Atch1_CFP-15-Q-00070_TrackChanges.pdf

Request for Proposal CFP-15-Q-00070 House Price Index Data Subscription

CONSUMER FINANCIAL PROTECTION BUREAU

WASHINGTON, DC 20552

Date: July 29, 2015

To: Interested Offerors

Subject: Request for Proposal (RFP) CFP-15-Q-00070, House Price Index Data

Subscription

Dear Contractor:

The purpose of this Request for Proposal (RFP) is to acquire a subscription for House Price Index Data for the Consumer Financial Protection Bureau (CFPB or the Bureau). In accordance with the guidelines discussed below, CFPB requests that you provide a proposal in response to this RFP.

The CFPB hereby issues a combined synopsis/solicitation for commercial items issued on FedBizOpps (FBO) using the policies contained in FAR Subpart 12 - Acquisition of Commercial Items to obtain a data subscription as required by the attached Statement of Work. Based upon its evaluation of proposals received in response to this RFP, the CFPB intends to issue a single contract, but reserves the right to make multiple awards or none. The CFPB will award a contract to the Offeror offering the best value in proposing to satisfy Bureau needs. The NAICs code for this procurement is 518210, Data Processing, Hosting and Related Services. Detailed instructions for preparing and submitting a proposal are contained in the RFP, along with the criteria to be used by CFPB in evaluating proposals.

Questions concerning this RFP must be received by email to denise.henderson@cfpb.gov, Contract Specialist, and Contracting Officer, tara.jamison@cfpb.gov no later than 12:00 p.m.

Eastern Daylight Time (EDT) on August 5, 2015. The CFPB reserves the right to not answer questions received after that time.

All proposals responding to this RFP must be submitted via e-mail to denise.henderson@cfpb.gov and Tara.Jamison@cfpb.gov by no later than 3:00 p.m. Eastern Daylight Time (EDT) on August 17, 2015.

CFPB greatly appreciates your attention to this requirement.

Sincerely, /Signed/ Tara M. Jamison Contracting Officer mailto:denise.henderson@cfpb.gov mailto:tara.jamison@cfpb.gov mailto:denise.henderson@cfpb.gov mailto:Tara.Jamison@cfpb.gov

Request for Proposal (RFP) No. CFP-15-Q-00070 – House Price Index Data Subscription

TABLE OF CONTENTS

SECTION I: STATEMENT OF WORK (SOW)

SECTION II: SCHEDULE OF SERVICES AND PRICES

SECTION III: TERMS AND CONDITIONS

SECTION IV: INSTRUCTIONS TO OFFERORS AND EVALUATION

ATTACHMENT 1: NON-DISCLOSURE AGREEMENT

SECTION ONE- STATEMENT OF WORK

CONSUMER FINANCIAL PROTECTION BUREAU

HOUSE PRICE INDEX DATA SUBSCRIPTION

1.0 BACKGROUND

The Consumer Financial Protection Bureau (CFPB or Bureau) is engaged in actively conducting research in support of the Bureau’s mission in regulation, supervision and enforcement to protect consumers. To better assist in those efforts, the Research, Market, and Regulation (RMR) Office seeks to obtain a set of house price indices that can provide richer geographic details, more comprehensive data coverage, and more frequent and timely updates of the series than what is currently available from public sources. The required data shall:

• Provide empirical resources for Congressionally-mandated analyses regarding the effect of the CFPB’s rulemakings on the markets for financial products.

• Enhance the Bureau’s ability to monitor the housing and mortgage market by identifying potential risks to consumers and identifying the localized hot spots and system risk.

• Support CFPB’s research agenda on mortgage markets and consumer behavior. For example, the data will contribute to the Office of Research’s (OR’s) research on the household balance sheet. The data will also allow the Bureau to mark the value of housing stock and mortgage loan-to-value ratio (LTV) to the current market level (mark-to-market) at appropriate corresponding geographic levels. This will in turn greatly enhance the Bureau’s research capacity for modeling mortgage borrowers’ default and prepayment behaviors.

2.0 SCOPE

The CFPB requires a contractor to provide online access and a subscription to historical and current house price indices data where the Bureau can obtain data on current and historical trends for single family home prices at various geographic levels and for different transaction types and tiers. A house price index (HPI) is a broad measurement of the price movement of certain types of residential properties. Typically, it is estimated over certain geographic areas over a historical time. It provides valuable information regarding the trend and volatility of house prices over that period. A reliable house price index can help users better understand the dynamics of housing markets, its past performance and recent market conditions. Paired with micro level housing transaction or mortgage data, it can also allow users to dynamically estimate the equity position of the homeowners. The HPI data will provide insight into the movement of house prices at various geographic levels that must be derived from reliable data sources and use a demonstrably reasonable methodology. The subscription shall provide all available (current and historical) data, methodology descriptions, and associated codebooks as they become available and according to the prescribed frequency. The subscription shall also provide access to additional data, research reports, and notes that reflect local housing market conditions that complement the HPI data provided to the Bureau and are made generally available as part of the subscription.

The contractor shall meet all requirements detailed below, which are categorized into three mandatory areas: Data Coverage, Data Quality, and Technical Support.

2.1 Data Coverage

2.1.1 Geographic Coverage Requirement. The data shall be available on at least five geographic levels: national, state, metropolitan statistical area, county, and zip code. The geographic coverage of the data shall be comprehensive and based on reliable data sources and a demonstrably sound methodology. The contactor must update the Bureau on its detailed geographic coverage and any changes when they occur.

2.1.2 Transaction Type Coverage and/or Pricing Tiers Requirement. The contractor shall provide indices over various transactional types or pricing tiers. For example, the contractor may separate indices over different price ranges/tiers or transactional types using reasonable designations. For example, distressed sales are distinct from sales at-arms-length and it is imperative that the contractor appropriately differentiate and account for the effects of distressed sales on its indices or maintain a set of separate indices for distress sales.

2.1.3 Data Frequency and Time Period. The data shall be made available from the year

1990 or earlier to the current year. Updated, current data must be available monthly.

2.2 Data Quality

The contractor shall ensure the transmission of high quality data. The contractor shall provide or make available to the Bureau its updated indices in a timely manner. The HPI data files must be in a readable format and contain uncorrupted data. The contractor shall provide the Bureau with its periodical data validation reports for the HPIs supplied.

2.3 Technical Support

The contractor shall provide technical support to answer queries within two business days after notification by the CFPB Contracting Officer Representative (COR) or designee. If data quality issues are encountered, the contractor must be available to remedy the issues and put in place an approach to avoiding future issues.

3.0 DELIVERABLES

Reference Deliverable Schedule

2.1 HPI Data Monthly

2.2 Validation Reports As Required by COR/Designee

2.2 Data Updates As Required by COR/Designee

2.3 Technical Support As Required by COR/Designee

4.0 PERIOD OF PERFORMANCE

The period of performance of this contract will be one (1) Base Period with four (4) one-year Option Periods as follows:

Term Period of Performance Base Period Date of Contract Award through 12 Months Thereafter

Option Period 1 Date of Option Exercise through 12 Months Thereafter Option Period 2 Date of Option Exercise through 12 Months Thereafter Option Period 3 Date of Option Exercise through 12 Months Thereafter Option Period 4 Date of Option Exercise through 12 Months Thereafter

5.0 PLACE OF PERFORMANCE

The work associated with the resultant contract will take place at the Contractor’s site.

SECTION TWO – SCHEDULE OF SUPPLIES, SERVICES, AND PRICES

1. PRICING

The contractor shall provide a firm fixed price for the scope defined in the SOW by filling in the Pricing Table below. The proposed total firm fixed price shall include all necessary labor, material, and other direct costs to meet the CFPB’s requirements.

PRICING TABLE

Period Item Description Price Base Period House Price Index Data Subscription $

Option Period 1 House Price Index Data Subscription $ Option Period 2 House Price Index Data Subscription $ Option Period 3 House Price Index Data Subscription $ Option Period 4 House Price Index Data Subscription $

Total Firm Fixed Price $

2. NAICS CODE AND SIZE INFORMATION

This competition is being conducted on an unrestricted, full and open basis; therefore, a NAICS Code and Size Standard have been assigned. The NAICS code assigned to this procurement is 518210 (Data Processing, Hosting, and Related Services). The corresponding small business size standard is $32.5 million in average annual receipts over the past three years. This means that if the average annual receipts for a prime contract offeror exceeds this amount, the offeror must certify itself as a “Large” business under this procurement.

SECTION THREE - TERMS AND CONDITIONS

1.0 AUTHORITY - CONTRACTING OFFICER

a. The Contracting Officer for this contract is:

TBD

Contracting Officer Consumer Financial Protection Bureau 1700 G Street, NW Washington, DC 20552 Phone Number:

Email:

b. The Contracting Officer, in accordance with Subpart 1.6 of the Federal Acquisition Regulation, is the only person authorized to make or approve any changes in any of the requirements of this contract, and notwithstanding any clauses contained elsewhere in this contract, the said authority remains solely with the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred as a result thereof.

2.0 CONTRACTING OFFICER RESPRESENTATIVE (COR) DESIGNATION AND

AUTHORITY

a. The contracting officer representative is:

TBD

Consumer Financial Protection Bureau 1700 G Street NW Washington, DC 20552 Phone Number:

Email:

b. Performance of work under this contract must be subject to the technical direction of the COR identified above, or a representative designated in writing. The term “technical direction “ includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

c. Technical direction must be within the scope of the specification(s)/work statement.

The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the specification(s);

(2) Constitutes a change as defined in the clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the contractor’s right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the contractor’s employees.

d. Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five workdays, with a copy to the contracting officer.

e. The contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the contractor, any direction of the COR, or his/her designee, falls within the limitations in (c), above, the contractor shall immediately notify the contracting officer no later than the beginning of the next Government work day.

f. Failure of the contractor and the contracting officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled “Disputes.”

3.0 CONTRACTOR CONTRACT MANAGER

a. The contractor's designated Contract Manager for this Task Order is:

Name: ________________________________ Office No: ___________________ Fax No: ________________

E-Mail Address: ____________________________________________

b. The contractor shall provide a Contract Manager for this task order who shall have the authority to make any no-cost technical, hiring and dismissal decisions for the contractor regarding this task order. The Contract Manager shall be responsible for the overall management and coordination of this task order and shall act as the central point of contact with the Government. The Contract Manager shall have full authority to act for the contractor in the performance of the required services. The Contract Manager, or a designated representative, shall meet with the COR to discuss problem areas as they occur. The Contract Manager or designated representative shall respond within four hours after notification of the existence of a problem. The Contract Manager shall be able to fluently read, write, and speak the English language.

4.0 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (APR 2015)

(a) Definitions. As used in this clause—

(1) “Payment request” means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), "Payment documentation and process" and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP).

Information regarding IPP is available on the Internet at www.ipp.gov.

Assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer’s written authorization with each payment request.

4.1 PAYMENT AND INVOICE QUESTIONS

For payment and invoice questions, go to https://www.ipp.gov or contact the Accounting Services Division at (304) 480-8000 option 7 or via email at AccountsPayable@fiscal.treasury.gov.

4.2 OVERPAYMENTS.

https://www.ipp.gov/

4.2.1 In accordance with FAR 52.212-4, section (i)5, overpayments: Accounts Receivable Conversion of Check Payments to EFT: If the Contractor sends the Government a check to remedy duplicate contract financing or an overpayment by the government, it will be converted into an electronic funds transfer (EFT). This means the Government will copy the check and use the account information on it to electronically debit the Contractor’s account for the amount of the check. The debit from the Contractor’s account will usually occur within twenty-four hours and will be shown on the regular account statement.

4.2.2 The Contractor will not receive the original check back. The Government will destroy the Contractor’s original check, but will keep a copy of it. If the EFT cannot be processed for technical reasons, the Contractor authorizes the Government to process the copy in place of the original check.

5.0 PUBLIC RELEASE OF CONTRACT (APR 2015)

CFPB is dedicated to transparency and plans to make the award document available to the public after award. If selected, the Contractor agrees to electronically submit to the CFPBprocurement@cfpb.gov mailbox, within ten business (10) days from the date the contract is awarded (exclusive of Saturdays, Sundays, and federal holidays), a .pdf file of the fully executed contract with all proposed necessary redactions, including redactions of any trade secrets or any commercial or financial information that it believes to be privileged or confidential business information, for the purpose of public disclosure at the sole discretion of CFPB. In the interest of transparency, only necessary redactions may be proposed. If the Contractor does not timely submit this contract deliverable, CFPB may construe such inaction to indicate that the Contractor has no objection to CFPB publicly disclosing such contract without redaction, and CFPB may do so without further notification to the Contractor. CFPB reserves the right to disclose any award document information that it deems appropriate in accordance with the law.

The Contractor further agrees to provide a detailed written statement specifying the basis for each of its proposed redactions, if any, including any applicable exemption under the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and, in the case of FOIA Exemption 4, 5 U.S.C. § 552(b)(4), shall demonstrate why the information is considered to be a trade secret or commercial or financial information that is privileged or confidential. Information provided by the Contractor in response to this contract requirement might be subject to disclosure under the FOIA. CFPB will carefully consider all proposed redactions and associated grounds for nondisclosure prior to making a final determination as to what information in the contract may be properly withheld.

6.0 FAR 52.217-9 OPTION TO EXTEND TERM OF THE CONTRACT (MAR 2000)

a. The Government may extend the term of this contract by written notice to the Contractor within five (5) days of the expiration of the initial term; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least ten (10) days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

c. The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

7.0 INSPECTION OF BOOKS & RECORDS (APR 2015)

7.1 This clause is applicable to any contractual vehicle, regardless of the amount or the manner into which it was entered.

7.2 The Contractor agrees that the Consumer Financial Protection Bureau (including its authorized representative and/or its Office of Inspector General) (collectively, "CFPB") shall, until expiration of three (3) years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to this Contract. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the CFPB shall have the same rights to the subcontractor books, documents, papers and records as specified above.

7.3 The periods of access and examination described above, for records which relate to (1) litigation or the settlement of claims arising out of the performance of this Contract, or (2) costs and expenses of this Contract as to which exception has been taken by the CFPB, shall continue until such litigation, claims, or exceptions have been disposed of, and CFPB has specified in writing that exception is no longer being taken.

7.4 CFPB'S Office of the Inspector General (OIG)

16.4.1 This clause is applicable to any Contract regardless of the amount or the manner into which it was entered.

7.4.2 For the avoidance of doubt, nothing in this Contract shall limit the OIG's authority under the Inspector General Act to examine the Contractor's books, documents, papers, etc.

7.4.3 The Contractor and any subcontractor shall make notification (including posting notices in each of their respective facilities) to all Contractor and subcontractor employees working on this Contract of the OIG’s hot line telephone number, 1-800-827-3340, and to report any suspected "waste, fraud, or abuse" transactions related to the performance of this Contract.

8.0 FAR 52.232-39, UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS

(JUN 2013)

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

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

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

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

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

9.0 RECORDS MANAGEMENT (APR 2015)

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S.

Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

3. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

4. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6. The Government Agency owns the rights to all data/records produced as part of this contract.

7. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

8. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

9. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation.

Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

10. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

10.0 ORGANIZATIONAL CONFLICT OF INTEREST

Contractor and subcontractor personnel performing work under the contract may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.), or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual, potential or apparent OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer and in the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may effect other remedies as he or she deems necessary, including prohibiting the contractor from participation in subsequent contracted requirements which may be affected by the OCI.

11.0 CONTRACT TYPE

This is a Firm Fixed Price Contract.

12.0 FAR 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): http://farsite.hill.af.mil or http://www.arnet.gov/far. (End of clause) http://farsite.hill.af.mil/ http://www.arnet.gov/far

FAR 52.227-14, Rights in Data – General (May 2014) FAR 52.232-1, Payments (Apr 1984)

13.0 CONTRACTOR PUBLICITY (MAY 2015)

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer to the equipment or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer.

Should any reference to such equipment or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government may institute all remedies available under applicable law. Further, any violation of this provision may be considered during the evaluation of past performance in future acquisitions.

14.0 AGENCY-LEVEL PROTEST CLAUSE (APR 2015)

In the spirit of transparency and accountability and in accordance with FAR Subpart 33.103, the Contracting Officer (CO) will receive and review all agency protests. Prior to an agency protest submission, all parties shall use their best efforts to resolve concerns raised by an interested party at the CO level through open and frank discussions. If such concerns are not satisfactorily resolved by this means, an interested party may file a protest with the CO, triggering a formal review process. The CO shall carefully consider all protests to the Bureau, whether submitted before or after award, and, prior to issuance of a protest decision, shall seek legal advice.

Interested parties may request an independent review at a level above the CO as an appeal of the CO’s decision on a protest. The agency official who is to conduct the independent review is the Senior Procurement Executive (SPE), except in the event s/he has a conflict of interest, in which case an alternative independent reviewer will be utilized.

The Bureau is committed to independent, impartial, and swift resolution of agency-level protests.

The CO will make his/her best efforts to resolve agency protests within thirty-five (35) calendar days after the protest is filed. If an appeal is filed, the Bureau’s SPE shall make best efforts to resolve the appeal within fifteen (15) calendar days after the appeal is filed. The CFPB encourages open communication with prospective or unsuccessful bidders and encourages the agency-level process as a means to resolve protests.

Protests filed with the Bureau shall be concise and logically presented to facilitate review. To be considered valid, a Protestor must include the following information as part of its protest:

1. Name, address, and telephone numbers of the protesters

2. Identifying number of the solicitation or contract at issue

3. Detailed statement of the legal and factual grounds for the protest, to include a description of resulting prejudice to the protester

4. Copies of relevant documents

5. Request for a ruling by the CFPB

6. Statement as to the form of relief requested

7. All information establishing that the protester is an interested party for the purpose of filing a protest

8. All information establishing the timeliness of the protest

Protests alleging improprieties in a solicitation must be filed before solicitation opening or before the time set for receipt of initial proposals if the improprieties were apparent prior to those times.

If an alleged impropriety did not exist in the initial solicitation, but was later incorporated into the solicitation by an amendment, a protest based on that impropriety must be filed before the next closing time established for submitting proposals.

In all other cases, protests must be filed no later than ten (10) calendar days after the interested party knew or should have known the basis of protest, whichever is earlier. If the procurement was conducted on the basis of competitive proposals and the protester has requested a debriefing to which it is entitled, the protester must file no later than five (5) calendar days after the date on which the debriefing was held. An appeal of a CO protest decision must be filed within three (3) calendar days from receipt of the CO’s protest decision. An agency appellate review of the CO’s decision on the protest does not extend GAO’s timeliness requirements.

When a filing deadline falls on a weekend or Federal holiday, the filing deadline is extended to the next business day.

Documents received after close of business are considered filed as of the next day. Unless otherwise stated, the Bureau close of business is presumed to be 4:30 p.m., Eastern Time.

Use of agency-level protest resolution does not preclude an interested party from using the other protest resolution methods available by law. However, if a protest is filed with a forum outside of the Bureau subsequent to an agency-level protest filing or an appeal of an agency-level protest decision but before the agency-level process has concluded, the agency-level protest or appeal will be considered moot and will be dismissed.

15.0 FAR 52.212-4 Contract Terms and Conditions -- Commercial Items (May 2015)

(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.

(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 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, contract 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.

(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 contract number, if applicable;

(C) Affected contract 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 32.608-2 of the Federal Acquisition Regulation 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. 2409 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. 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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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.

https://www.acquisition.gov/

(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.

16.0 FAR 52.21-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS –

COMMERCIAL ITEMS (MAR 2015)

The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) Web site accessed through http://www.acquisition.gov . If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (p) of this provision.

(a) Definitions. As used in this provision--

“Economically disadvantaged women-owned small business (EDWOSB)…