RFQFHF20Q0077.pdf

RFQ#FHF20Q0077

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

This requirement is considered unrestricted under NAICS code 518210, Data Processing, Hosting, and Related Services with a $35.0M small business size standard. Any qualified, responsible vendor may submit a quote.

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

Questions or other suggested changes must be submitted by 10am Eastern Time, Thursday, August 10, 2020 by email to Natalie.Wallace@fhfa.gov. Questions, any written responses, or amendments will be posted at beta.sam.gov.

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

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2020-07, July 2, 2020.

Submission Instructions Quoters shall be registered in the System for Award Management as stated in FAR 52.212-1(k) to be eligible for award.

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

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

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

The electronic quotation shall include any scanned copies of signatures associated with the quotation.

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

http://www.acquisition.gov/far mailto:Natalie.Wallace@fhfa.gov

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

Quotes are due no later than 3pm Eastern Time, on August 14, 2020. Late submissions, modifications, and revisions will be managed in accordance with FAR 52.212-1(f).

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

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

1. RFQ Number

2. Quoter’s Name

3. Complete business mailing address

4. Subcontractor Name(s), If Applicable

5. Quoter Dun & Bradstreet Number (DUNS)

6. Contact Name, Email address, and telephone number

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

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

Technical Capability. Quoters shall describe and demonstrate their understanding of FHFA’s requirements using sound, practical, and feasible methods to accomplish the objectives and all of the requirements identified in Section 4.0 and 5.0 of the Performance Work Statement (PWS) in Attachment A.

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

Page Limitation. Excluding cover pages, the technical quote is limited to 10 pages. The font and format should be of readable quality. Excessively small font may be rejected or not evaluated at the Contracting Officer’s discretion.

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

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

The price quotation shall be the completion of Attachment B. Only the final firm fixed price will be considered binding at contract award. FHFA will evaluate the total quoted price, to include all option years, for reasonableness.

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

EVALUATION AND SELECTION PROCESS (in lieu of FAR 52.212-2) Since this award is made under the policies of FAR Part 12 in conjunction with FAR Part 13 procedures, the evaluation process is streamlined, and FHFA has considerable flexibility in its award decision. FHFA will evaluate the quotation considering positive attributes, negative attributes, and potential risk of the overall quotation.

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

Only Quoters whose quotes receive an overall technical rating of acceptable or higher will be considered for award. Following an evaluation and, if necessary, tradeoff analysis, FHFA may make one or more than one award based on the quote(s) that is (are) evaluated to be the best value and determined responsible. While not guaranteed, at the current time, FHFA intends to make one award.

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

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

LIST OF ATTACHMENTS

Attachment A Work Requirements: Performance Work Statement and Clauses Attachment B Price Quotation Worksheet Attachment C Subscriber Addendum to License Agreement (if applicable)

Attachment A

PERFORMANCE WORK STATEMENT for AVM

1.0 BACKGROUND:

The Federal Housing Finance Agency (FHFA) was created by the Housing and Economic Recovery Act of 2008 (HERA) to regulate and supervise Fannie Mae, Freddie Mac, and the 11 Federal Home Loan Banks (jointly, the “regulated entities”). HERA combined three organizations, the Office of Federal Housing Enterprise Oversight, the Federal Housing Finance Board, and a group from the Department of Housing and Urban Development, which collectively had previously regulated these regulated entities. These institutions play critical roles in supporting our nation’s housing finance system. Fannie Mae and Freddie Mac guarantee mortgage-backed securities (MBS) and hold mortgages and MBS’ for investment. The Federal Home Loan Banks lend money to banks and other financial institutions using mortgages as collateral and also invest in mortgage-related assets.

During the financial crisis which began in 2008, FHFA placed Fannie Mae and Freddie Mac in conservatorships, where they currently remain.

In order to oversee the risks taken by the regulated entities, FHFA needs to better understand the technology underlying newly developed residential Automated Valuation Models (AVM) and how the industry is using them.

2.0 SCOPE:

The Contractor will provide to FHFA an AVM for up to 10 concurrent users to run various queries at FHFA’s discretion. The Contractor shall train FHFA staff in the details of the AVM’s underlying technology, assumptions, risks, biases, accuracy, and other characteristics of the

AVM.

3.0 OBJECTIVES:

The primary objective of this effort is for FHFA to learn about the uses, technologies, accuracy and risks of AVM in the housing market. A secondary objective is to use the AVM for valuation of multifamily housing buildings on the balance sheets of and secured by FHFA regulated entities.

4.0 TASKS:

4.1 AVM

The Contractor shall provide a commercial-off-the-shelf web-based AVM for access and analysis by FHFA staff, including information on how various model inputs impact the AVM output.

Access will be provided for the purpose of learning about the model and its performance and shall be used for any FHFA purpose.

The AVM must support multifamily housing and the Contractor must have significant experience applying the AVM to multifamily housing.

4.2 Ad Hoc Data Analysis Services

The Contractor shall provide analyses of AVM results per FHFA direction. Services for producing analyses require staff with thorough knowledge of the AVM and the data, the ability to work effectively with FHFA staff defining the requests, and the availability to initiate work shortly after a request is received. Examples of the sorts of FHFA requested analyses include:

• Comparisons of AVM results to actual transactions and to valuations determined by other valuation methods.

• Comparisons of technologies used in the AVM to the technologies of other valuation models.

FHFA anticipates up to five (5) of these types of analyses per year. The Contractor shall have the resources and staff to fulfill these potential analysis requests from the moment of contract execution. The Contractor shall deliver ordered draft (i.e. not reviewed and accepted by FHFA) ad hoc analyses within five (5) business days, unless otherwise mutually agreed to by the Contractor and FHFA.

Each request will follow the general process below:

• The Contracting Officer’s Representative (COR) will communicate, either by phone or email, an analysis request to the Contractor.

• Within one business day, the Contractor will send an email to the COR (with the Contracting Officer copied) recapping the request to ensure all parties understand the analysis request.

• If no issues or questions are found, the COR will provide written authorization via email to the Contractor (with the Contracting Officer copied) to proceed with the requested analytical work. If issues or questions are found during the COR’s and Contracting Officer’s review, the COR and Contracting Officer will communicate with the Contractor until the issues or questions are resolved and then the COR can authorize the Contractor to proceed with the data analysis work.

4.3 Education and Training Services

The Contractor will provide FHFA with the information and services needed to understand and challenge the technology used in the AVM. This may include formal classroom training, individual tutoring sessions, workshops, etc. These may take place in-person or via online meeting platforms. The Contractor must provide transparency as to the specific input factors and the type of algorithm and approach used to determine the valuation model output; the AVM cannot be treated as a black box. The Contractor will provide subject matter experts to assist FHFA understanding of the technology, risks, biases, accuracy and other characteristics of the AVM. FHFA may specify datasets and variations of the model’s parameters for these purposes.

If FHFA employees have questions or requests regarding a feature or function of the AVM, the Contractor shall provide answers and support as it does for its commercial customers (via telephone or email).

Education and training deliverables include all AVM documentation and on-line training aids provided to the Contractor’s commercial customers. The Contractor shall provide updates to FHFA when available.

Additional Education Services will be determined by FHFA as needed. Each additional service will be defined through the general process below:

• The COR and the Contractor will collaboratively define an educational or training activity. The activity should be defined as clearly as possible, but the definition may be limited to an objective.

• The Contractor will send an email to the COR (with the Contracting Officer copied) recapping the activity to ensure all parties understand the goals, methods, expected outcomes and resources that will be required. This email will include a detailed estimate for fulfilling the request based on the labor categories and rates established in the contract award.

• If no issues or questions are found, the COR will provide written authorization via email to the Contractor (with the Contracting Officer copied) to proceed with the activity. If issues or questions are found during the COR’s and Contracting Officer’s review, the COR and Contracting Officer will communicate with the Contractor until the issues or questions are resolved and then the COR can authorize the Contractor to proceed with the activity.

• If circumstances arise during the performance of the activity that warrant significant change to the goals, methods, expected outcomes or resource requirements, the Contractor and the COR will report these to the Contracting Officer to determine if the activity should be modified or terminated.

5.0 INFORMATION SHARING

In order to achieve the Objectives, and as part of the Tasks listed above, the Contractor should be prepared to provide transparency into the AVM and the underlying technology, including:

• Explaining model biases.

• Sharing accuracy metrics, including how accuracy varies across time, geographies, multifamily sub-types, and properties of varied characteristics to the extent it can be measured given sample size.

• Discussing the type of model utilized and why the Contractor made that choice relative to alternatives.

• Transparency regarding the features (data points) that are input into the model and how they impact estimated values.

• Sharing specific details regarding how the Contractor selects and adapts features (data points) that are input into the model.

• Sharing the Contractor perspective on appropriate uses for an AVM, as well as key risks to consider.

6.0 LICENSE AGREEMENT REQUIREMENTS

• At the termination or expiration of the license agreement, FHFA shall have the right to maintain and use indefinitely print or electronic copies of its reports, presentations, or other content created in accordance with the license agreement.

• Authorized Users may be from multiple divisions across FHFA, and may concurrently access and use the licensed materials from their official duty stations or via remote access when such Users are conducting business for the benefit of FHFA.

• FHFA does not permit compliance audits; however, the license agreement may require that FHFA will provide written assurance of its compliance or other alternative agreed to in writing by the Contracting Officer.

• The license agreement shall not include an indemnification of the contractor by the FHFA.

• The license agreement shall be governed by, and construed in accordance with, the federal laws of the United States of America.

• The Contractor shall represent and warrant that it makes commercially reasonable efforts to ensure that the software, data, or product as applicable is free of any viruses, worms, Trojan horses, malware, and/or other malicious code.

• The license agreement shall not include terms that authorize assignment of the contract except in accordance with Federal Acquisition Regulation (FAR) Subpart 42.12.

• Contractor shall acknowledge and agree that if there is a conflict between the terms and conditions of the license agreement and those of the contract, the contract governs.

• The license agreement shall permit FHFA to use the AVM and analyses for official

Government purposes, including but not limited to reports, presentations, graphs, public releases, other publications, and examination of the regulated entities.

• The license agreement may acknowledge that FHFA is a federal government agency and is exempt from by law from the payment and collection of sales taxes.

7.0 GOVERNMENT-FURNISHED PROPERTY (GFP):

It is anticipated that no GFP will be provided to the Contractor in the performance of this work.

The Contractor shall furnish all supplies, equipment, facilities and services required to perform work under this contract unless FHFA determines that it is advantageous to house the AVM on the FHFA network.

8.0 IT ACCESSIBILITY (SECTION 508):

Section 508 of the Rehabilitation Act, as amended by the Workforce Investment Act of 1998 (P.L. 105-220), requires that when Federal agencies develop, procure, maintain, or use information and communication technology (ICT), it shall be accessible to people with disabilities. Federal employees and members of the public who have disabilities must have access to, and use of, information and data that is comparable to people without disabilities.

1) Products, platforms and services delivered as part of this work statement that are ICT, or contain ICT, must conform to the Revised 508 Standards, which are located at 36 C.F.R. § 1194.1 & Apps. A, C & D, and available at https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines

2) E102 / 702.10 – Web Content Accessibility Guidelines (WCAG) success criteria level A & AA are incorporated as a requirement. The referenced WCAG criteria is available at http://www.w3.org/TR/WCAG20/

3) E202 – No General Exceptions Authorized by FHFA

Applicable Functional Performance Criteria:

All functional performance criteria apply when using an alternative design or technology that achieves substantially equivalent or greater accessibility and usability by individuals with disabilities, than would be provided by conformance to one or more of the requirements in Chapters 4-6 of the Revised 508 Standards, or when Chapters 4-6 do not address one or more functions of ICT.

Applicable requirements for software and Web products:

• E207 – WCAG Level A & AA Success Criteria

• E302 – Functional Performance Criteria

• E502 – Interoperability with Assistive Technology

• E503 – Application https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines

Electronic Documents and/or Support Services:

• E205 – WCAG Level A & AA Success Criteria

• E302 – Functional Performance Criteria

• E602 – Support Documentation

• E603 – Support Services

9.0 PLACE OF PERFORMANCE:

All work under this contract will be performed at the Contractor’s facilities or in FHFA’s offices.

All requested deliverables will be sent electronically to FHFA.

10.0 PERIOD OF PERFORMANCE:

The overall period of performance for the contract will be for one (1) base year and four (4) one-year options. The anticipated start date for the contract is September 1, 2020.

FAR Clauses FAR 52.252-2 Clauses Incorporated By Reference (FEB 1998)

This contract incorporates one or more of the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address:

http://acquisition.gov/far/

(End of Clause)

NUMBER TITLE DATE

52.204-4 Printed of Copied Double-Sided on Postconsumer Fiber Content MAY 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.212-4 Alt I Contract Terms and Conditions – Commercial Items, Alternative I

(applicable to LH and Materials CLINs only)

JAN 2017

52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013 52.242-15 Stop-Work Order AUG 1989

(End of Table)

FAR 52.212-4 Contract Terms and Conditions – Commercial Items (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) RESERVED – please refer to FHFA clause 6.202 Disputes (April 2013).

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its http://acquisition.gov/far/ sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law.

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Please refer to FHFA clause 6.212a Order of Precedence – FHFA Contracts (OCT 2011) for additional details regarding any potential inconsistencies between FHFA clauses and FAR clauses.

Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (JUL 2020)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108- 77 and 108-78 (19 U.S.C. 3805note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] XX (1) 52.203-6, 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

XX (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

XX (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111- 117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

https://www.acquisition.gov/content/52203-19-prohibition-requiring-certain-internal-confidentiality-agreements-or-statements#i52_203-19 https://www.acquisition.gov/content/52204-23-prohibition-contracting-hardware-software-and-services-developed-or-provided-kaspersky-lab-and-other-covered-entities#id189A70O0P1N https://www.acquisition.gov/content/52204-25-prohibition-contracting-certain-telecommunications-and-video-surveillance-services-or-equipment#id1989I600I4C https://www.acquisition.gov/content/52209-10-prohibition-contracting-inverted-domestic-corporations#i1062680 https://www.acquisition.gov/content/52233-3-protest-after-award#i1048661 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52233-4-applicable-law-breach-contract-claim#i1048698 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52203-6-restrictions-subcontractor-sales-government#i1063319 https://www.acquisition.gov/content/52203-13-contractor-code-business-ethics-and-conduct#i1063504 https://www.acquisition.gov/content/52203-15-whistleblower-protections-under-american-recovery-and-reinvestment-act-2009#i1063607 https://www.acquisition.gov/content/52204-10-reporting-executive-compensation-and-first-tier-subcontract-awards#i1064087 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/52204-14-service-contract-reporting-requirements#i1064214 https://www.acquisition.gov/content/52204-15-service-contract-reporting-requirements-indefinite-delivery-contracts#i1064243

XX (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

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

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C.657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the Offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved] __ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Mar 2020) (15 U.S.C.644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Mar 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

XX (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jun 2020) of 52.219-9 __ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C.637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

XX (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (May 2020) (15 U.S.C. 632(a)(2)).

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

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar 2020) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15 U.S.C. 637(a)(17)).

https://www.acquisition.gov/content/52209-6-protecting-government%E2%80%99s-interest-when-subcontracting-contractors-debarred-suspended-or-proposed-debarment#i1062590 https://www.acquisition.gov/content/52209-9-updates-publicly-available-information-regarding-responsibility-matters#i1062651 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/content/52219-3-notice-hubzone-set-aside-or-sole-source-award#i1057314 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/content/52219-3-notice-hubzone-set-aside-or-sole-source-award#i1057314 https://www.acquisition.gov/content/52219-4-notice-price-evaluation-preference-hubzone-small-business-concerns#i1057352 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-4-notice-price-evaluation-preference-hubzone-small-business-concerns#i1057352 https://www.acquisition.gov/content/52219-6-notice-total-small-business-set-aside#i1057393 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-7-notice-partial-small-business-set-aside#i1057419 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-7-notice-partial-small-business-set-aside#i1057419 https://www.acquisition.gov/content/52219-8-utilization-small-business-concerns#i52_219-8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-13-notice-set-aside-orders#i1057715 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-9-small-business-subcontracting-plan#i52_219-9 https://www.acquisition.gov/content/52219-14-limitations-subcontracting#i1057730 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-16-liquidated-damages-subcontracting-plan#i1057758 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-27-notice-service-disabled-veteran-owned-small-business-set-aside#i1057823 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-28-post-award-small-business-program-rerepresentation#i1057874 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-28-post-award-small-business-program-rerepresentation#i1057874 https://www.acquisition.gov/content/52219-29-notice-set-aside-or-sole-source-award-economically-disadvantaged-women-owned-small-business-concerns#i1057902 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52219-30-notice-set-aside-or-sole-source-award-women-owned-small-business-concerns-eligible-under-women-owned-small-business-program#i1057947 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm

XX (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

XX (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2020) (E.O.13126).

XX (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

XX (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

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

XX (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

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

XX (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C.793).

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

XX (33) 52.222-37, Employment Reports on Veterans (Jun 2016) (38 U.S.C. 4212).

XX (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

XX (35) (i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter78 and E.O. 13627).

__ (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

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

__ (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

XX (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (Jun 2016) (E.O. 13693).

__ (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

https://www.acquisition.gov/content/52222-3-convict-labor#i1055332 https://www.acquisition.gov/content/52222-19-child-labor-cooperation-authorities-and-remedies#i1055664 https://www.acquisition.gov/content/52222-21-prohibition-segregated-facilities#i1055713 https://www.acquisition.gov/content/52222-26-equal-opportunity#i1055793 https://www.acquisition.gov/content/52222-26-equal-opportunity#i1055793 https://www.acquisition.gov/content/52222-35-equal-opportunity-veterans#i1056230 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/content/52222-35-equal-opportunity-veterans#i1056230 https://www.acquisition.gov/content/52222-36-equal-opportunity-workers-disabilities#i1056250 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section793&num=0&edition=prelim https://www.acquisition.gov/content/52222-36-equal-opportunity-workers-disabilities#i1056250 https://www.acquisition.gov/content/52222-37-employment-reports-veterans#i1056265 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/content/52222-40-notification-employee-rights-under-national-labor-relations-act#i1056304 https://www.acquisition.gov/content/52222-50-combating-trafficking-persons#i1056535 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52222-50-combating-trafficking-persons#i1056535 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/52222-54-employment-eligibility-verification#i1056753…