23Q109 RFQ.pdf

RFQ#FHF-23-Q-0109

This is a combined synopsis/solicitation and request for quotes (RFQ) for commercial products or commercial services in accordance with the procedures of Federal Acquisition Regulation (FAR) part 12 - Acquisition of Commercial Items and FAR part 13 - Simplified Acquisition Procedures, with FAR part 12 taking precedence per FAR 13.500(b)’s reference to FAR 12.102(c). This announcement constitutes the only solicitation with quotes requested.

This requirement is considered unrestricted under NAICS code 541612 (Labor Relations Consulting Services) with no size standard; therefore, any qualified, responsible vendor may submit a quote.

Questions, Suggested Alternate Terms, and Answers Quoters are invited to submit any questions or suggested alternate terms (including changes to the solicitation, contract clauses, statement of assumptions, or other terms). FHFA will consider all input and attempt to balance the needs of all parties.

Questions or other suggested changes must be submitted by 2pm ET 8/21/23, by email to Natalie.Wallace@fhfa.gov. Questions, any written responses, or amendments will be posted at the Contract Opportunities webpage (please see https://sam.gov/content/opportunities for more information).

FAR References Any FAR clauses or provisions referenced may be obtained at www.acquisition.gov/far. Also, any reference to offeror or offer has the same meaning as quoter or quote for this solicitation.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2023-04, June 2, 2023.

Submission Instructions Quoters shall be registered in the System for Award Management as stated in FAR 52.204- 7(b)(1).

Therefore, FAR 52.204-7 and FAR 52.204-16 are hereby incorporated by reference into the solicitation.

A Quoter that is not actively registered in the System for Award Management at the time of quote submission will not have its quote considered and will not be eligible for award.

Each Quoter shall submit an electronic quotation (Volumes I and II in separate files) to Natalie.Wallace@fhfa.gov and Laura.Baker@fhfa.gov.

Each email quotation including attachments cannot exceed 50 MB because it may be rejected by FHFA’s server. If your entire quotation exceeds 50MB in size, please divide your quotation into appropriate smaller emails.

If a Quoter chooses to submit a quotation, the quote must remain valid for a minimum of 60 calendar days.

mailto:Natalie.Wallace@fhfa.gov https://sam.gov/content/opportunities http://www.acquisition.gov/far mailto:Natalie.Wallace@fhfa.gov mailto:Laura.Baker@fhfa.gov

Quotes are due no later than 3pm ET 8/30/23. Late submissions, modifications, and revisions will be managed in accordance with FAR 52.212-1(f).

FHFA’s Contracting Officer reserves the right to reject the quotation as non-compliant if the quotation takes exception to any of the terms of the RFQ, includes assumptions, or does not conform to the RFQ’s submission instructions.

All quotations must include a cover page addressing the following information:

1. RFQ Number

2. Quoter’s Name

3. Subcontractor Name(s), If Applicable

4. Quoter System for Award Management (SAM) Unique Entity Identifier (UEI)

5. Contact Name

6. Contact Email address

7. Contact telephone number

8. Complete business mailing address

9. The following statement “The Quoter takes no exception and completely accepts all the terms and conditions in the RFQ and subsequent amendments.”

Volume I: Technical Quotation The Quoter’s technical submission should demonstrate the firm’s capability to perform the work requirements outlined in the Attachment A. Volume I shall include separate sections within the volume outlining the following items:

Technical Capability The Technical Capability shall describe, in narrative form, the Quoter’s capability to fulfill the overall requirements of Attachment A, including experience providing similar services.

Personnel The Quoter shall propose a minimum of three investigators, that demonstrate the level and depth of professional expertise, certifications and experience necessary to successfully meet or exceed the requirements found in Attachment A’s requirements. At a minimum, the Quoter shall provide a brief narrative that discusses the most relevant experience of the proposed personnel.

For each designated personnel, the quotation shall include a resume not to exceed two pages.

At a minimum, the Quoter shall submit a matrix that identifies the investigator’s name, degree(s), certification(s), and years of relevant experience. Below is an example matrix template, but a Quoter may include additional information or format in whatever way the Quoter believes best communicates the information.

Name Years of Relevant Experience Education Certifications

Please ensure resumes clearly demonstrate the minimum requirements as stated in Attachment A.

Past Performance The Government will evaluate recent and relevant past performance of each Vendor as submitted in the Past Performance Information Retrieval System via Contractor Performance Assessment Reporting System.

Page Limitation. Excluding cover pages, the personnel matrix, and resumes, the technical quote (including all non-price factors and other attachments) is limited to 6 pages. The font and format should be of readable quality. Excessively small font may be rejected or not evaluated at the Contracting Officer’s discretion.

Quoters shall not include any price information in the technical quotation. For the overall technical quotation, a recitation or paraphrasing of the requirements already identified in the work requirements will not improve the quotation.

Volume II- Price Quotation Each Quoter shall submit a price quotation separate from the technical quotation (Volume I).

The price quotation shall include the following:

Completion of Attachment B, including any stated options. The labor categories and number of hours are solely for evaluation purposes and should neither be considered a minimum nor an expectation of actual requirements. The labor rate must include all costs associated with performance including all overhead, overtime, local travel, and any other costs not expressly identified as an Other Direct Cost (ODC). Costs for court reporter/transcription services shall be considered an ODC that will be billed on a cost-reimbursement basis. FHFA will evaluate the quoted prices for reasonableness. FHFA reserves the right to conduct a price realism analysis to assess whether the quoted rates are unrealistically low. Unrealistically low labor rates may be considered a negative attribute to the extent that they reflect a lack of technical understanding or a risk inherent in the proposed approach.

Page Limitation. There is no page limitation on the price quote submission.

Evaluation and Selection Process Since this award is made under the policies of FAR part 12 in conjunction with FAR part 13 procedures, the evaluation process is streamlined, and FHFA has considerable flexibility in its award decision. FHFA will evaluate the quotation considering positive attributes, negative attributes, and potential risk of the overall quotation.

During the evaluation process, FHFA may or may not conduct exchanges. If FHFA conducts exchanges, such exchanges may be with one, several, or all Quoters. Exchanges may vary based on FHFA’s need to understand or give Quoters an opportunity to improve their quotations, but all exchanges will be fair and equitable.

Only Quoters whose quotes receive an overall technical rating of acceptable or higher will be considered for award. Following an evaluation and, if necessary, tradeoff analysis, FHFA may make one or more than one award based on the quote(s) that is (are) evaluated to be the best value and determined responsible.

FHFA reserves the right to make an award based on other than the lowest quoted price.

Technical (Volume I) is more important than price (Volume II); however, the importance of price as a factor could become greater if competing quotations are evaluated as technically equal.

List of Attachments

Attachment A Work Requirements: Statement of Work, FAR Provisions, FHFA

Specialty Clauses Attachment B Price Quotation Worksheet

STATEMENT OF WORK (SOW) RFQ#FHF-23-Q-0109

FOR WORKPLACE INVESTIGATIONS Attachment A

1.0 BACKGROUND

The Federal Housing Finance Agency (FHFA or Agency) was created by the Housing and Economic Recovery Act of 2008 to regulate and supervise Fannie Mae, Freddie Mac, and the 11 Federal Home Loan Banks (FHLBs) (jointly, the "regulated entities"). These institutions play critical roles in supporting our nation's housing finance system. Fannie Mae and Freddie Mac (the "Enterprises") guarantee mortgage-backed securities (MBS) and hold mortgages and MBS for investment. The FHLBs working with the Office of Finance to lend money to banks and other financial institution members, generally using mortgages as collateral, and also invest in mortgage-related assets. Additional information about the FHFA and its mission can be found at http://www.fhfa.gov.

The Office of Human Resources Management (OHRM) is dedicated to collaborating in a client centric, data driven, and solutions focused way to achieve FHFA’s regulatory mission by proactively determining human capital needs to recruit and retain a preeminent workforce that is diverse, motivated, and committed to excellence. As part of its portfolio of services, OHRM provides Employee Relations services throughout FHFA. OHRM has identified the need to procure contractor services to conduct factual harassment, misconduct, or other prohibited activities investigations. The workplace investigative services will include conducting administrative investigations/inquiries and various other associated tasks.

2.0 SCOPE

FHFA requires a contractor to provide non-EEO investigative services for administrative workplace inquiries into allegations of misconduct or other prohibited activities on an as-needed basis. The contractor will conduct internal investigations and management inquiries, including conducting interviews, preparing witness statements, and reports of findings related to routine and complex workplace issues.

3.0 TASKS

i. FHFA will provide the Contractor with the preliminary inquiry details, and if needed, the contact information of the individual(s) alleging misconduct or harassment in order to gather facts pertaining to the issue.

ii. The Contractor shall develop and provide an investigation plan (IP) within 5 business days based on the preliminary information. The IP shall include, at a minimum, individuals to be interviewed, a question outline, and the timeframes for completion of the inquiry and issuance of report of findings and recommendations.

iii. FHFA shall provide feedback or approve the IP within 3 business days of receipt.

iv. The Contractor shall update the IP within 1 business day of feedback until the IP is approved, in writing.

v. Upon IP approval, the Contractor shall initiate the inquiry within 5 business days.

vi. The Contractor shall conduct interviews with identified parties utilizing a Contractor-provided court reporter in all interviews or prepare written statements from interview http://www.fhfa.gov/ notes to be signed by the interviewed parties. In the rare instance where parties are not available for an interview, the Contractor will provide the party with relevant questions and obtain sworn statements in a standard question and answer (Q&A) format as opposed to a summary of the statement(s). The interviews and Q&A should be based on the IP question outline, to include those questions that seek elaboration and clarification, and that clear up inconsistencies between evidence and/or witnesses' testimony in the record. Additionally, the Contractor shall follow up on leads received during interviews. For example, leads can be newly named parties that may develop based on previously acquired testimony and evidence.

vii. The Contractor will not share information about the testimony of parties with other individuals. However, in the Contractors’ judgement, if follow up questions are deemed necessary, the Contractor may reach out to the relevant employee to conduct follow up questioning. This is not to be interpreted as providing relevant employees the opportunity to complete a rebuttal statement.

During the investigation, if the Contractor is having any problems gathering evidence or obtaining witness cooperation, they should notify the Contracting Officer’s Representative (COR) or Technical Monitor (TM) immediately.

viii. Once the investigation is complete, the Contractor shall provide to the COR/TM a report of findings outlining any potential violations of law, regulation, guidance, or policy, along with recommendations for any appropriate corrective action within the timeframes agreed upon in the IP. The report will include a statement of the allegations investigated, the transcripts of the interviewed parties, relevant documents noted by source, and the Contractor’s summary of the findings. If there were any challenges (e.g., noncooperation from witnesses) that occurred during the inquiry, or if documents referred to in testimony are not included in the report, the Contractor should explain and inform the COR and TM of such developments prior to the final report and ensure notation in the investigative report.

ix. A sufficiency review of the investigative report will be conducted by FHFA within 15 business days of receipt.

x. The Contractor shall initiate edits/changes, that may include providing additional witness statements, to the report within 5 business days and will document all changes until the report is approved, in writing.

If the Contractor requires additional time to complete the edits/changes to include interviewing additional witness beyond the 5 business days, they should contact the requesting office immediately to request an extension and keep OHRM apprised (of the extension).

4.0 INVESTIGATOR’S EDUCATION/EXPERIENCE

The Investigator(s) shall possess the following minimum qualifications:

• Bachelor’s degree in human resources management, business, or related majors.

• 8+ years of professional experience conducting harassment or similar employee relations investigations.

The following qualifications are preferred:

• 15+ years of professional experience as an Employee Relations Specialist focused on investigations in public and private sectors.

• 5+ years of professional experience as a Labor Relations Specialist within the public sector.

• Extensive experience independently conducting administrative/management investigations/inquiries from start to finish, including developing investigative plans, conducting interviews and other fact finding.

• A wide range of HR concepts and case law such as: advanced employee relations laws, regulations, principles, concepts, and policy.

• Skill in investigative techniques sufficient to conduct interviews in highly emotionally charged situations.

• Substantive skill in communicating verbally to conduct investigations. Substantive skill in communicating in writing to document investigations.

• Expert level knowledge of a wide range of federal HR principles, concepts, laws, OPM guidance and regulations to document investigations.

5.0 CONTRACTOR EMPLOYEES

The Contractor employees shall not provide any services that are construed as personal services or perform any services defined as inherently governmental as identified in Federal Acquisition Regulation (FAR) 7.5. The Contractor is exclusively responsible for the supervision and management of their employee. However, FHFA will provide feedback on the quality of performance and deliverables as necessary.

The Contractor shall not employ any person who would create a conflict of interest with the United States Government during the performance of this task order. Additionally, all Contractor employees shall be legal residents of the United States.

The Government and Contractor understand and agree the services provided under this contract by the Contractor to the Government are non-personal services. The parties recognize that no employer-employee relationship exists or will exist under this contract. The Contractor contracts with the Government to furnish the specified services fully described herein and is accountable to the Government ONLY for furnishing such services, materials or work ordered.

For the purpose of this contract, the Contractor's employees shall not be subject to the supervision of a Federal office or employee while engaged in the performance of its duties.

Contract personnel shall sign non-disclosure agreements. All signed non-disclosure agreements shall be provided to the Contracting Officer prior to Contractor employees beginning performance.

The Contractor shall adhere to all privacy, record keeping, IT, security, and any other regulations that are in place for FHFA.

6.0 DELIVERABLES

Item Due Date

Initial Investigative Plan (IP) Within 5 business days of request Investigation Report of Findings As specified in each approved IP Edits to Report of Findings Within 5 business days of feedback Status Reports Weekly

7.0 GOVERNMENT-FURNISHED PROPERTY

The Contractor will be provided with access to FHFA office space as needed to perform work and access to FHFA’s IT network. All Government-furnished property (GFP) shall be used solely in the performance of this award.

8.0 SECURITY

The Contractor shall provide company identification to the Government employee upon arrival at the FHFA office facility to perform services. The Contractor shall coordinate with the COR to gain access inside the FHFA facility, if necessary, for in-person interviews.

All Contractor personnel shall obtain the proper clearances required by FHFA. Contractor personnel shall present a neat appearance and be easily recognized.

FHFA is authorized to restrict the engagement of a Contractor employee or prospective Contractor employee who is identified as a potential threat to the health, safety, or security of the FHFA mission.

The Contractor shall maintain an unbroken chain of custody of FHFA's documents while any such documents are in Contractor’s custody. Contractor shall follow the COR or Technical Monitor’s direction with respect to the return or destruction of documents in Contractor’s custody.

The Contractor shall use the FHFA-established electronic platforms to access, create, and edit any documents related to the inquiry.

9.0 PLACE OF PERFORMANCE

The majority of the work shall be completed at the Contractor’s location. However, when necessary, work may be performed at FHFA's headquarters located at Constitution Center, 400 7th Street SW, Washington, DC 20219.

10.0 HOURS OF OPERATION

The Contractor will be required to perform services on a periodic basis, between the hours of 8:00 am to 6:30 pm, Monday through Friday (except for weekends and Federal Holidays). However, no overtime is authorized for this award.

11.0 PERIOD OF PERFORMANCE

The period of performance for this contract is for one year from the date of award, with four option periods.

12.0 TRAVEL

Local travel expenses are not authorized.

13.0 CONTRACT TYPE

Investigative services will be billed on a labor-hour basis using fully-loaded labor rates. Court reporting services will be billed on a cost-reimbursement basis as an Other Direct Cost.

FEDERAL ACQUISITION REGULATION PROVISIONS

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

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): www.acquisition.gov.

(End of Provision)

PROVISION TITLE DATE

52.204-7 System for Award Management OCT 2018 52.204-16 Commercial and Government Entity Code Reporting AUG 2020 52.212-1 Instructions to Offerors – Commercial Items NOV 2021

(End of Table)

FEDERAL ACQUISITION REGULATION CLAUSES

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/far/

(End of Clause)

CLAUSE TITLE DATE

52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.203-17 Contractor Employee Whistleblower Rights and Requirement to

Inform Employees of Whistleblower Rights

JUN 2020

(End of Table)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (DEC 2022) - FHFA DEVIATION (see paragraphs (d) and (s))

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

(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.

(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) RESERVED – Refer to FHFA clause 6.202 Disputes (April 2013).

(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.

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(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.

(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 at 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:

(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.

(s) Order of precedence. Refer to FHFA clause 6.212a Order of Precedence – FHFA Contracts (JAN 2022) for additional details regarding any potential inconsistencies between FHFA clauses and FAR clauses.

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.

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(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 Use 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 (JUN 2023)

(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)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed https://www.acquisition.gov/far/part-52#FAR_52_203_19 https://www.acquisition.gov/far/part-52#FAR_52_204_23 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) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) ( 31 U.S.C. 3553).

(7) 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:

X (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.)

X (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).

X (8) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

X (9) 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).

X (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C. 657a).

__ (13) 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).

__ (14) [Reserved] __ (15) (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.

__(16) (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.

https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.acquisition.gov/far/part-52#FAR_52_209_10 https://www.acquisition.gov/far/part-52#FAR_52_232_40 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.acquisition.gov/far/part-52#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4655 https://www.acquisition.gov/far/part-52#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_15 https://www.acquisition.gov/far/part-52#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_204_14 https://www.acquisition.gov/far/part-52#FAR_52_204_15 https://www.acquisition.gov/far/part-52#FAR_52_204_27 https://www.acquisition.gov/far/part-52#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_219_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_6 https://www.acquisition.gov/far/part-52#FAR_52_219_7 https://www.acquisition.gov/far/part-52#FAR_52_219_7

X (17) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

__ (18) (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.

__ (19) (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.

__ (20) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) ( 15 U.S.C. 657f).

X (23) (i) 52.219-28, Post Award Small Business Program Rerepresentation (MAR 2023) (15 U.S.C. 632(a)(2)).

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

__ (24) 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)).

__ (25) 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)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

X (28) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

__ (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (DEC 2022) (E.O.13126).

X (30) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

X (31) (i) 52.222-26, Equal Opportunity (SEP 2016) (E.O.11246).

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

X (32) (i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

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

X (33) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020)

( 29 U.S.C. 793).

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

X (34) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

X (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (36) (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).

_X_ (37) 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.)

__ (38) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– https://www.acquisition.gov/far/part-52#FAR_52_219_8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_9 https://www.acquisition.gov/far/part-52#FAR_52_219_9 https://www.acquisition.gov/far/part-52#FAR_52_219_9 https://www.acquisition.gov/far/part-52#FAR_52_219_9 https://www.acquisition.gov/far/part-52#FAR_52_219_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_13 https://www.acquisition.gov/far/part-52#FAR_52_219_14 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_16 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_27 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_28 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_28 https://www.acquisition.gov/far/part-52#FAR_52_219_29 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_30 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_219_32 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.acquisition.gov/far/part-52#FAR_52_219_33 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm https://www.acquisition.gov/far/part-52#FAR_52_222_3 https://www.acquisition.gov/far/part-52#FAR_52_222_19 https://www.acquisition.gov/far/part-52#FAR_52_222_21 https://www.acquisition.gov/far/part-52#FAR_52_222_26 https://www.acquisition.gov/far/part-52#FAR_52_222_26 https://www.acquisition.gov/far/part-52#FAR_52_222_35 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_222_35 https://www.acquisition.gov/far/part-52#FAR_52_222_36 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section793&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_222_36 https://www.acquisition.gov/far/part-52#FAR_52_222_37 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_222_40 https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_54 https://www.acquisition.gov/far/part-22#FAR_22_1803 https://www.acquisition.gov/far/part-52#FAR_52_223_9

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.)

__ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (41) (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.

__ (42) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

__ (43) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

__ (44) (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.

X (45) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

__ (46) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (47) 52.223-21, Foams (JUN 2016) (E.O. 13693).

__ (48) (i) 52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a).

_X_ (ii) Alternate I (JAN 2017) of 52.224-3.

__ (49) (i) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 83).

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

__ (50) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade…