CORHQ-26-Q-0019.pdf

SOLICITATION/AWARD

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. CONTACT INFORMATION 8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. N/A

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ RFP

Price only

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QTY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. N/A 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. FEDERAL DEPOSIT INSURANCE CORPORATION (SIGNATURE OF CO)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

FDIC 3700/55 (3-08)

10. SOCIO-ECONOMIC STATUS

NO

NAICS:

ETHNICITY:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. SUB-CONTRACTING

PERMITTED/APPROVED

YES

SDB

MWOB

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

YES NO

YES NO

27a. SOLICITATION INCLUDES ATTACHMENTS 27b. AWARD INCLUDES ATTACHMENTS

RFI RFP

Best Value

CORHQ-26-Q-0019

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QTY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

FDIC 3700/55 (3-08)

Section B - Supplies or Services and Prices/Costs

Attachments for this section start after this page.

Section B - Supplies or Services and Prices/Costs PAGE 3 OF 44

NONPUBLIC//FDIC BUSINESS#

Total Price $ -

Description

Time of Delivery:

Technical Point of Contact:

Company:

Phone:

Email Address:

The FDIC purchased a new switcher to match the existing equipment in the Bair Auditorium, the Hove Auditorium, and the Virtual Outreach Center. Due to the complexity of the setup and the operation of the new equipment, training is needed for FDIC employees to ensure proper configuration and utilization of the new equipment.

Section B - Supplies or Services and Prices/Costs PAGE 4 OF 44

NONPUBLIC//FDIC BUSINESS#

Line Item # Purchase Category Purchase Type Description Part # Period of Performance Serial # Qty List Price Discount Net Price Extended Net Price

1 SERVICES SUPPORT

3-Day On-Site Training for MVS Series Switchers

(Trainer’s T&E Extra)

NNTCMVS8000 60 DAYS NSN 1 $ - $ - $ - $ -

Total Price

Requirement Description: FDIC Bair AV Equipment Training

Price Schedule

Section B - Supplies or Services and Prices/Costs PAGE 5 OF 44

Section C - Description/Specifications/Work Statement

Attachments for this section start after the clauses.

Clauses Incorporated By Reference

Clause # Title Date

7.3.2-34 Duty to Deliver or Perform July 2008

Full Text Clauses

No full text clauses were found for this section.

Section C - Description/Specifications/Work Statement PAGE 6 OF 44

NONPUBLIC//FDIC BUSINESS

Statement of Work

Sony Switcher and Control Panel Training

1.0. BACKGROUND

In the FDIC Virginia Square location, the current AV Switcher is past its lifecycle and inadequate for the current operations of events in the Bair Auditorium. A new switcher was purchased and installed.

To match existing equipment in the Bair Auditorium, the Hove Auditorium, and the Virtual Outreach Center (VOC), it was determined that a Sony Switcher would be the best option. Due to the complexity of the setup and the operation of the new equipment, training is required to ensure proper configuration and utilization of the new equipment.

2.0. REQUIREMENTS

FDIC requires a three (3)-day in-person training at FDIC’s Virgina Square location provided by the contractor and delivered to FDIC audiovisual staff.

2.1. Scope of Work

The contractor will provide expert-level training to FDIC audiovisual staff on setup, configuration, and operation of the switcher and control panels for three (3) consecutive 8-hour days. The trainer will provide reference materials and learning aids. The contractor will provide all necessary management, supervision, personnel, supplies, materials and equipment (except for Government furnished items).

2.2. Task Requirements

2.2.1. Configure Switcher and Control Panels

• Set up switcher with computer and monitor,

• Adjust settings within the switcher to best operate under the working operations specified by the FDIC AV staff,

• Ensure all inputs and outputs are routable from source to multiple destination outputs and is configured to accept multiple source inputs in the correct formats.

2.2.2. Train FDIC Personnel on Operation

• Provide instruction to a small group of FDIC audiovisual personnel on the operations of the switcher and control panel(s) for multiple scenarios and room configurations.

Section C - Description/Specifications/Work Statement PAGE 7 OF 44

2.3. Deliverables

Table 1 – Deliverables

Deliverable Due Date

Specialized configuration of the new XVS-G1 Sony Switcher, ICP-X1116 Control Panel, and the ICP- X7000 Switcher (if available)

By the end of the three-day training

Switcher provides the ability to route video sources to multiple destinations and integrate graphic design elements into the production flow as designated by FDIC AV Staff

By the end of the three-day training

Provide instruction for FDIC staff on setup, configuration, and operations of the new equipment, including when the Bair auditorium is divided into half or quad modes.

By the end of the three-day training

Reference materials and learning aids. By the end of the three-day training

Progress report. By the end of the three-day training

3.0. GENERAL

3.1. Personnel.

Qualifications (Education & Experience): The trainer should have expert knowledge of the Sony Switcher and Control Panels, 10 years of experience operating as a technical director in a broadcast or event production setting, basic knowledge of networking, and be comfortable giving instruction in a small group environment. The contractor shall provide a resume to document that the trainer meets the desired qualifications.

3.2. Government-Furnished Property

Government-Furnished Property will include the switcher, control panel(s), computers, other audiovisual equipment, and all cabling and network connections needed.

3.3. Applicable Documents

The trainer shall furnish any non-government document(s) or references, including training manuals, equipment guides, etc., that may become necessary to perform the work.

3.4. Place of Delivery or Performance

Section C - Description/Specifications/Work Statement PAGE 8 OF 44

FDIC Virginia Square Campus, 3501 Fairfax Dr., Arlington, VA 22226

Training will take place at the Virginia Square location during normal business hours, 8 am-4 pm ET, for three (3) consecutive days with 30 mins of lunch break daily.

3.5. Security

The trainer will need to bring a valid U.S. Driver’s License or Passport for entry into the FDIC facility.

The trainer will be escorted at all times by FDIC personnel.

3.6. Travel

Travel and accommodations will not be provided by FDIC. The contractor shall provide a trainer located in the local area to avoid travel and accommodation cost.

4.0. NOTES

4.1. Definitions. (Specific to the SOW)

4.2. Acronyms. (Specific to the SOW)

4.3. FDIC Information – (See FDIC Clause 7.6.3-2 for definition of FDIC Information.)

N/A

Section C - Description/Specifications/Work Statement PAGE 9 OF 44

Section E - Inspection and Acceptance

No attachments were added for this section.

No reference clauses were found for this section.

7.6.4-01 - Inspection and Acceptance - July 2008

(a) All goods and services shall be subject to inspection and test by the FDIC Oversight Manager, to the extent practicable, at all times and places during the term of the award. All inspections by the FDIC shall be made in such a manner as not to unduly delay the work.

(b) The FDIC shall have 15 business days from the date of Contractor''s delivery to determine if such goods and services are in compliance with the requirements of the contract. If any services performed or goods delivered hereunder are not in conformity with the requirements of this Award, the FDIC shall have the right to require

Contractor to reperform the services or redeliver the goods in conformity with the requirements of the Award, at no additional increase in total contract amount. When the services to be performed are of such a nature that the defect cannot be corrected by reperformance of the services, the FDIC shall have the right to (1) require Contractor immediately to take all necessary steps to ensure future performance of the services in conformity with the requirements of the contract; and (2) reduce the contract price to reflect the reduced value of the services performed. In the event Contractor fails promptly to reperform the services or redeliver the goods, or to take necessary steps to ensure future performance of the services or delivery of the goods in conformity with the requirements of the Award, the FDIC shall have the right to either (1) by contract or otherwise, have the services performed or the goods delivered in conformity with the contract requirements and charge to Contractor any cost occasioned to the FDIC that is directly related to the performance of such services or the delivery of such goods; or

(2) terminate this Award for default as provided in 7.6.6-02, Termination for Default.

(c) Contractor shall provide and maintain an inspection system acceptable to the FDIC covering the goods or services to be delivered or performed hereunder. Records of all inspection work by Contractor shall be kept complete and available to the FDIC during the term of this Award and for such longer period as may be specified elsewhere in this Award.

Section E - Inspection and Acceptance PAGE 10 OF 44

Section F - Deliveries or Performance

7.3.1-10 - Place of Delivery or Performance - November 2025 The place of delivery or performance is:

FDIC Virginia Square Location

3501 Fairfax Drive, Arlington, VA 22201

7.3.1-11 - Deliverables - July 2008 The Contractor must provide all deliverables described in the statement of work.

7.3.1-12 - Period of Performance - July 2023 The period of performance begins on effective date and expires on 60 days after award.

Section F - Deliveries or Performance PAGE 11 OF 44

Section G - Contract Administration Data

7.3.2-41 - FDIC Personnel - July 2008

(a) FDIC Oversight Manager. The Oversight Manager is the person designated in writing by the Contracting

Officer to represent the FDIC for the purpose of monitoring technical performance and accepting goods or services.

The Oversight Manager is not authorized to issue any instructions or directions which effect any substantive change in this contract, including, but not limited to, an increase or decrease in the price of this contract, or a change in the delivery date(s) or Period of Performance. Specific areas of delegated authority are more particularly defined in the

Oversight Manager Appointment Memorandum. The Oversight Manager is Jill Gaffey who can be reached at jgaffey@fdic.gov.

(b) FDIC Contracting Officer. The Contracting Officer is the person with FDIC-delegated authority to enter into, modify, administer, and terminate contracts and orders. The Contracting Officer is Diamond Toles who can be reached at ditoles@fdic.gov.

7.5.13-01 - Method of Payment - Electronic Fund Transfer (EFT) - March 2014

(a) Payment methods. Payments by the FDIC may be made by check or electronic funds transfer (EFT), or by a third party in lieu of payment directly from the FDIC, at the option of the FDIC. If the FDIC makes payment by EFT, the FDIC may, at its option, also forward the associated payment information by electronic transfer. Any third party payments will be made by the FDIC''s commercial purchase card issuer. In the event Contractor certifies in writing to the payment office that Contractor does not have an account with a financial institution or an authorized payment agent, the FDIC would make payments by other than EFT.

(b) Contractor Payment Requests. If the FDIC elects for third party payments to be made, Contractor shall make payment requests through a charge to the FDIC purchase card with the third party, at the time and for the amount due in accordance with the terms of this contract. Contractor and the third party shall agree that payments due under this contract shall be made upon submittal of payment requests to the third party in accordance with the terms and conditions of an agreement between Contractor, the Contractor''s financial agent (if any), and the third party and its agents (if any). No payment shall be due the Contractor until such agreement is made. Payments made or due by the third party are not subject to the Prompt Payment Act or any implementation thereof in this contract. Documentation of each charge against the FDIC''s purchase card shall be provided to the Contracting

Officer upon request.

Contractor is required, as a condition to any payment, to maintain current information in the System for Award

Management (SAM) database. Any invoice submitted with incorrect EFT information shall be deemed not to be a

Section G - Contract Administration Data PAGE 12 OF 44 proper invoice as defined in the Prompt Payment Act clause herein.

7.5.13-12 - Schedule for Invoicing - July 2008 For Firm-Fixed-Price, Contractor must submit invoice upon completion of the service or delivery of the goods.

7.5.13-13 - Contents of Invoice - March 2014 Contractor''s invoices must include the following items in order to be processed for payment:

(a) Contractor name, address and phone number.

(b) Invoice date. (Contractors must date invoices as close as possible to the date of electronic transmission to

FDIC.)

(c) Invoice number.

(d) Contract Number (e.g., Contract Number, Task Order Number, Delivery Order Number, etc.)

(e) Line Item Number(s), as identified in the contract, and the amount invoiced for each Line Item Number.

(f) Allocation of all hours and expenses to Financial Institution Number (FIN) and Asset Name/Number, if applicable.

(g) Description, quantity, unit of measure, unit price, extended price of goods delivered or services performed.

(h) Total invoice amount.

(i) Payment terms (discount for prompt payment terms).

(j) Remittance address.

(k) Billing Point of Contact (e.g., name (where practicable), title, phone number, and mailing address of person to notify if there are questions regarding the invoice).

(l) Shipping information (e.g., shipment number, date of shipment, bill of lading number and weight of shipment.

Shipping charges, if any, must be shown as a separate item on the invoice).

(m) For time and material or labor hour awards, copies of time sheets in support of direct labor charges.

(n) If travel expenses are reimbursable under the award, Contractor must submit travel documentation, receipts and other proof of expenses as required by the FDIC Contractor Travel Reimbursement Guidelines.

(o) If subcontractor expenses are reimbursable under a labor-hour or time-and-material award, Contractor must:

(1) identify subcontractor expenses and costs separate from prime contractor expenses and costs on the invoice it submits to FDIC;

(2) submit with its invoice, as supporting documentation, a copy of its subcontractor''s invoice when seeking reimbursement of subcontractor expenses.

(p) Pass through costs - If expenses or costs are reimbursable under the terms of the award, a description of each shall be provided in the invoice along with the quantity, unit amount, and total amount. Also, if amounts are derived from application of any formula, calculation, percentage, etc., such application must be clearly evident in the supporting documentation provided with the invoice.

(q) The following certification statement, signed by an authorized company representative:

"This is to certify that the services set forth herein [goods described herein] were performed [delivered] during the period stated.

Contractor''s Authorized Representative Date"

(r) Any other information or supporting documentation required by the award.

If an invoice does not contain the above required information; contains errors; or exceeds the total compensation ceiling limit for this award, the invoice will be returned to Contractor and processing of the invoice for payment will

Section G - Contract Administration Data PAGE 13 OF 44 be delayed until the deficiency is corrected.

In addition, the FDIC requires Contractors to maintain current information in the System for Award Management

(SAM) database and complete the annual renewal process, in order to receive timely invoice payments. FDIC may reject any invoice received from Contractor where processing of the invoice cannot be completed because

Contractor has failed to maintain its registration, including electronic funds transfer (EFT) information, in the SAM database.

7.5.13-14 - Electronic Invoice Preparation and Submission (CORHQ Business Unit) -

November 2023 Contractor must follow the FDIC’s electronic invoice preparation and submission instructions stated below:

(a) Contractor must email electronic invoices to the FDIC’s Division of Finance/Accounts Payable (DOF/AP) at the following address: DOFAPInvoice@fdic.gov

(b) Contractor must only email their invoices to the above DOF/AP email address and not the Oversight Manager or

Contracting Officer. The FDIC will not accept hand-delivered invoices or invoices sent to any other address (i.e., FDIC street address or any other email addresses).

(c) Contractor must submit the electronic invoice as a single file document, in PDF or Excel (.xlsx) format. If the size of a single PDF/Excel file exceeds 30 MB, the invoice may either be submitted as two PDF/Excel files, with neither

PDF/Excel file exceeding 30 MB, or it may be submitted as a zip file that does not exceed 30 MB. If two PDF/Excel files are used, each email must clearly identify that the invoice has been separated into two PDF/Excel files to accommodate the size limitation. If a zip file is used, the individual files inside the zip file must be kept to a minimum and each must have a descriptive file name, such as "Invoice cover page", "Timesheets", etc.)

If submitting in Excel, the following applies:

(1) The Excel file must be formatted in a manner acceptable to the Contracting Officer. The first tab or worksheet

(“Sheet”) in the Excel workbook must be the invoice itself, and subsequent tabs may be used for supporting information and calculations;

(2) The entire workbook (all tabs) must be formatted for printing in portrait format using letter-size pages, unless the Contracting Officer allows for landscape format and/or legal-size pages for one or more specified tabs;

(3) The entire workbook must allow for searching, sorting, filtering, and other data viewing options by FDIC personnel. All formulas in cells must be visible to FDIC personnel;

(4) Any unit price or hourly rate must be an exact amount as rounded and displayed in the contract schedule or pricing attachment, and all calculations using the unit price or hourly rate must use that exact displayed amount.

The Contractor must not use a unit price or hourly rate on an invoice that differs from the amount displayed in the contract. For example, if a unit price or hourly rate is displayed as $135.15 in the contract, all calculations in the workbook must be based on $135.15 (with no decimals beyond the cent), and must not be based on a pre-rounded amount from elsewhere in the Contractor’s systems; and

(5) Any cell containing a calculation or formula using dollar amounts must be rounded to two decimal places (no decimals beyond the cent). This rounding guideline must be applied to both intermediate and final calculations.

(d) Contractor must not include more than one electronic invoice in the same email. (For example, if a Contractor

Section G - Contract Administration Data PAGE 14 OF 44 has four task orders, a separate email with a single invoice must be submitted for each of the four task orders.)

(e) Contractor must name the PDF/Excel file or zip file in the following format (with invoice date shown as year/month/date followed by a space and the invoice number):

Invoice date and invoice number (e.g., 2023-01-31 1067876)

(f) Contractor’s email subject line must include the words, “Contractor Invoice”, followed by a hyphen and the

Contract Number (or Task Order Number, or Delivery Order Number, as applicable), as shown in the example below:

"Contractor Invoice – CORHQ-23-C-0000"

(g) Task Assignments: For contracts and task orders containing provisions for Task Assignments, a separate invoice must be submitted via a separate email for each Task Assignment.

(h) The counting of days for Prompt Payment begins on the date the invoice is received in the inbox of the DOF/AP email address, until 4PM. Invoices received after 4PM will be counted as being received the following FDIC workday.

Section G - Contract Administration Data PAGE 15 OF 44

Section H - Special Contract Requirements

7.1.3-02 - Post-Government Employment Certification (Post-Award) - May 2009 Any former Federal Deposit Insurance Corporation (FDIC) or Resolution Trust Corporation (RTC) employee who the contractor intends to use in performance of work under the contract or its subcontracts must complete and submit the post-government employment certification found at FDIC website https://www.fdic.gov/buying/goods/acquisition/index.html. The certification must be submitted to the Contracting

Officer prior to the former employee commencing work under the contract. The FDIC Legal Division Ethics Unit will review the certification to determine compliance with the post-government employment restrictions. The former employee may be required to provide additional information as to their position and responsibilities while employed at FDIC or RTC and as a post-government employee working on the FDIC contract or subcontract.

7.3.2-43 - Key Personnel - January 2023

(a) The following key personnel are essential to the proper performance of Contractor''s duties under this contract:

Name Title

_____________________________ Trainer

(b) Contractor must make the above named key personnel available for performance under this contract as long as such persons are employed by Contractor or its related entities. All key personnel changes must be authorized in writing by the FDIC Contracting Officer prior to the new key personnel beginning work. Contractor must give a minimum of a 14-day advance written notice to the FDIC Contracting Officer of any proposed substitutions of key personnel. The notice must describe the reason for the proposed change and give the name of the proposed substitute individual with a description of their educational and professional background. A completed background investigation questionnaire is required for any key personnel that will work on-site and have unescorted access to

FDIC offices or facilities, have access to FDIC networks/systems, or have access to sensitive information. The determination of acceptability of proposed substitute personnel is in the sole discretion of the FDIC.

7.3.2-78 - Commercial Supplier Agreement Terms and Conditions - May 2025

1. Definitions:

A. “Commercial item” means any of the following: [Note: For purposes of this document, the term "commercial item" is interchangeable with the terms "commercially available”, "commercially available software”, "commercial component(s)", "commercial product(s)", and "commercial off-the-shelf (COTS)”.]

Section H - Special Contract Requirements PAGE 16 OF 44

(1) Any item, other than real property, that is of a type customarily used by the general public or by nongovernmental entities for purposes other than governmental purposes and that has been sold, leased, licensed to the general public; or has been offered for sale, lease, or license to the general public.

(2) Any item that evolved from an item described in paragraph (1) through advances in technology or performance and that is not yet available in the commercial marketplace, but will be available in the commercial marketplace in time to satisfy the delivery requirements under a government solicitation.

(3) Any item that would satisfy a criterion expressed in paragraphs (1) and (2) of this definition, but for (i) modifications of a type customarily available in the commercial marketplace; or (ii) modifications of a type not customarily available in the commercial marketplace made to meet Federal government requirements.

(4) Any combination of items meeting the requirements of paragraphs (1), (2), (3), or (5) of this definition that are of a type customarily combined and sold in combination to the general public.

(5) Installation services, maintenance services, repair services, training services, and other services if such services are procured for support of an item referred to in paragraph (1), (2), (3), or (4) of this definition, and if the source of such services--(i) offers such services to the general public and the Federal government contemporaneously and under similar terms and conditions; and (ii) offers to use the same work force for providing the Federal government with such services as the source uses for providing such services to the general public.

(6) Services of a type offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices for specific tasks performed under standard commercial terms and conditions. This does not include services sold based on hourly rates without an established catalog or market price for specific service performed.

(7) Any item, combination of items, or service referred to in paragraphs (1) through (6), notwithstanding the fact that the item, combination of items, or service is transferred between or among separate divisions, subsidiaries, or affiliates of a contractor.

(8) Any item determined by the procuring agency to have been developed exclusively at private expense and sold in substantial quantities, on a competitive basis, to multiple state and local governments.

B. “Commercial supplier agreements” means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of “commercial item” and intended to create a binding legal obligation on the end user, such as, but not exclusively, those used in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data. Such agreements may be referred to as Terms of Service (TOS), End User License Agreement (EULA) or another similar legal instrument or agreement and may be presented as a part of a proposal or quotation responding to a solicitation for contract or order. The term applies, regardless of the format or style of the document, whether in paper or electronic form.

2. Applicability. The following terms and conditions apply to any commercial supplier agreement as defined in this clause. These terms take precedence and supersede any conflicting or contrary terms in a contractor, subcontractor or associated third party Commercial license agreement. When any supply or service acquired under this contract is subject to a commercial supplier agreement, the terms of this clause shall be deemed incorporated

Section H - Special Contract Requirements PAGE 17 OF 44 into the commercial supplier agreement. In addition, the Commercial Supplier Agreement is a part of a contract between the commercial supplier and the FDIC for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders). For accepted terms under the commercial supplier agreement, the ordering activity FDIC may be bound as end user, but a

Government employee or person acting on behalf of the government in his or her personal capacity will not be bound. The commercial supplier or license agreement may be incorporated into an FDIC contract as modified by this clause. If a Commercial Supplier Agreement is not required for the goods and services performed by the contractor, all the terms listed below in this clause are not applicable to the contract.

3. Contract Formation. All terms intended to bind the FDIC must be included in static text form within the contract signed by the FDIC. Neither the FDIC nor any authorized end user shall be deemed to have agreed to any terms in the commercial supplier agreement or any terms of any associated third-party agreement by a click box or other comparable mechanism (e.g., “click-wrap” or "browse-wrap" agreements) and such purported execution does not bind the FDIC or an authorized end user and is null and void.

4. Authorization. By executing the Contract, Contractor represents that it is duly authorized to enter into the

Contract, including any amendments to the commercial supplier agreement as incorporated into the contract.

5. Venue. Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

6. Limitations on Actions. Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

7. Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, binding arbitration shall not be used unless specifically authorized by a FDIC guidance, and equitable or injunctive relief, including award of attorney fees, costs or interest, may be awarded against FDIC only when explicitly provided by statute (e.g. Prompt Payment Act). Any terms in the commercial supplier agreement requiring that disputes be submitted to arbitration or that claims the supplier has the right to injunctive relief, attorney fees, costs or interest is null and void and shall not be enforceable against the Government.

8. Updating Terms. After award the contractor may unilaterally revise terms if they are not material. A material change is defined as: (A) Terms that significantly change Government’s rights or obligations; and (B) Terms that increase Government prices; (C) Terms that decrease overall level of service; or (D) Terms that limit any other

Government right addressed elsewhere in this contract. For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification. Any terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

9. Representation. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. § 516 or FDIC under 12 U.S.C. §

1819, unless otherwise provided by Federal law.

10. Warranties and Disclaimers. FDIC will accept the contractor’s commercial warranty, but does not accept a

Section H - Special Contract Requirements PAGE 18 OF 44 disclaimer of the implied warranty that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. Additionally, FDIC does not accept a disclaimer of any warranties expressly provided for in the Contract.

11. Limitation of Liability. All limitations of liability accepted by FDIC shall only apply to claims based on contract and any limitations related to tort or other causes of action shall not apply and shall be null and void and unenforceable against the government. Notwithstanding anything to the contrary in the commercial supplier agreement, nothing in the contract or the commercial supplier agreement shall impair the U.S. Government''s right to recover for fraud or crimes arising out of or related to this Government contract under any federal fraud statute, including but not necessarily limited to the False Claims Act, 31 U.S.C. §§ 3729-3733.

12. Audit. Any audit requested by the contractor will be at the contractor’s or Licensor’s expense without reimbursement by the FDIC. Further, such audit may only be conducted if the auditor satisfies the FDIC’s security requirements for access to its facilities, systems and information.

13. Term and Termination. Neither the Contractor nor Licensor can unilaterally revoke, terminate or suspend an

Agreement or any associated rights granted to the FDIC. In the event of a dispute, the requirements specified in the Disputes paragraph of this document would apply.

14. Continued Performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the FDIC to be in breach of the agreement, it shall pursue its rights under the Disputes Clause of the contract or other applicable

Federal statute while continuing performance.

15. Confidentiality. If the agreement includes a confidentiality clause, it shall be amended to state that the

Government and Government employee’s obligations with regard to confidentiality are governed by statute, such as, but not exclusively, the Trade Secrets Act, 18 U.S.C. § 1905 and the Freedom of Information Act, 5 U.S.C. §

552. To the extent that the confidentiality language conflicts or in any way purports to alter the Government or

Government employee’s obligation with regard to confidentiality, such language shall be null and void and will not be enforceable against the Government.

16. Indemnification. Any language requiring the FDIC to indemnify a contractor or related third-party licensor is null and void and is unenforceable against the Government.

17. Automatic Renewal. Except as otherwise expressly agreed to by the FDIC, any provision of an Agreement requiring automatic renewal of the Agreement is unenforceable against the FDIC.

18. Integration. Any integration clause shall be amended to recognize the associated Contract and these terms and conditions as part of an “entire agreement.”

19. Disputes. If the supplier or licensor believes FDIC is in breach of the Agreements, it shall pursue its rights under the Disputes clause of the Contract and Federal laws and performance under the Contract shall continue pending resolution of the dispute.

20. Governing Law. This agreement shall be governed by Federal law. Any language purporting to subject the

U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where

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Federal law expressly provides for the application of such laws, is hereby deleted.

21. Assignment. Neither the Contract nor these Agreements, as amended, shall be assigned, nor may any rights or obligations be delegated, without FDIC’s prior approval, except as permitted pursuant to Clause 7.6.5-05, Assignment of Claims.

22. Payment. The FDIC Contract governs the purchase and payment of fees. Payment for awards made by the

FDIC in its corporate capacity are subject to the Prompt Payment Act. 31 USC §§ 3901-05.

23. Taxes. The FDIC is exempt from paying any City, County, State, and Federal taxes as provided by Tax

Exempt Certificate No. 53-0185558.

24. Force Majeure. Failure to perform this contract according to its terms is excusable and not an event of default if the failure to perform is caused by events beyond the control of Contractor, and through no fault or negligence of

Contractor.

7.5.1-02 - Protecting Sensitive Information - November 2025

(a) Sensitive Information Defined. Per FDIC Directive 1360.09, sensitive information is any information, the loss, misuse, or unauthorized access to or modification of which could adversely impact the interests of FDIC in carrying out its programs or the privacy to which individuals are entitled. It includes, but not exclusively, the following:

(1) Information that is exempt from disclosure under the Freedom of Information Act, such as trade secrets and commercial or financial information, information compiled for law enforcement purposes, personnel and medical files, and information contained in bank examination reports;

(2) Information under the control of FDIC contained in a Privacy Act system of record that is retrieved using an individual’s name or by other criteria that identifies an individual;

(3) Personally Identifiable Information (PII) about individuals maintained by FDIC that if released for unauthorized use may result in financial or personal damage to the individual to whom such information relates. Sensitive PII, a subset of PII, may be comprised of a single item of information (e.g., SSN) or a combination of two or more items

(e.g., full name along with, financial, medical, criminal, or employment information). Sensitive PII presents the highest risk of being misused for identity theft or fraud;

(4) Information about insurance assessments, resolution and receivership activities, as well as enforcement, legal, and contracting activities; and

(5) Information related to information technology specific to the FDIC that could be misused by malicious entities

(e.g., internal IP addresses, server names, firewall rules, encryption and authentication mechanisms, and network architecture pertaining to FDIC).

(b) Protecting Sensitive Information. Contractor, all Contractor Personnel, subcontractors and subcontractor personnel shall comply with FDIC Directive 1360.09, Protecting Information, and protect the confidentiality, integrity and availability of sensitive information, including PII, to which they have access. FDIC Directive 1360.09 is available at the FDIC website: https://www.fdic.gov/buying/goods/acquisition/index.html.

(c) Controlling Sensitive Information. All sensitive information, electronic and paper copy, remains the property of

FDIC. Sensitive information shall not be moved outside of FDIC premises or networks/systems unless this contract contains clause 7.4.2-02, Off-site Processing and Storing of FDIC Information.

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(d) Confidentiality Agreement. An authorized representative of the Contractor, its subcontractors and consultants, and all personnel (key personnel and non-key personnel) who will have access to FDIC facilities, networks and/or information systems, or sensitive information (whether in hardcopy or electronic form) must execute confidentiality agreements. FDIC Form 3700/46, Confidentiality Agreement (for Contractors/Subcontractors/Consultants) and

FDIC Form 3700/46A, Confidentiality Agreement (for Contractor/Subcontractor/Consultant Personnel) are posted on FDIC's external website (https://www.fdic.gov/buying/goods/acquisition/index.html) and are hereby incorporated by reference.

The 3700/46 forms must be signed by the Contractor, and each subcontractor or consultant and submitted at the time of award to the Contracting Officer, with the signed contract. Post-award, they must be submitted to the

Contracting Officer when a new subcontractor or consultant is being requested. For Basic Ordering Agreements

(BOAs), Receivership Basic Ordering Agreements (RBOAs), and Blanket Purchase Agreements (BPAs), it is acceptable for the 3700/46 forms to be executed by the Contractor, subcontractors and consultants at the

BOA/RBOA/BPA level, thereby being applicable to all task orders issued thereunder.

The 3700/46A forms executed by personnel must be submitted to FDIC no later than five (5) business days after starting performance and prior to receiving any sensitive information. The Contractor must submit the 3700/46A forms signed by key personnel to the Contracting Officer and those signed by non-key personnel to the Oversight

Manager. Key personnel and non-key personnel who are required to sign a confidentiality agreement, and do not sign, will not be permitted to perform work on the contract. It is acceptable for any key personnel or non-key personnel working on one or more task orders issued under a BOA/RBOA/BPA to sign and submit a single

3700/46A at the BOA/RBOA/BPA level, thereby being applicable to all task orders issued thereunder.

(e) Cybersecurity and Privacy Awareness Training. Any key personnel or non-key personnel with access to sensitive information must complete the Cybersecurity and Privacy Awareness Training in accordance with Clause

7.5.2-14 Training for Contractor Personnel.

(f) Subcontracts. Contractor must ensure this clause is included in all first–tier subcontracts and lower-tier levels of subcontracts to which the conditions and requirements described in this clause would apply.

7.5.1-03 - Access to FDIC Information Systems - November 2025

(a) The Contractor, all Contractor Personnel, subcontractors and subcontractor personnel granted access to FDIC’s network/systems must comply with these FDIC directives:

(1) Cybersecurity and Privacy Awareness Training. FDIC Directive 1360.16 Mandatory Cybersecurity and

Privacy Awareness Training, which requires the completion of Cybersecurity and Privacy Awareness Training in accordance with Clause 7.5.2-14 Training for Contractor Personnel.

(2) Acceptable Use of Information Technology Resources. FDIC Directive 1300.04 Information Technology

Acceptable Use, which outlines the permitted and prohibited uses of FDIC hardware, software, and information technology services.

(3) Access Control. FDIC Directive 1360.15 Access Control for Information Technology Resources, which governs the granting and revocation of access to information technology resources, including the initial approval, Section H - Special Contract Requirements PAGE 21 OF 44 continued review, and eventual termination of access. Contractor shall promptly notify Oversight Manager and

Contracting Officer when personnel join or leave the contract so access may be granted or revoked without delay.

(4) Reporting Privacy/Security Incidents. FDIC Directive 1360.12 Reporting Information Security Incidents, which requires reporting to FDIC’s Computer Security Incident Response Team (CSIRT) of all suspected or actual security or privacy incidents involving unauthorized access, misuse, tampering, bypassing security controls, alteration, disclosure or theft of information technology resources, data, and passwords.

(b) Subcontracts. Contractor must ensure this clause is included in all first-tier subcontracts and lower-tier levels of subcontracts to which the conditions and requirements described in this clause would apply.

(c) The FDIC directives identified in this clause are available on the FDIC website:

https://www.fdic.gov/buying/goods/acquisition/index.html

7.5.2-03 - Background Investigations - May 2025

a) Any contractor personnel or subcontractor personnel who:

• work on-site at and have unescorted access to FDIC offices or facilities,

• have access to FDIC networks/systems, or

• have access to sensitive information must undergo a background investigation, in accordance with FDIC Directive 1610.02. In addition, background investigations may be conducted on other Contractor Personnel and subcontractor personnel at the discretion of the FDIC. The extent of the background investigation conducted will be in direct relation to the risk level assigned either in clause 7.5.2-08, Risk Level Designation (Functional Responsibility) or in clause 7.5.2-10, Risk Level

Designation (Labor Category). FDIC Directive 1610.02 is available at the FDIC website:

https://www.fdic.gov/buying/goods/acquisition/index.html

b) Prior to obtaining an FDIC identification/access badge and commencing work under the contract, contractor personnel and subcontractor personnel subject to the background investigation requirement are required to undergo both a fingerprint and a credit check, and submit an IRS Tax Compliance Report. In addition, contractor personnel and subcontractor personnel may be subject to a Defense Counterintelligence and Security Agency

(DCSA) background investigation, based on the risk level assigned to the functional responsibilities or to the labor categories. No contractor personnel or subcontractor personnel subject to the background investigation requirement, including any new personnel added at any time during the term of the contract, shall be permitted to begin work until the fingerprint, IRS Tax Compliance Report, and the credit check processes have been completed, FDIC has rendered a favorable preliminary trust determination, and the paperwork for any further DCSA background investigations has been submitted.

c) FDIC’s Enterprise Workforce Solution (eWORKS) is a tool that automates the background investigation process for new applicants and contractors. Via eWORKS, the Contractor must provide the Oversight Manager with the following for all contractor personnel and subcontractor personnel subject to the background investigation requirement:

1) An executed Background Investigation Questionnaire for Contractor Personnel and Subcontractors (FDIC

1600/04);

2) An executed Notice and Authorization Pertaining to Consumer Reports (FDIC 1600/10); and

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3) A current (within the last 30 days) IRS Tax Compliance Report.

For reference, FDIC Forms 1600/04 and 1600/10 are available at the FDIC website:

https://www.fdic.gov/about/doing-business/acquisition/index.html

Contractor personnel and subcontractor personnel who meet the conditions in paragraph (a) above must obtain a copy of their IRS Tax Compliance Report by visiting the IRS webpage, creating an individual online account, and downloading the PDF document. FDIC will provide instructions on how to access the IRS webpage and obtain a

Tax Compliance Report, as well as how to submit the report in eWORKS.

Fingerprinting is required and must be completed at a GSA USAccess Shared Facility, which may include a FDIC

Regional Office, FDIC’s Virginia Square location, or FDIC’s main office in Washington, DC. Additionally, fingerprinting may be completed at a third party FBI approved fingerprint channeler.

In addition, where the assigned risk level of the contract mandates background investigations by the DCSA, the

Contractor must provide the Oversight Manager with the completed paperwork for contractor personnel and subcontractor personnel needed to initiate a DCSA background investigation. The Oversight Manager will notify the

Contractor of the method by which to submit the paperwork.

d) Contractor must comply with Homeland Security Presidential Directive-12 (HSPD-12) and Federal Information

Processing Standard Publication 201 (FIPS 201) entitled “Personal Identification Verification for Federal Employees and Contractors”. Contractor personnel and subcontractor personnel must present two forms of identification in original form prior to badge issuance; at least one document must be a valid State or federal government-issued picture ID. Acceptable forms of identification are listed in Form I-9, OMB No.1615-0047, “Employment Eligibility

Verification.” In addition, contractor personnel and subcontractor personnel must appear in person at least once before an FDIC official who is responsible for checking the identification documents. FDIC will not issue identification/access badges to contractor personnel and subcontractor personnel until proof-of-identity has been established.

e) Any contractor personnel or subcontractor personnel, whose background investigation reveals an adverse finding, may be excluded from working on the contract at the discretion of the Contracting Officer. Contractor is obligated to replace any personnel so excluded with personnel acceptable to FDIC. Replacement of personnel shall be made at no additional cost to the FDIC and without relieving Contractor of performance and delivery requirements of the contract.

f) All costs related to complying with the requirements of this clause will be borne by the Contractor.

g) Subcontracts. Contractor must include this clause in all its subcontracts to which the conditions and requirements described in this clause would apply. Contractor also must ensure this clause is included in all first-tier subcontracts and lower-tier levels of subcontracts to which the conditions and requirements described in this clause would apply.

7.5.2-04 - Contractor Submittal of Current Personnel - December 2017

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The Contractor is required to submit a current list of contractor and subcontractor personnel, including all key personnel, that are working under the award and for which a background investigation was required, in accordance with clause 7.5.2-03, Background Investigations.