spreads, yields on Fannie and Freddie bonds, foreclosures and delinquencies)

• Detailed municipal bond data (for example, issue and issuer characteristics such as bid-ask spreads, size, maturity) including from proprietary commercially available sources such as The Bond Buyer

• Detailed commodity data which shall include data on futures contracts for multiple commodities, such as cattle and other livestock

• Comprehensive exchange rate data

• The product shall contain data on the composition of a Company’s Board of Directors and Executive Management, including demographics and tenure. The system should have functionality to pull such data across multiple companies at once.

• The product shall contain data tracking the supply chains of public and/or private companies across industry groups.

• The product shall contain prices of petroleum and petroleum-related products (for example., ethanol, renewable fuels/

RINs).

• The product shall contain data and disclosures related to environmental, social, and governance (often known as ESG) information.

• The product shall contain bankruptcy filings and characteristics of filers (such as industry codes).

• The product shall track international and domestic merger and acquisition activity which would show announced and settled transactions.

• The product shall contain transcripts of earnings conference calls, and other records of official happenings in business both on a domestic and international scale.

• The product shall contain, reliable current and at least 15-years of historical data for the following data elements, as well as documentation on data sources for each element:

• Quarterly SEC income statement and balance sheet financials and derived ratios (total assets, leverage, return on equity, and analytical measures of risk derived from balance sheet data)

• Data collected from SEC Form 13-F - Reports Filed by Institutional Investment Managers (https://www.sec.gov/fast-answers/answers-form13fhtm.html). The system should provide shareholder ownership data collected from SEC Form 13- F. The system should also be able to show some of the largest shareholders for publicly traded companies.

• Daily U.S. and international equity prices and equity-derived information (ticker, market capitalization, price earnings ratios, market-book value, volatility measures)

• Daily U.S. and international bond yields and bond-derived information, for both outstanding and matured bonds (unique identifier such as CUSIP, bid-ask spread, time to maturity, multiple technical measures of bond spreads—including explanations of how spreads are calculated) and bond characteristics (issue size, floating vs. fixed rate, embedded options, etc.)

• Daily U.S. and international CDS prices and liquidity indicators (bid-ask spreads)

B. Customer and Technical Service Support

Document Number: 05GA0A23Q0037 Page 8 of 38

• Customer support shall be available to answer content, searching, and pricing questions during the hours of 9am to 7pm ET, Monday through Friday.

• Technical support shall be available to troubleshoot technical problems with accessing the platform or downloading data during the hours of 6am to midnight ET, Monday through Friday.

• The vendor shall provide access to user manuals, definitions of data fields and value codes, and documentation of assumptions and information sources underlying products.

• Other services shall include:

• Customer usage statistics on a monthly basis for the purpose of product usage analysis

• Software configuration troubleshooting in-person or via telephone at initial service set-up and technical support available as needed throughout the period of performance

• Any and all upgrades, updates, patches, bug fixes, new releases, or enhancements to the product, which the vendor does not elect to separately price or market and which are made available to licensor’s general client base

• On-site user training, in person or via webinar when requested

• Materials to assist users such as user guides and other documentation supplied within 15 days of contract award and throughout the period of performance as needed

Section 4. Deliverables In addition to the data recipients, the deliverables shall be sent to the Contracting Officer Representative (COR), the Contracting Officer (CO), and the Contract Specialist (CS). The CO and CS will not need the user accounts, but will need to ensure all deliverables are met in a timely manner.

Description Frequency Format Date Completed Provide access to software and/or provide user IDs and passwords

As requested 10 accounts Within 10 days after contract award upon request

Provide initial account start up support

As requested In-person or telephone/video conference

Within 7 days after contract award and upon request

Provide initial start-up and user training

As requested In-person, telephone, or online consultation as needed

Start within 10 days after contract award and then throughout the period of performance

Provide user training As requested In-person, telephone, or online consultation as needed

Within 15 days after contract award, and as needed

Provider product documentation As requested Paper or pdf copies Within 15 days after contract award, and as needed

Provide technical and customer support as needed

See Section B. In-person, telephone, or online From date of award through end of period of performance

2 Government Primary Roles and Responsibilities

For the purposes of monitoring and technical direction, the GAO points of contact for this contract are:

Technical Contact and/or Contracting Officer's Representative (COR):

Not Specified Contracting Officer's Representative (COR) U.S Government Accountability Office 441 G. Street, N.W. Washington, DC 20548 Phone: Not Specified E-Mail: Not Specified

Contractual Contact:

Cedric Mitchener Contracting Officer (CO) U.S Government Accountability Office Acquisition Management: Procurement Operation

Document Number: 05GA0A23Q0037 Page 9 of 38

441 G. Street, N.W. Washington, DC 20548 Phone: 202.512.7258 E-Mail: mitchenerc@gao.gov

Traenesha Jones Contract Specialist (CS) U.S Government Accountability Office Acquisition Management: Procurement Operation 441 G. Street, N.W. Washington, DC 20548 Phone: 202.512.4554 E-Mail: jonest3@gao.gov

Section 2 - Contract Clauses

FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text can be accessed electronically at the following internet address:

http://www.acquisition.gov/far/.

FAR Clause 52.202-1 – Definitions.

52.203-17 – Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights.

52.204-19- Incorporation by Reference of Representations and Certifications 52.225- 25- Prohibition on Contracting with Entiteies Engaging in Certain Activities or Transactions Relating to Iran- Representation and Certifications 52.232-39- Unenforceability of Unauthorized Obligations 52.232-40- Providing Accelerated Payments to Small Business Subcontractors 52.233-3- Protest after Award 52.233-3- Alternate I 52.233-4 Applicable Law for Breach of Contract Claim 52.244-6 Subcontracts for Commercial Products and Commercial Services

GAO Contracting Officer's Representative

A COR will be designated at time of award. The individual will act as the Contracting Officer's liaison with the contractor.

The COR will be authorized to:

(a) approve delivery, billing, payment procedures and formats for management reports;

(b) approve technical adjustments not involving a change in the scope, terms, or conditions of this contract;

(c) obtain progress reports; and

(d) perform inspection of service. The COR does not have the authority to modify the contract or bind the Government in any way.

The GAO Contracting Officer is the only individual authorized to amend or alter the term of the contract.

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Dec 2022)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

Document Number: 05GA0A23Q0037 Page 10 of 38

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

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

(x) Electronic funds transfer (EFT) banking information.

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

(B) 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, 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), or applicable agency procedures.

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

Document Number: 05GA0A23Q0037 Page 11 of 38

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)

(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

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(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

Document Number: 05GA0A23Q0037 Page 13 of 38

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) 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:

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

(ii) 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.

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

(2) Paragraph (u)(1) 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.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (Dec 2022)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

Document Number: 05GA0A23Q0037 Page 14 of 38

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 products and commercial services:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) (31 U.S.C.

6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (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. (Nov 2021) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) (15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (13) [Reserved]

__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2022) (15 U.S.C. 637(d)(2) and (3)).

Document Number: 05GA0A23Q0037 Page 15 of 38

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2022) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2021) of 52.219-9.

__ (18)(i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Oct 2022) (15 U.S.C. 657s).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2022) (15 U.S.C. 657f).

__ (22)(i) 52.219-28, Post-Award Small Business Program Rerepresentation (Oct 2022) (15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Oct 2022) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Sep 2021) (15 U.S.C. 657s).

__ (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Dec 2022) (E.O. 13126).

__ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (30)(i) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

__ (31)(i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (July 2014) of 52.222-35.

__ (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (July 2014) of 52.222-36.

__ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

__ (35)(i) 52.222-50, Combating Trafficking in Persons (Nov 2021) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

Document Number: 05GA0A23Q0037 Page 16 of 38

__ (36) 52.222-54, Employment Eligibility Verification (May 2022). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c) (3)(A)(ii)). (Not applicable 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.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O.

13693).

__ (40)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

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

__ (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

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

__ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 8259b).

__ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

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

__ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (Jun 2016) (E.O. 13693).

__ (47)(i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (48)(i) 52.225-1, Buy American--Supplies (Oct 2022) (41 U.S.C. chapter 83).

__ (ii) Alternate I (Oct 2022) of 52.225-1.

__ (49)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Dec 2022) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 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 [Reserved].

__ (iii) Alternate II (Dec 2022) of 52.225-3.

__ (iv) Alternate III (Jan 2021) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (Dec 2022) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

Document Number: 05GA0A23Q0037 Page 17 of 38

__ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (55) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

__ (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov 2021) (41 U.S.C. 4505, 10 U.S.C.

3805).

__ (58) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332).

__ (59) 52.232-34, Payment by Electronic Funds Transfer--Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (60) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (62) 52.242-5, Payments to Small Business Subcontractors (Jan 2017)(15 U.S.C. 637(d)(13)).

__ (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) (46 U.S.C. 55305 and 10 U.S.C.

2631).

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

__ (iii) Alternate II (Nov 2021) 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 products and commercial services:

[Contracting Officer check as appropriate.]

X (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act…