CORHQ-24-Q-0338.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-24-Q-0338

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

CLIN # Description Quantity Unit Unit Price Total Price

0001 Case-Shiller Home Price Index Data

Solicitation Enterprise License

1 EA

Attachments for this section start after this page.

Section B - Supplies or Services and Prices/Costs PAGE 3 OF 64

Project Title: Case-Shiller

IC/Office

Price shall include Technical support/training/OM Assistance/Professional Hours Expected Contract Type: Firm Fixed Price Delivery Date 7/18/2024

Product Product Name ManufacturerBrand Name Only? Y/NQTY Unit Price Total Case-Shiller solicitation $ -

Base year 07/17/2024 - 07/16/2025 $ - Option Year 1 07/17/2025 - 07/16/2026 $ - Option Year 2 07/17/2026 - 07/16/2027 $ - Option Year 3 07/17/2027 - 07/16/2028 $ -

Total Products Cost $ -

Date Prepared:

Signature:

Section B - Supplies or Services and Prices/Costs PAGE 4 OF 64

Case-Shiller

Price shall include Technical support/training/OM Assistance/Professional Hours Firm Fixed Price

Section B - Supplies or Services and Prices/Costs PAGE 5 OF 64

Section C - Description/Specifications/Work Statement

Attachments for this section start after the clauses.

Clauses Incorporated By Reference

Clause # Title Date

No reference clauses were found for this section.

Full Text Clauses

7.3.2-34 - Duty to Deliver or Perform - July 2008 Contractor agrees to perform the services (the "Services") or provide the goods (the "Goods"), in accordance with the terms and conditions set forth herein and in any attachments to the contract.

Section C - Description/Specifications/Work Statement PAGE 6 OF 64

Section C Solicitation CORHQ-24-Q-0338

FDIC Statement of Work Case-Shiller Data

The FDIC Library is looking to subscribe to Case-Shiller data and tools to aid employees in their duties and support the FDIC’s mission to maintain stability and public confidence in the nation’s financial system. The resources provided will mostly serve users in the FDIC’s Division of Insurance and Research and the Division of Risk Management Supervision. Case-Shiller indexes employ the repeat-sales methodology developed by Karl Case and Robert Shiller. These indexes are market-specific and track historical residential house prices over time. They measure the total market, not just prices of homes purchased through conforming loans.

Subscription services to Case-Shiller shall include the following data to enhance FDIC’s ability to monitor residential house prices over time -

• Inform regular national and regional risk assessments,

• Monitor cryptocurrency markets and provide critical input for policy and rulemaking related to cryptocurrencies and their impact on the banking ecosystem,

• Support assessment of the effects of different rules relating to cryptocurrencies and banking,

• Contribute to the development and improvement of models for potential future banking crises.

This action is to contract for access to Case-Shiller data. The information products and services proposed shall be available to FDIC Employees, regardless of geographic location or organizational level.

Solutions are being solicited via the following Contract Line Item Numbers (CLINs):

CLIN 1: Case-Shiller data

Deliverables:

CLIN 1: Case-Shiller data Access to market-specific and tracking historical residential house prices over time indexes employing the repeat-sales methodology developed by Karl Case and Robert Shiller.

Annual pricing for an enterprise license with the ability to add seats on a pro-rated basis if necessary.

The Case-Shiller® Indexes:

• shall be a total market measure not based solely on conventional and conforming loans;

• shall be a value-weighted repeat-sales index;

• shall include market transactions (no appraisal bias);

• shall filter out non-arms length sales;

• shall down-weight pairs with long intervals between sales and reduce the influence of extreme price changes.

Section C - Description/Specifications/Work Statement PAGE 7 OF 64

Section C Solicitation CORHQ-24-Q-0338

The product shall also include scenarios enabling simulation of house prices under a range of economic conditions, including stress-testing and "what if" analysis.

In addition to the forecast dataset, clients may also access the comprehensive historical database.

Data Coverage shall include:

• Three price tiers and condominium data for states and metropolitan areas.

• Single-family aggregate index for:

o The United States o All census regions and divisions o All U.S. states o All U.S. metropolitan areas and divisions o More than 400 U.S. counties o More than 6,000 U.S. zip codes.

o

Currency of data.

• Historical index updates shall be released monthly.

• Forecasts and alternative scenarios may be updated monthly.

Each provider shall provide and include in their pricing proposal:

• Technical Support: Assist FDIC users as needed. Technical Support will resolve any operational/access issues within 24 hours of initial contact from the FDIC OM or Employee.

• Training: The Contractors will provide training on the services offered as requested by the FDIC Library. These trainings will be provided at no additional cost. This training can be on-demand via online access to training resources or ad hoc presentation by company representatives. This requirement does not include any certification training that the company normally charges for. Fee-based certifications can be purchased outside of this contract vehicle.

• OM Management Assistance: The Contractors will assist the OM in managing the FDIC User Accounts by adding or removing users at the FDIC Library’s request. The Contractors will also assist the OM by providing usage data if possible upon request.

• Professional Service Hours: A pool of hours for professional support of the tools being acquired under this contract.

Section C - Description/Specifications/Work Statement PAGE 8 OF 64

Section E - Inspection and Acceptance

No attachments were added 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 30 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 9 OF 64

Section F - Deliveries or Performance

7.3.1-09 - Delivery Schedule - July 2008 The goods must be delivered in accordance with the schedule outlined in Section B.

7.3.1-10 - Place of Delivery or Performance - November 2013 The place of delivery or performance is remote

7.3.1-12 - Period of Performance - July 2023 The period of performance begins on July 17, 2024 and expires on July 16, 2025.

If all option periods are exercised, the final expiration date is July 16, 2028.

See clause 7.5.5-01, Option Period.

Section F - Deliveries or Performance PAGE 10 OF 64

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 TBD.

(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 Alina Sadoveanu.

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 proper invoice as defined in the Prompt Payment Act clause herein.

Section G - Contract Administration Data PAGE 11 OF 64

7.5.13-06 - Compensation Ceiling - Contract or Task Order - July 2008 In no event will total FDIC compensation to Contractor, including any reimbursed costs and expenses, exceed the sum of ____TBD____________ Dollars ($__________) for the entire Period of Performance, including the initial period and all options, if any. Contractor must notify the Contracting Officer, in writing, when Contractor has incurred charges amounting to seventy-five percent (75%) of the ceiling amount for each performance period.

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"

Section G - Contract Administration Data PAGE 12 OF 64

(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 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

Section G - Contract Administration Data PAGE 13 OF 64 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 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 14 OF 64

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.

7.5.1-02 - Protecting Sensitive Information - February 2019

(a) Sensitive Information Defined. Per FDIC Circular 1360.9, 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

Section H - Special Contract Requirements PAGE 15 OF 64 architecture pertaining to FDIC).

(b) Protecting Sensitive Information. Contractor, all Contractor Personnel, subcontractors and subcontractor personnel shall comply with FDIC Circular 1360.9, Protecting Sensitive Information, and protect the confidentiality, integrity and availability of sensitive information, including PII, to which they have access. FDIC Circular 1360.9 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.

(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 included as attachments to this contract. 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) Information Security and Privacy Awareness Training. Any key personnel or non-key personnel with access to sensitive information, who do not have access to the FDIC network and therefore are unable to take FDIC's on-line

Information Security and Privacy Awareness Training using FDIC's internal website, must access the training through FDIC's external website https://www.fdic.gov/buying/goods/acquisition/index.html (under the Miscellaneous section). Upon completion of the training, they must provide confirmation via email to the Oversight Manager. The email must contain the following:

• trainee’s name and phone number;

• contract number;

• name of the Contractor (and subcontractor or consultant, if applicable), and

• date the training was completed.

The training and email confirmation to the Oversight Manager must be accomplished prior to the individual's initial receipt of any sensitive information, and annually thereafter until contract performance is completed. The

Contractor must keep a record of when the training was accomplished, and provide it to FDIC upon request.

Failure to complete this training and provide email confirmations within the required timeframes may result in removal from the contract.

Section H - Special Contract Requirements PAGE 16 OF 64

(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.

7.5.2-08 - Risk Level Designation (Functional Responsibility) - November 2014

(a) All work to be performed by personnel of the Contractor or subcontractor(s) fall into one of the functional responsibilities described below:

Functional Responsibilities Risk Level

LOW

(b) Post-award background investigations are based on the risk levels assigned to the functional responsibilities.

(c) Personnel performing functional responsibilities designated at the HIGH risk level must be United States

Citizens. Personnel performing functional responsibilities designated at the MODERATE or LOW risk levels must be either United States Citizens or Lawful Permanent Residents of the United States.

(d) If an employee of the Contractor or subcontractor may perform more than one functional responsibility, and the assigned risk levels are not the same, the highest of the assigned risk level applies to the employee.

Section H - Special Contract Requirements PAGE 17 OF 64

Section I - Contract Clauses

7.0.1-02 - Clauses Incorporated by Reference - July 2023 This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. The full text of a contract clause is available in Module 7 of the document entitled Acquisition Procedures and Guidance Manual (APGM), which may be accessed electronically at the FDIC website:

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

7.1.2-01 - Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities - September 2020

(a) Definitions. As used in this clause—

“Covered article” means any hardware, software, or service that–

(1) Is developed or provided by a covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a covered entity.

“Covered entity” means–

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab;

(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

(4) Any entity of which Kaspersky Lab has a majority ownership.

(b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L.

115-91) prohibits Government use of any covered article. The Contractor is prohibited from—

(1) Providing any covered article that the FDIC will use; and

(2) Using any covered article in the development of data or deliverables first produced in the performance of the contract.

(c) Reporting requirement.

(1) In the event the Contractor identifies a covered article provided to the FDIC during contract performance, or the

Contractor is notified of such by a subcontractor at any tier or any other source, the Contractor shall report, in writing, to the Contracting Officer. For Basic Ordering Agreements (BOAs), Receivership BOAs (RBOAs) and

Blanket Purchase Agreements (BPAs), the Contractor shall report to the Contracting Officer for the

BOA/RBOA/BPA, and the Contracting Officer(s) for any affected order.

Section I - Contract Clauses PAGE 18 OF 64

(2) The Contractor shall report the following information pursuant to paragraph (c)(1) of this clause:

(i) Within 1 business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the report pursuant to paragraph (c)(1) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered article, any reasons that led to the use or submission of the covered article, and any additional efforts that will be incorporated to prevent future use or submission of covered articles.

(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts, including subcontracts for the acquisition of commercial items.

7.1.2-02 - Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment - April 2021

(a) Definitions. As used in this clause—

"Backhaul" means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

"Covered foreign country" means The People's Republic of China.

"Covered telecommunications equipment or services" means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua

Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the

Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

"Critical technology" means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International

Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export

Section I - Contract Clauses PAGE 19 OF 64

Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such

Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of

2018 (50 U.S.C. 4817).

"Interconnection arrangements" means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

"Reasonable inquiry" means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

"Roaming" means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

"Substantial or essential component" means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.

115-232) prohibits the head of an executive agency from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The

Contractor is prohibited from providing to FDIC any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FDIC Acquisition Procedures and

Guidance Manual (APGM) 1.214(b)(iv).

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.

115-232) prohibits the head of an executive agency from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of

Section I - Contract Clauses PAGE 20 OF 64 any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FDIC APGM 1.214(b)(iv). This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a FDIC contract.

(c) Exceptions. This clause does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information. For Basic Ordering Agreements (BOAs), Receivership BOAs

(RBOAs) and Blanket Purchase Agreements (BPAs), the Contractor shall report to the Contracting Officer for the

BOA/RBOA/BPA, and the Contracting Officer(s) for any affected order.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and

Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

7.1.3-03 - Contractor Employee Whistleblower Rights and Requirement to Inform

Employees of Whistleblower Rights - December 2022

(a) This contract, employees working on this contract, and any subcontract and employees working on that subcontract, will be subject to the whistleblower rights and remedies established at 41 U.S.C. § 4712.

(b) The Contractor shall inform its employees, and any subcontractor shall inform its employees, in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712.

Within 30 days of contract award, the contractor and its subcontractors must distribute the informational document, “Whistleblower Information for Employees of FDIC Contractors, Subcontractors, or Personal Services Contractors”

Section I - Contract Clauses PAGE 21 OF 64 to their employees performing work in support of the goods and services delivered under this contract

(https://www.fdic.gov/about/doing-business/acquisition/whistleblower-information.pdf). By agreeing to the terms and conditions of this contract, the prime contractor acknowledges receipt of this requirement, in accordance with

41 U.S.C. § 4712, and commits to distribution.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, at any tier, over $250,000.

7.3.1-13 - OIG Fraud Hotline - July 2008 The FDIC''s Office of Inspector General (OIG) investigates allegations of fraud, waste and abuse in FDIC contracting. The OIG maintains a telephone hotline to collect information about possible fraud, waste or abuse.

Contractor is required to: (1) Put up OIG Fraud Hotline posters in each facility where it has employees working on

FDIC contracts, and (2) distribute pamphlets about the OIG Fraud Hotline to employees working on FDIC contracts.

The FDIC will supply Contractor with OIG Fraud Hotline posters and pamphlets, upon request.

7.3.1-14 - Order of Precedence - July 2008 The order of precedence for resolving any inconsistency in or conflict among the various components of this contract is:

(1) Contract Clauses

(2) Statement of Work

(3) Exhibits and Attachments

(4) Contractor''s Proposal including all revisions.

7.3.1-15 - Governing Law - July 2008 This contract is governed by Federal law and will be construed accordingly. To the extent State law may apply, in the case where there is no applicable Federal law, the State law that applies is the law of the State in which the

FDIC office executing the contract is located (or the law of the District of Columbia for contracts executed by the

FDIC office located in the District of Columbia).

7.3.2-33 - Independent Contractors - July 2008 The FDIC retains Contractor as an independent contractor for the sole purpose of performing the services or providing the goods described in this contract. If subcontracting is permitted, the use of the term "Contractor" herein refers to both the Contractor and all Subcontractors at all levels. Contractor must ensure that all

Subcontractors adhere to all of the terms and conditions of this contract that have flow-down requirements.

7.3.2-35 - Calendar Days - July 2008 Unless specifically provided otherwise in this Contract, the term "days" used anywhere in this Contract means calendar days.

7.3.2-37 - Audit of Records - July 2008

(a) Audit and Inspection Rights. The FDIC, through its Contracting Officer or his designated representative(s), has the right to audit and examine Contractor''s records and inspect its facilities. The scope of these rights is described below.

Section I - Contract Clauses PAGE 22 OF 64

(b) Examination of Costs. Contractor is required to maintain sufficiently detailed records of the costs it incurs in performing this contract. The FDIC has the right to audit and examine Contractor''s books and records, and its accounting procedures and practices, regardless of their form (e.g., machine readable media) or type (e.g., databases, applications software, database management software). The FDIC has the right to inspect, at reasonable times, the facilities used by Contractor during performance of the contract.

(c) Reports. If Contractor is required to furnish cost, funding or performance reports, the FDIC has the right to audit and examine Contractor''s books, records, other documents and supporting materials to evaluate (1) the data underlying the reports and (2) the effectiveness of Contractor''s policies and procedures to produce data compatible with the objectives of these reports.

(d) Comptroller General.

(1) The Comptroller General of the United States, or his authorized representative, shall have access to and the right to examine any of the contractor''s directly pertinent records involving transactions related to this contract or a subcontract hereunder for a period of three (3) years following final payment under the contract.

(2) The period of access and examination is automatically extended for records relating to claims or litigation arising from the performance of this contract, or costs and expenses of this contract to which the Comptroller

General has taken exception, and continues until all claims, litigation, appeals or exceptions are resolved.

(3) This paragraph may not be construed to require contractors or subcontractors to create or maintain any record that the contractor or subcontractor does not maintain in ordinary course of business or pursuant to a provision of law.

(e) Retention Requirement. Contractor must retain the materials described in paragraphs (b) and (c) above for three (3) years following final payment under this contract, or for any longer period required by statute or another clause in this contract. Contractor must make the materials available to the FDIC for audit, examination and reproduction, at reasonable times during the retention period. Contractor must also provide the FDIC with working space at its facilities to conduct the audit and examination. If this contract is terminated, completely or partially, Contractor must maintain the materials described in subparagraphs (b) and (c) above for three (3) years following any final settlement Contractor must maintain, and make available to the FDIC, records relating to appeals under the "Disputes" clause of this contract, or to claims or litigation arising under or from this contract, until the appeals, claims or litigation are resolved.

(f) Computer Data. Contractor may transfer computer data in machine readable form from one reliable computer medium to another. Contractor''s computer data retention and transfer procedures must maintain the integrity, reliability and security of the original data. Contractor''s choice of media affects neither Contractor''s obligations nor the FDIC''s rights under this clause.

(g) Subcontracts. Contractor is required to insert a clause containing all the terms of this clause, including this subparagraph (g) - altered as necessary to identify properly the contracting parties and the Contracting Officer under the FDIC prime contract - in all subcontracts under this contract that exceed $100,000.

7.3.2-40 - Change in Physical Location - July 2008 Contractor is required to notify the FDIC Contracting Officer and Oversight Manager in writing of any change in

Contractor''s physical location for the Place of Performance of this contract. A "change" includes, without limitation, Section I - Contract Clauses PAGE 23 OF 64 any facilities relocation and/or reconstruction activity or any other planned event that may have an impact on the continued operation of contractor-operated network equipment located on Contractor''s premises. The notification must be made at least thirty (30) days in advance of a change to allow the FDIC time to take appropriate action.

7.3.2-42 - Contractor Personnel - July 2008 Any individual who is performing any part of the work under this award, and who is a direct employee of Contractor is considered Contractor…