RFQ - CORHQ-26-Q-0426.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-0426

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 Subscription - Credit Ratings, Research and Data Feed Subscription

1 EA

Attachments for this section start after this page.

Section B - Supplies or Services and Prices/Costs PAGE 3 OF 54

Section B-1 - Pricing Schedule - Credit Ratings, Research and Data Feed Subscription

Product Name Manufacturer QTY Unit Price Total

TBD

Base Period: 01/01/2027 - 12/31/2027 Lot 1: Credit Research and Ratings License 1 $ - Lot 2: Ratings Feed License 1 $ - Base Period Total $ -

Option Period 1: 01/01/2028 - 12/31/2028 Lot 1: Credit Research and Ratings License 1 $ - Lot 2: Ratings Feed License 1 $ - Option Period 1 Total $ -

Option Period 2: 01/01/2029 - 12/31/2029 Lot 1: Credit Research and Ratings License 1 $ - Lot 2: Ratings Feed License 1 $ - Option Period 2 Total $ -

Option Period 3: 01/01/2030 - 12/31/2030 Lot 1: Credit Research and Ratings License 1 $ - Lot 2: Ratings Feed License 1 $ - Option Period 3 Total $ -

Total Overall Cost $ -

Point of Contact:

Company:

Phone:

Email Address:

Section B - Supplies or Services and Prices/Costs PAGE 4 OF 54

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

7.3.2-21 - Description/Specifications/Work Statement - October 2008 The name/description of the goods or services being acquired is as follows: Credit Ratings, Research and Data

Feed Subscription.

The specifications for and the description of the work to be performed under this requirement are fully detailed in the Statement of Work (SOW), which is included as an attachment in Section C of this award document.

Section C - Description/Specifications/Work Statement PAGE 5 OF 54

NONPUBLIC//FDIC BUSINESS

Statement of Work Credit Ratings, Research, and Data Feed Subscriptions

1.0. GENERAL

1.1. Background.

The Federal Deposit Insurance Corporation (FDIC) maintains stability and public confidence in the nation’s financial system by (1) insuring deposits, (2) examining and supervising financial institutions, and (3) managing resolutions and receiverships.

1.2. Scope of Work.

The FDIC Library is currently seeking to procure licenses for credit ratings research databases from nationally recognized statistical rating organizations (“NRSROs”) to provide credit opinions, research and ratings on bank and financial holding companies, fixed-income securities, other credit obligations, and issuers of securities across a broad range of asset classes. The content being licensed also includes published ratings, research, and opinions on a broad range of credit obligations including various corporate and governmental obligations, structured finance securities, and commercial paper programs issued in domestic and international markets. Additionally, the content being licensed provides outlook and points of view from the top industry analysts on the economy and the banking sector. The licensed content is critical for ongoing market monitoring and the FDIC's role as a banking regulator. This content will also be used in determining the overall risk profile of companies and industries and often serve as a starting point for more substantial research. For example, if the FDIC suspects a potential threat to the Deposit Insurance Fund in the form of a risk to banks, these ratings, research, and opinions are used to help find the topics and keywords that spur further in-depth research. If the FDIC's research yields a conclusion, these sources are cited as independent, third-party sources used in reaching a conclusion. These resources are used extensively by CISR, DIR, DRR, RMS, as well as the Library in direct support of the FDIC's mission.

The FDIC Library is also seeking data feeds from nationally recognized statistical rating organizations (“NRSROs”) to provide tabular data about bank and financial holding companies, fixed-income securities, other credit obligations, and issuers of securities as well as a broad range of credit obligations across multiple asset classes.

Since each firm has their own proprietary ratings algorithms, there is no overlap in meeting this requirement and multiple sources are needed. Having multiple data feeds gives the FDIC a more complete picture of the state of the financial markets that impact U.S. banks and financial service firms. Using multiple ratings also improves the accuracy of market analysis. This analysis supports core mission functions in the areas of examinations and risk analysis research.

Section C - Description/Specifications/Work Statement PAGE 6 OF 54

1.3. Deliverables.

Contracts may be divided into the following lots:

• Lot 1 – Enterprise Access to Ratings, Opinions and Research

• Lot 2 – Licensed Data Feeds

Lot 1 - Credit Ratings and Research

The contractor shall provide an enterprise license to a proprietary web interface to proprietary research data, ratings, and analysis covering sectors that include financial institutions, corporate entities, emerging markets, and finance.

The contractor shall provide web interface navigation to research and data by including:

• A unified interface with global search across all content

• Enhanced search capabilities using AI

• Advanced search by laying of criteria

• Entity and sector page layouts

• Functionality allowing users to create portfolios, watchlists, email alerts, custom views of data, and custom charts for use outside of the system

The contractor shall provide the following research content by including:

• Extensive entity coverage (rated and unrated)

• Probability-of-default modeling

• Market-implied ratings

• Ownership-structure insights

• Broad sector analysis

The contractor will provide the following for Lot 1 – Credit Ratings and Research:

• A description of the analytical framework, both qualitative and quantitative considerations, used to assign ratings.

• Access to the analysts that author’s research provided via the web interface.

• Provide end user support through web-based training and demonstrations.

• Maintain status as a nationally recognized statistical rating organization (“NRSRO”) by the Securities and Exchange Commission.

• Provide end user usage statistics on demand to the Oversight Manager. These usage statistics reports shall include, at a minimum, user’s name, email address, and activity.

Section C - Description/Specifications/Work Statement PAGE 7 OF 54

• Provide end user training in both group and one-on-one sessions as requested by the Oversight Manager.

• Provide end user account support via email as requested by the Oversight Manager.

Lot 2 -

• The contractor shall provide an enterprise license to proprietary ratings via a delivery service provided directly from the provider to the FDIC.

• Delivery requirement: Contractor must be able to provide delivery via FDIC’s Bloomberg Account - BBPS #30119240. Credit rating data must be delivered via the Bloomberg data feed. Contractor must be able to work through FDIC’s Bloomberg’s data feed.

• The contractor shall provide ratings and related information on corporations, financial institutions, sovereigns, and structured finance organizations and instruments.

• Underlying data points will include:

• Organization

• Organization Rating: represents counterparty risk

• Organization Alias

• Organization Attribute

• Organization Watchlist

• Organization Rating Attribute

• Organization Identifier

• Organization Market

• Industry classifications

• Domain information, allowing segmentation by geography to meet specific analysis requirements.

• Hierarchy Family Tree: ownership structure, showing relationship between parent organizations and subsidiaries / affiliates.

• Investment and non-investment grade classifications

• The license shall include ratings and related information on US municipal sales, instruments and organizations.

• Underlying data points will include:

• Instrument

• Instrument ratings

• Instrument watchlist

• Instrument rating attribute

• Instrument identifier (Debt ID service)

• Instrument organization

• Instrument support

• Instrument market

Section C - Description/Specifications/Work Statement PAGE 8 OF 54

• Loss given and probability of default assessments: rich information on the various components of credit risk

• Initial rating and effective date

• Instrument class

• Description information (providing information on support level, market of issuance, takedown, security description and coupon details).

• Investment grade and non-investment grade classification

This will include market standard identifiers, four levels of market sector indexing and over 10 rating types, plus 20 years of historical data across the entire rated universe.

The offeror will also provide end-user training in both group and one-on-one sessions as required as well as connectivity support.

2.0. APPLICABLE DOCUMENTS

Any Government or non-government document(s) that may become necessary under this Statement of Work will be provided via technical direction by the FDIC Oversight Manager (OM).

3.0. REQUIREMENTS

3.1. Lot 1 – Credit Ratings and Research.

The contractor will provide access to the research database described above along with training and administration for licensed FDIC personnel.

3.2. Site and Delivery Services.

Database access and training may be delivered electronically online.

3.3 Training.

Contractors shall provide training on the use of the credit ratings research product virtually to single users and large groups as requested by the FDIC.

3.4 Helpdesk Support.

The Contractor shall provide Helpdesk Support services to assist end users with technical issues, service requests, and general inquiries. The contractor will assist FDIC users with user management and general support. The Contractor shall provide Helpdesk Support during the Government’s standard business hours, Monday through Friday, excluding federal holidays, unless otherwise specified in this SOW.

FDIC would prefer if the winning contractor had a dedicated individual or team that could be contacted directly.

Section C - Description/Specifications/Work Statement PAGE 9 OF 54

3.5 Place of Delivery or Performance.

All electronically delivered services will be made available to all FDIC personnel regardless of physical location.

3.6 Period of Performance.

Base Period: January 01, 2027 - December 31, 2027 Option Period 1: January 01, 2028 - December 31, 2028 Option Period 2: January 01, 2029 - December 31, 2029 Option Period 3: January 01, 2030 - December 31, 2030

Section C - Description/Specifications/Work Statement PAGE 10 OF 54

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 11 OF 54

Section F - Deliveries or Performance

7.3.1-09 - Delivery Schedule - July 2008 The goods must be delivered in accordance attachments - Statement of Work (SOW) - Credit Ratings and

Research and Section B-1 Pricing Schedule.

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

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 Initial Period of Performance begins on January 01, 2027 "Effective Date") and expires on December 31, 2027.

Base Period: January 01, 2027 – December 31, 2027

Option Period 1: January 01, 2028 – December 31, 2028

Option Period 2: January 01, 2029 – December 31, 2029

Option Period 3: January 01, 2030 – December 31, 2030

See clause 7.5.5-01, Option Period.

Section F - Deliveries or Performance PAGE 12 OF 54

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 Andy Greenfield and he can be reached at agreenfield@fdic.gov or 202-674-3095.

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 13 OF 54

7.5.13-06 - Compensation Ceiling - Contract or Task Order - July 2008 Not-to-Exceed

Period of Performance Ceiling Amount

Initial Period: $________________

Option Period 1: $________________

Option Period 2: $________________

Option Period 3: $________________

Total (if all option periods are exercised): $________________

In no event will total FDIC compensation to Contractor, including any reimbursed costs and expenses, exceed the sum of ________________ Dollars ($__________) for the entire Period of Performance, including the initial period and all options, if any.

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 DEV-01 - Contents of Invoice - Deviation - March 2026 Contractor’s invoices must include the following items to be processed for payment:

(a) Contractor name, address and phone number.

(b) Invoice date.

(c) Invoice number.

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

Contract Number, including the Task Order suffix, is required on each invoice (e.g., CORHQ-22-C-0559 or

CORHQ-21-G-0442-0004).

(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) Billing period covered for services rendered.

(i) Total invoice amount.

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

(k) Remittance address.

Section G - Contract Administration Data PAGE 14 OF 54

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

(m) 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.

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

(o) 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.

(p) 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.

(q) 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 clear in the supporting documentation provided with the invoice.

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

If an invoice does not contain the above required information; contains errors; contains mismatches between information in the electronic invoice form and the supporting attachments or exceeds the total compensation ceiling limit for this award, the invoice will be returned to the 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, 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 DEV-01 - Electronic Invoice Preparation and Submission - Deviation - March

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

(a) Invoices shall be submitted via the Invoice Processing Platform (IPP), a service provided by the U.S. Treasury’s

Bureau of the Fiscal Service. Contractors are solely responsible for ensuring that invoices are accepted by IPP and transmitted to the FDIC. IPP will submit a status update to the Contractor when the invoice is transmitted to the

FDIC.

(b) Contractors not enrolled in IPP will be notified to register upon award of a contract, agreement, or order. Unless already enrolled in IPP, and following an FDIC invitation to do so, Contractor shall enroll at https://www.ipp.gov.

Section G - Contract Administration Data PAGE 15 OF 54

Contractor shall contact IPP Customer Support for system-related questions at

IPPCustomerSupport@fiscal.treasury.gov.

(c) Contractor shall ensure that their System for Award Management (SAM) account remains active during the contract/order performance. IPP will not allow submission or payment of an invoice if Contractor’s SAM registration has expired.

(d) Contractor shall include or input the following information. Additional information may also be required in accordance with your contract, agreement, or order. Items noted with an asterisk are typically automatically populated from the contract or purchase order. Items below may be included on supporting attachments to the electronic invoice and must match what was entered on the electronic invoice.

(1) *Contractor name and address.

(2) Invoice date. Future dates cannot be entered into IPP.

(3) Invoice number.

(i) The only valid characters allowed for invoice numbers are: capital letters, numbers, hyphens, periods, and underscores.

(ii) If an invoice status is “Rejected” in IPP, a resubmitted invoice must have REV added as a suffix to the original invoice number. In the event of multiple invoice resubmissions, the next sequential suffix must be used

(e.g., REV1, REV2, etc.).

(4) *Contract and/or order number.

(5) Quantity per Contract Line-Item Number (CLIN) and Schedule Line.

(6) *Description, unit of measure, unit price, and extended price of delivered items or provided services.

(i) Unless otherwise specified in the contract or order, a billing period for services is a month.

(ii) For time-and-materials contracts or orders, Contractors shall invoice no less often than monthly.

(7) Discount terms for prompt payment if offered.

(8) Name and phone number of Contractor’s Point of Contact (POC).

(9) Attachments, including Contractor’s internally generated invoice and supporting documents.

(i) Contractor must submit at least one supporting attachment file with each invoice in IPP. If a zip file is used, the individual files inside the zip file have a descriptive file name, such as "Invoice cover page", "Timesheets", etc.

(e) Contractors agree that, in submitting any related invoice for payment, Contractor is certifying the truthfulness and completeness of all such submissions.

(f) IPP allows Contractors to view the status of their invoices in IPP. IPP status codes are:

(1) Pending Approval - Invoice has been submitted via IPP and received by FDIC.

(2) Rejected - Invoice has been rejected and will need to be resubmitted with REV added as the suffix of the original invoice number.

(3) Paid - Payment has been made to the Contractor’s financial institution.

(4) Saved in Exception - Invoice has not been created in IPP because of rule set error.

(5) Denied - Invoice submitted via IPP and denied by FDIC. Denied invoices cannot be edited and resubmitted.

(g) The counting of days for the possible payment of Prompt Payment Act interest begins on the date the invoice’s status is changed to “Pending Approval” in IPP.

Section G - Contract Administration Data PAGE 16 OF 54

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.

7.3.2-78 - 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)”.]

(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

Section H - Special Contract Requirements PAGE 17 OF 54 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 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.

Section H - Special Contract Requirements PAGE 18 OF 54

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 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

Section H - Special Contract Requirements PAGE 19 OF 54 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

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.

Section H - Special Contract Requirements PAGE 20 OF 54

7.4.2-02 - Off-site Processing and Storing of FDIC Information - August 2018

(a) Control and Protection of FDIC Information. The Contractor shall implement effective, administrative, technical, and physical safeguards to ensure that all FDIC information in its possession or under its control is adequately protected from loss, misuse, and unauthorized access or modification. The creation, collection, use, processing, storing, maintenance, dissemination, disclosure, and disposal of FDIC information shall comply with all applicable federal and state laws and FDIC directives, rules and regulations regarding protection of information. The

Contractor shall not use any FDIC information except to the extent necessary to carry out its obligations under the contract. The Contractor shall not disclose FDIC information to any third party unless disclosure is authorized in the contract, the Contractor obtains the prior written consent of the Contracting Officer, or to the extent expressly required by applicable law, in which case the Contractor shall notify the Contracting Officer at least ten (10) business day before such disclosure, to allow the FDIC to object or concur. The Contractor, subcontractor, or any entity under the Contractor’s control shall not access, disseminate, maintain, store, use or disclose FDIC information outside the United States, unless specifically directed by the contract or otherwise authorized by the

Contracting Officer.

(b) Return, Destruction and Retention of FDIC Information. All FDIC information remains the property of the FDIC.

Upon completion or termination of the contract, or at any time upon request of the Contracting Officer, Contractor shall promptly return to the Oversight Manager all FDIC information in its possession and/or securely dispose of it as required in the contract, Statement of Work, or as directed by the Oversight Manager. Information shall be returned securely in a format directed by the Oversight Manager. Retention of FDIC information by the Contractor beyond the conclusion of the contract is only permissible in accordance with clause 7.6.3-02, Contractor Return, Destruction and Retention of FDIC Information.

(c) Inspections/Assessments/Audits/Reviews/Examinations. To confirm Contractor’s compliance with this contract, as well as any applicable laws, regulations and industry standards, Contractor shall grant FDIC information security and privacy staff, the FDIC Office of the Inspector General, the U.S. Government Accountability Office (GAO), or an

FDIC-selected third party acting on the FDIC’s behalf, permission to perform inspections, assessments, audits, reviews or examinations of all controls in Contractor’s physical and/or technical environment in relation to all FDIC information being handled and/or services being provided to FDIC pursuant to this contract. The Contractor shall fully cooperate by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that collects, processes, transmits, or stores FDIC information pursuant to this contract.

These inspections, assessments, audits, reviews, and examinations may be conducted either by phone, electronically or in-person. Nothing in this clause shall be viewed as limiting the FDIC or the federal government’s audit and inspection rights delineated in other clauses of this contract or by statute.

(d) Security and Privacy Incident Handling. The Contractor shall monitor its facility, premises and information systems for security and privacy incidents and provide the capability to respond to and resolve them effectively and in a timely manner, including allowing for inspection, investigation, forensic analysis, and any other action necessary to ensure compliance with OMB M-17-12 and FDIC’s Breach Response Plan, and to assist in responding to a breach. FDIC’s Breach Response Plan is available at the FDIC website:

https://www.fdic.gov/buying/goods/acquisition/index.html. The Contractor and subcontractors (at any tier) shall report a suspected or confirmed breach in any medium or form, as soon as possible and without unreasonable delay, consistent with FDIC’s Breach Response Plan. All security and privacy incidents that involve FDIC information must be immediately reported to FDIC’s Computer Security Incident Response Team (CSIRT)/Security

Operations Center (SOC) at the telephone/email address provided in paragraph (e) below. The Contractor and

Section H - Special Contract Requirements PAGE 21 OF 54 subcontractors (at any tier) shall cooperate and exchange information with agency officials in order to effectively report and manage a suspected or confirmed breach. The Contractor shall maintain capabilities to, at a minimum, determine what FDIC information was or could have been accessed and by whom, construct a timeline of user activity, determine methods and techniques used to access the information, and identify the initial attack vector.

(e) The Contractor shall appoint and provide points of contact (names, telephone numbers, e-mail addresses) for the officials who have overall accountability for incident response and protection of FDIC information and with whom the Contracting Officer, Oversight Manager, and other applicable FDIC staff may communicate throughout the duration of the contract about information security and privacy issues. These individuals or designees shall, at a minimum:

1. Be available to assist the FDIC as needed in resolving an incident;

2. Notify the FDIC of an incident immediately after the Contractor becomes aware of it; and

3. Notify FDIC’s Computer Security Incident Response Team (CSIRT) via email at fdic-csirt@fdic.gov or telephone at 1-877-FDIC-999 (877-334-2999), as well as to the Oversight Manager (OM) of an incident.

The Contractor shall take all necessary steps to effectively contain identified incidents and coordinate and cooperate with the FDIC in investigating and remediating the incident.

The Contractor shall, at its own costs and at a minimum, provide individuals affected by a breach involving personally identifiable information (PII) under its control with notice of the breach and access to two (2) years of complimentary credit monitoring and identity protection services to protect such affected individuals against risks posed by the breach.

(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.

7.4.2-05 - Basic Safeguarding of Covered Contractor Information Systems - March 2021

(a) Definitions. As used in this clause:

“Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

“Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

“Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on

National Security Systems Instruction (CNSSI) 4009).

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Section H - Special Contract Requirements PAGE 22 OF 54

“Safeguarding” means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before…