Commercial Capital Assessment Projections (CCAP)
Department of Housing and Urban Development, OCPO, Office of Support Operations | Published January 12, 2016 - Deadline February 5, 2016
TABLE OF CONTENTS
CONTINUATION OF BLOCK 20 FOR SCHEDULE OF SUPPLIES/SERVICES OF THE 1449 4
SECTION I - SCHEDULE OF SUPPLIES OR SERVICES 4
SECTION II - DESCRIPTION/SPECIFICATIONS 5
SECTION III - CONTRACT CLAUSES 12
SECTION IV - ADDENDUM TO 52.212-4; AND ADDITIONAL CONTRACT CLAUSES 20
SECTION V-ADDENDUM 52-212-5 AND ADDITIONAL CONTRACT CLAUSE 29
SECTION VI - INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS 48
SECTION VII EVALUATION FACTORS FOR AWARD ..........................................65
SECTION VIII - SOLICITATION PROVISIONS 71
SECTION IX - LIST OF ATTACHMENTS ........................................................... 92
CONTINUATION OF BLOCK 20 FOR SCHEDULE OF SUPPLIES/SERVICES OF THE 1449
SECTION I - SCHEDULE OF SUPPLIES OR SERVICES
(1) Brief Description of Supplies or Services
The U.S. Department of Housing and Urban Development, Federal Housing Administration (FHA) requires expert analytical and related services to provide an internal view of the General and Special Risk Insurance Fund (GI/SRI) and a small portion of the Mutual Mortgage Fund (MMI) and assist the Federal Housing Administration (FHA) to manage the risk of its portfolio of commercial insured mortgage loans. The internal view and risk management is to be provided and accomplished through a series of risk management and financial reports to be known as Commercial Capital Assessment Projections (CCAP).
(2) Contract Type
The Government anticipates a fixed price contract. This is total small business set-aside contract with a twelve month base period plus 4 one year option periods utilizing FAR Part 19.502-2 and FAR Part 12 Acquisition of Commercial Items.
This is a single award to provide a series of risk management and financial reports known as Commercial Capital Assessment Projections (CCAP).
a. Schedule of Charges
CLIN Description Quantity Unit Unit Price Amount
0001 Base Period - Commercial Capital Assessment Projections Support
0002 Option Period One
Commercial Capital Assessment Projections Support
0003 Option Period Two
Commercial Capital Assessment Projections Support
0004 Option Period Three
Commercial Capital Assessment Projections Support
0005 Option Period Four
Commercial Capital Assessment Projections Support
SECTION II - DESCRIPTION/SPECIFICATIONS
Statement of Objectives (SOO)
Title: Commercial Capital Assessment Projections (CCAP)
The Federal Housing Administration (FHA) seeks expert analytical and related services to provide an internal view of the General and Special Risk Insurance Fund (GI/SRI) and a small portion of the Mutual Mortgage Fund (MMI) (to be included in references to the GI/SRI fund) and assist the Federal Housing Administration (FHA) to manage the risk of its portfolio of commercial insured mortgage loans. The internal view and risk management is expected to be provided and accomplished by the contractor through a series of risk management and financial reports to be known as Commercial Capital Assessment Projections (CCAP). This Statement of Objectives (SOO): (1) describes the GI/SRI and MMIF and the cash flows to and from it; (2) describes the operating cycle and data sources contemplated for CCAP; and, (3) identifies eight tasks, four technical and two program objectives for CCAP as a basis for contractor proposals.
1. PURPOSE: The purpose of CCAP is to perform commercial portfolio risk analytics and conduct risk modeling in support of the Department of Housing and Urban Development's (HUD's) mission of providing affordable Multifamily housing and medical care services to underserved populations across the United States while safeguarding capital levels mandated by Congress.
2. SCOPE: The scope of this SOO is HUD commercial loan program performance modeling applying state of the art econometric, multivariate statistical and data mining techniques applied to the multifamily and healthcare portfolios for use in the President's Budget and for risk management purposes. CCAP covers all accumulated current and future capital resources and cash flows and related risks associated with GI/SRI and a small applicable portion of the MMI.
3. BACKGROUND: Transactions associated with the FHA's guarantee programs for commercial (commercial includes multifamily apartment complexes, hospitals, nursing homes, assisted living residences, Board and Care facilities) mortgages are recorded in an account of the federal government known as the GI/SRI. FHA has insured over 45,000 mortgages through the GI/SRI since 1970 of which over 13,000 are currently active. Aggregate insurance in force was $90 billion as of 9/30/14. Cash flows on these insurance policies result from both FHA's insurance operations and from transactions mandated by federal credit reform. Aggregate GI/SRI cash flows and performance measures are reported monthly.
CCAP will ensure that the cash flows and valuations arising from the mortgage insurance and federal credit reform transactions of the General and Special Risk Insurance Fund (GI/SRI) and the level, direction, and implications of the risks to the GI/SRI are made appropriately transparent and comprehensible as a basis for decisions.
Differences between previously forecast and subsequent actual values will be evaluated for out-of -tolerance outcomes and adjustments to models will be made where appropriate.
New reports and forecasts will be generated after the current accuracy and reliability of CCAP components has been established.
CCAP shall have a monthly operating cycle. New input data from FHA will be updated each month. Information drawn from FHA is the transfer of data the contractor might need from FHA. This pertains specifically to the FHA data subject to the GI/SRI Funds for which CCAP is requesting portfolio, valuation, and risk modeling. FHA will execute the data transfers dependent on the contractor's data needs and frequency. It is anticipated this data will be transferred on a regular basis, preferably monthly. Other appropriate sources such as data service providers of commercial data like REIS will be updated quarterly.The contractor provides a quarterly Excel file to HUD so the MFRA and OPIIS models can be updated. Without the quarterly updates the Government is unable to run the models which produce current ranking and ranking of all commercial properties. REIS data will be provided by HUD if necessary. New input data as needed for special projects principally at the direction of the Office of Management and Budget (OMB) will also be updated on a basis to be determined as the need arises. Generally such new inputs are required only once per year.
The Contractor shall provide a sound and effective model risk management to CCAP in accordance with principles and standards such as those established by the Federal Housing Finance Agency (AB-2013-07-Model-Risk-Management-Guidance) and The Federal Reserve Board and The Comptroller of the Currency (Supervisory Guidance on Model Risk Management). The Contractor shall also develop, document, operate and manage the CCAP in accordance with all applicable OMB Circulars (A-11, A-123 and A-129 (OMB Circulars)), and all applicable Federal Accounting and Audit Standards (Federal Accounting Standards Advisory Board (FASAB) Handbook).
4. PERFORMANCE OBJECTIVES
1. Analyze the content of appropriate FHA information systems to identify the data elements needed to best achieve each of CCAP's objectives and work with FHA personnel and contractors to develop, implement and operate processes to transfer that information to CCAP.
2. Provide risk measurement and monitoring information. Intended use: accurately and appropriately inform FHA decision-makers of monthly deviations between contractual, budgeted and actual GI/SRI loan performance and the risks causing those deviations (prepayments, delinquencies, claims, losses, recoveries, etc.) by risk category, cohort, portfolio and other appropriate aggregates by: (a) calculating monthly loan level contractual and actual loan performance measures for the FHA commercial portfolios; (b) allocating the differences by type of risk expressed as dollars, as a percent of contractual or budgeted cash flows, and as conditional and cumulative performance measures rates (performance measures include default, claim, and prepayment rates). Provide property disposition information. Intended use: accurately and reliably inform FHA decision-makers of historical and probable future note and property-level net proceeds by probability (1%, 5%, 10%, 25%, 50%, 75%, 90%, 95% and 99%) and method of disposition
3. Estimate the performance of the loan risk categories, cohorts and portfolios used to generate the guaranty liability. Intended use: as a component of FHA's financial statements as of each October 31st. FHA's loan guaranty liability is part of its annual financial statements which are targeted for completion at or soon after mid-November.
4. Provide menu-driven policy analyses. Intended use: (a) on a monthly basis, accurately and appropriately inform FHA decision-makers of the levels and trends of selected performance indicators (credit subsidy rate, delinquency rate, claim rate, loss rate, firm commitment volume, endorsement volume etc.) over the appropriate ranges of historical underwriting criteria, servicers, servicing and property disposition practices and cross-tabulations thereof by risk category, cohort, portfolio, program and other appropriate aggregates; and, (b) accurately and appropriately inform FHA decision-makers of the impacts of changes in selected historical loan performance indicators (credit subsidy rate, delinquency rate, claim rate, loss rate, firm commitment volume, endorsement volume etc.) that would have resulted from changes in the historical ranges of selected underwriting criteria, servicers, servicing and property disposition practices and cross-tabulations thereof by risk category, cohort, portfolio and other appropriate aggregates.
5. Provide policy analyses requiring new or extended methods, models and/or estimation. Intended use: (a) as needed, provide expert analytic services to adapt the CCAP software to accurately and appropriately inform FHA decision-makers of the probable impacts (1%, 5%, 10%, 25%, 50%, 75%, 90%, 95% and 99%) of adopting new underwriting criteria, Mortgage Insurance Premium (MIP) changes, servicing, eligibility requirements, loan size criteria, new program specifications, or other proposed program changes and property disposition practices on selected performance indicators (credit subsidy rate, delinquency rate, claim rate, refinance rate, loss rate, firm commitment volume, endorsement volume etc.) including cross-tabulations of new and existing criteria and practices by risk category, cohort, portfolio and other appropriate aggregates; (b) compare the projected performance to the pre-change historical performance; (c) where appropriate, add the analyses to the array of menu-driven policy analyses such that they can be rerun and downloaded after updating inputs but without additional contract labor effort.
6. Provide budget performance estimates and re-estimates. Intended use: enhance FHA's ability to effectively and efficiently achieve GI/SRI policy goals at minimal risk to taxpayers and to comply with GI/SRI capital ratio requirements by: (a) adapting information and models produced to achieve Objectives 1, 2, 3, 5, and 7 to accurately and reliably estimate probable credit subsidy rates and probable firm commitment and endorsement volumes for budget risk category, cohort, portfolios and corresponding re-estimates for outstanding risk category, cohort, portfolios and inform FHA decision-makers of their probable impacts on GI/SRI capital resources and the need for mandatory appropriations; (b) estimate the probable performance measures rates which correspond to probable credit subsidy rates; (c) estimate the probable impacts of the prescribed economic assumptions on probable GI/SRI performance measures and other key variables and, as needed, provide analytic support for Office of Management and Budget (OMB) approval of deviations from prescribed budget practices; and, (d) provide all budgetary materials in the formats prescribed by the OMB. OMB must approve risk models and budget models. The labor intensive budget process normally begins in October through December of each year.
7. Provide report storage and retrieval. Intended use: each report and similar output and its supporting data will be organized by the contractor for electronic storage with efficient, user friendly query and retrieval capabilities. Currently OPIIS stores these reports written in SAS. Provide reports and inquiry capability currently available in the OPIIS (Online Property Integrated Information Suite). Intended Use: To provide HUD/Housing available information reports on commercial property risk assessment for HUD Headquarters and the HUD Field Offices. Existing OPIIS Reports are provided as Attachments 1-3 (in pdf. Format), Section IX.
8. CCAP must provide the same services offered in OPIIS as referenced in section a-k below). OPIIS Data Element Dictionary is provided as Attachment 2 (in pdf. Format), in Section IX-Attachments
a. Provide access to approximately 2,000 HUD/Housing/FHA users nationwide including US Territories;
b. Help Desk with phone number and email to be controlled and maintained by the contractor for questions from field and HUD Headquarters;
c. In addition to the existing reports in OPIIS being replicated in the Base Year, up to 12 new reports will be developed in CCAP. Current reports and data base dictionary can be found at this WEB site http://hudatwork.hud.gov/HUD/housing/po/h/rmra/oe/opiis20/opiismenu20;
d. Business and model support on HUD at work website including updated Data Element Dictionary (DED) updates, training, etc.;
e. Provide full day to day operation and maintenance; The models and reports that constitute CCAP must be available to HUD on a 24 hour basis (minus downtime for nightly maintenance or upgrades). The maintenance function is multiple: 1) to add new reports to the Reports module; 2) add new factors or elements to CCAP when needed; 3) run or re-run the models when new data or updates are made available; 4) add new users or remove users; and 5) answer questions from users.
f. New tool development or enhancement similar to the Property Review Template tool on an as-needed basis. The model changes are more service-provider driven than HUD driven and therefore the service provider must update changes on mutually agreed upon timeframes. The Template currently used in OPIIS named OPIIS Property Review Template is provided as Attachment 3 (in Word. Format), in Section IX-Attachments;
g. Model and Tool documentation;
h. Model and Tool user support hours will be provided each year and in what format,
i. Fully document, test, and implement any new data additions and changes to models, tools and database(s). Contractor will be responsible for new script development to support model, tool and database changes and additions;
j. Ad-hoc data requests - up to 12 per month - be handled for data requests from Sr. Management, program areas, Capitol Hill, etc.;
k. Contractor will be responsible for any special analysis requested by HUD Office of Risk Management that requires a deep dive into the system. Contract shall allow for up to 6 special analyses a year.
Special analyses are required when we get questions from Congress, Secretary, White House or OMB. SMEs are needed to perform these analyses. Some of these analyses are studies that require hundreds of hours to perform. The recommendations and conclusions of these studies must be comprehensible to HUD officials and layman and needs to include the level of reliability and accuracy of its results.
5. TECHNICAL OBJECTIVES:
1. Model Risk Management: Each CCAP task objective must be achieved within a contractor-provided framework effectively designed to manage model risk to within tolerable levels. Tolerable levels will be mutually determined by the Office of Risk Management and Regulatory Affairs (ORMRA) and the contractor at the onset of the contract and reflected in the management plan.
2. Transparency: CCAP must be transparent and easy to use without the help of the contractor. Each component of the CCAP must be adequately documented so as to: (1) prevent key person or contractor dependency; (2) enable proper operation; (3) facilitate independent review with minimal contractor assistance required; and, (4) reduce risk when report or model is changed.
3. Credibility: All information produced by each CCAP component must be authoritatively credible as evidenced by professional acceptance as best practices of the methods used to produce the information and the recognized expertise of the Contractor in the fields of financial analysis and modeling, financial risk management, mortgage analytics and mortgage insurance and as required by FHA, OMB, or other governmental standards (see Background above). All inputs for loan guaranty liability must conform to all accounting and audit standards, and other authoritative pronouncements applicable to FHA and conform to concepts and guidance provided by the OMB. Inputs: all risk measurement and model assumptions and data must be appropriate, accurate and complete. Appropriate, accurate and complete will be determined by the ORMRA and reflected in the management plan. Compliance for each CCAP component must at all times be fully compliant with all applicable laws, regulations, circulars, accounting and audit standards and related guidance and other authoritative pronouncements. The contractor must provide documentary evidence of authoritative knowledge and successful experience at designing, developing, testing, documenting, implementing, operating and maintaining financial risk measurement, econometric, statistical forecasting, and management models to applicable federal standards.
4. Outputs: All information generated by the CCAP must include a brief, thorough assessment of its accuracy and reliability. Such assessments will include monthly comparisons of predicted and actual outcomes to ensure that differences remain within tolerances. Tolerances will be mutually determined by the ORMRA and the contractor and reflected in the management plan.
6. PROGRAM OBJECTIVES:
1. Ownership: Ownership: FHA must own all versions of the CCAP processes, models, reports, data and related documentation. The contractor is required to host the models, tools, and data in a secure location to FHA. At the end of the contract all versions of the CCAP processes, models, tools, databases, reports, data, and related documentation shall be in the possession of HUD or its designated custodian.
2. Computing and related capacity: CCAP must be supported by enough computer hardware, software, and personnel related resources to facilitate achievement of its efficiency objective. This includes updating documentation and reporting requirements in a timely manner. Timeliness will be determined by the ORMRA and reflected in the management plan.
a. Draft and final deliverables, with supporting work papers shall be delivered electronically. Based on the industry standard of similarly provided services, this includes a user access portal established on the web that allows for direct requests and downloads without limitation. The Contractor may propose the required strategy for the access and delivery of the analytical services and deliverables to meet the objectives outlined herein as part of their proposal. The GTM/GTR shall provide date and time when the draft and final reports when the supporting documentation are due. These reports shall be delivered to the GTM/GTR electronically.
b. Satisfactory performance of this contract shall be deemed to occur upon performance of the work and upon delivery and acceptance by the General Technical Representative (GTR) or the General Technical Monitor (GTM).
c. Unless otherwise specified, deliveries shall be made Mondays through Fridays (excluding Federal Holidays & Executive Order) between the hours of 8:30 a.m. and 5:30 p.m.(local time). Services scheduled for delivery on a Federal holiday shall be made the following day.
8. SCHEDULE OF DELIVERABLES:
All documentation/deliverables called for herein shall be made in accordance with the Performance Work Statement (PWS) received from the Contractor and as agreed upon at contract award. The deliverables and schedule are expected to be proposed by the contractor in the PWS response and the Technical Approach of this Solicitation.
9. PLACE AND METHOD OF DELIVERY
All documentation/deliverables shall be delivered to the GTR/GTM in electronic format.
10. PERIOD OF PERFORMANCE
The period of performance is a twelve month base period with four 12 month option periods.
11. PLACE OF PERFORMANCE
Services shall be performed at the contractor's facility.
12. QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)
The Government may use a Quality Assurance Surveillance Plan (QASP) to monitor the quality of the Contractor's performance. The oversight provided for in the contract/order and in the QASP will help to ensure that service levels reach and maintain the required levels throughout the contract/order term. Further, the QASP provides the Government Technical Representative (GTR) and or Government Technical Monitor (GTM) with a proactive way to deter unacceptable or deficient performance and provides verifiable input for the required Past Performance Information Assessments. A draft QASP shall accompany any proposal submitted in response to this SOO. The QASP will be finalized immediately following award and a copy provided to the Contractor after award. The QASP is a living document and may be updated by the Government as necessary.
13. DATA RIGHTS
The Government will retain rights of all data produced in the course of developing, deploying, training, using, and supporting this requirement.
SECTION III - CONTRACT CLAUSES
1. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS. (May 2015)
(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --
(1) Within a reasonable time after the defect was discovered or should have been discovered; and
(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.
(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.
(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.
(d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.
(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.
(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --
(i) Name and address of the Contractor;
(ii) Invoice date and number;
(iii) Contract number, contract line item number and, if applicable, the order number;
(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;
(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;
(vi) Terms of any discount for prompt payment offered;
(vii) Name and address of official to whom payment is to be sent;
(viii) Name, title, and phone number of person to notify in event of defective invoice; and
(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.
(x) Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.
(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer- System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.
(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.
(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.
(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.
(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 contract line item or subline item, if applicable; and
(D) Contractor point of contact.
(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.
(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.
(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.
(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if-
(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;
(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or
(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).
(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.
(v) Amounts shall be due at the earliest of the following dates:
(A) The date fixed under this contract.
(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.
(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-
(A) The date on which the designated office receives payment from the Contractor;
(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or
(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.
(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.
(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:
(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.
(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.
(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.
(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.
(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.
(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.
(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:
(1) The schedule of supplies/services.
(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.
(3) The clause at 52.212-5.
(4) Addenda to this solicitation or contract, including any license agreements for computer software.
(5) Solicitation provisions if this is a solicitation.
(6) Other paragraphs of this clause.
(7) The Standard Form 1449.
(8) Other documents, exhibits, and attachments.
(9) The specification.
(t) System for Award Management (SAM).
(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.
(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to:
(A) Change the name in the SAM database;
(B) Comply with the requirements of Subpart 42.12 of the FAR;
(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.
(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.
(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.
(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.
(u) Unauthorized Obligations.
(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:
(i) Any such clause is unenforceable against the Government.
(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.
(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)
SECTION IV - ADDENDUM TO 52.212-4; AND ADDITIONAL CONTRACT CLAUSES
(1) HUDAR 2452.232-70 PAYMENT SCHEDULE AND INVOICE SUBMISSION (FIXED-PRICE (DEC 2012) Alternate II (Deviation May 2015)
(a) Payment Schedule. Payment of the contract price (see Section B of the contract) will be made
upon completion and acceptance of all work.
The contractor shall submit invoices electronically via email to the email addresses shown on the contract award document (e.g., block 12 of the Standard Form (SF) 26, block 25 of the SF-33, or block 18a of the SF-1449) and carbon copy the Contracting Officer and the Government Technical Representative (GTR). To constitute a proper invoice, the invoice must include all items required by the FAR clause at 52.232-25, "Prompt Payment." The contractor shall clearly include in the Subject line of the email: INVOICE INCLUDED; CONTRACT/ORDER #: _______________, INVOICE NUMBER _______________ and Contract Line Item Number(s) _________________.
(b) Submission of Invoices.
(1) The Contractor shall obtain access and submit invoices to the Department of Treasury Bureau of Fiscal Services' Invoice Platform Processing System via the Web at URL:
in accordance with the instructions on the Web site. To constitute a proper invoice, the invoice
must include all items required by the FAR clause at 52.232-25, "Prompt Payment."
(2) To assist the government in making timely payments, the contractor is also requested to
include on each invoice the appropriation number shown on the contract award document (e.g.,
block 14 of the Standard Form (SF) 26, block 21 of the SF-33, or block 25 of the SF-1449).
(End of Alternate II)
(2) HUDAR 2452.237-70 KEY PERSONNEL (FEB 2006)
(a) Definition. "Personnel" mean employees of the contractor, or any subcontractor(s), affiliates, joint venture partners, or team members, and consultants engaged by any of those entities.
(b) The personnel specified below are considered to be essential to the work being performed under this contract. Prior to diverting any of the specified individuals to other projects, the contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the contractor without the written consent of the Contracting Officer. Key personnel shall perform as follows:
[List Key Personnel and/or positions, and tasks, percentage of effort, number of hours, etc., for which they are responsible, as applicable.]
Name Title Task % of Effort
(3) HUDAR 2452.237-73 CONDUCT OF WORK AND TECHNICAL GUIDANCE (DEC 2012)
(a) The Contracting Officer will provide the contractor with the name and contact information of the Government Technical Representative (GTR) assigned to this contract. The GTR will serve as the contractor's liaison with the Contracting Officer with regard to the conduct of work. The Contracting Officer will notify the contractor in writing of any change to the current GTR's status or the designation of a successor GTR.
(b) The GTR will provide guidance to the contractor on the technical performance of the contract. Such guidance shall not be of a nature which:
(1) causes the contractor to perform work outside the performance work statement or specifications of the contract;
(2) Constitutes a change as defined in FAR 52.243-1;
(3) Causes an increase or decrease in the cost of the contract;
(4) Alters the period of performance or delivery dates; or
(5) Changes any of the other express terms or conditions of the contract.
(c) The GTR will issue technical guidance in writing or, if issued orally, he/she will confirm such direction in writing within five calendar days after oral issuance. The GTR may issue such guidance via telephone, facsimile (fax), or electronic mail.
(d) Certain of the GTR's duties and responsibilities may be delegated to one or more Government Technical Monitors (GTMs) (see HUDAR subpart 2402.1). The Contracting Officer will notify the contractor in writing of the appointment of any GTMs.
(e) Other specific limitations None:
(f) The contractor shall promptly notify the Contracting Officer whenever the contractor believes that guidance provided by any government personnel, whether or not specifically provided pursuant to this clause, is of a nature described in paragraph (b) above
(4) FAR 52.212-5 -- CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS. (NOV 2015)
(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)
(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108- 77 and 108-78 (19 U.S.C. 3805 note)).
(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.]
X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).
X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).
__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)
X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).
__ (5) [Reserved].
X (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).
__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).
X (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).
X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).
__ (10) [Reserved].
__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).
__ (ii) Alternate I (Nov 2011) of 52.219-3.
__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
__ (ii) Alternate I (JAN 2011) of 52.219-4.
__ (13) [Reserved]
X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).
__ (ii) Alternate I (Nov 2011).
__ (iii) Alternate II (Nov 2011).
__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).
__ (ii) Alternate I (Oct 1995) of 52.219-7.
__ (iii) Alternate II (Mar 2004) of 52.219-7.
X (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).
__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637(d)(4)).
__ (ii) Alternate I (Oct 2001) of 52.219-9.
__ (iii) Alternate II (Oct 2001) of 52.219-9.
__ (iv) Alternate III (Oct 2015) of 52.219-9.
__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).
X (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (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 (Nov 2011) (15 U.S.C. 657 f).
X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).
__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).
__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).
X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).
_X_ (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).
X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
X (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).
X (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).
X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).
X (31) 52.222-37, Employment Reports on Veterans (OCT 2015) (38 U.S.C. 4212).
X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).
X (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).
__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).
X (34) 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.)
__ (35)(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.)
__ (36)(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.
__ (37)(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.
__ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).
__ (39)(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.
X (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).
__ (41) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).
__ (42)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109- 169, 109-283, 110-138, 112-41, 112-42, and 112-43.
__ (ii) Alternate I (May 2014) of 52.225-3.
__ (iii) Alternate II (May 2014) of 52.225-3.
__ (iv) Alternate III (May 2014) of 52.225-3.
__ (43) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).