Contract (Order No. 24322624F0016) between U.S. Office of Personnel Management and Identity Theft Guard Solutions, LLC dated December 27, 2023

EX-10.23 2 zfox-ex10_23.htm EX-10.23 EX-10.23

Exhibit 10.23

 

 

 

OP DELPHI EINVOICING https://einvoice.esc.gov OPM Delphi eInvoicing System W87HKT8TQJP5 IS CHECKED SEE ADDENDUM 18a. PAYMENT WILL BE MADE BY CODE CODE CODE FACILITY 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER OFFEROR OPM 243226 See Schedule CODE OPM 42AA 16. ADMINISTERED BY CODE X 561450 SIZE STANDARD: OPM 243226 UNRESTRICTED OR SET ASIDE: % FOR: REQUEST FOR PROPOSAL (RFP) INVITATION FOR BID (IFB) CODE 10. THIS ACQUISITION IS REQUEST FOR QUOTE (RFQ) 14. METHOD OF SOLICITATION 13b. RATING NORTH AMERICAN INDUSTRY CLASSIFICATION STANDARD (NAICS): SMALL BUSINESS Elizabeth Finley 24322624F0016 (No collect calls) INFORMATION CALL: FOR SOLICITATION a. NAME b. TELEPHONE NUMBER 8. OFFER DUE DATE/LOCAL TIME 3. AWARD/ 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1 67 TELEPHONE NO. BEAVERTON OR 970052158 4145 SW WATSON AVE STE 400 Attn: IAN KELLY IDENTITY THEFT GUARD SOLUTIONS, INC. 17a. CONTRACTOR/ Washington DC 20416 1900 E St NW, Rm 5475 Office of the Chief Financial Offic Office of the Chief Financial Offic 15. DELIVER TO Washington DC 20415-7710 Room 1342 1900 E St. NW US Office of Personnel Management 9. ISSUED BY 7. GS-23F0037T 2. CONTRACT NO. EFFECTIVE DATE $41 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW ISSUE DATE DELIVERY FOR FREE ON BOARD (FOB) DESTINATION UNLESS BLOCK IS MARKED 11. X SEE SCHEDULE 12. DISCOUNT TERMS PROMPT NET 30 THIS CONTRACT IS A RATED ORDER UNDER THE DEFENSE PRIORITIES AND ALLOCATIONS SYSTEM - DPAS (15 CFR 700) 13a. SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS (SDVOSB) HUBZONE SMALL BUSINESS 8(A) OPO - DC WOMEN-OWNED SMALL BUSINESS (WOSB) ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS (EDWOSB) 24. AMOUNT 23. UNIT PRICE 22. UNIT 21. QUANTITY 20. SCHEDULE OF SUPPLIES/SERVICES 19. ITEM NO. ADMINISTERED BY: OPO - DC US Office of Personnel Management 1900 E St. NW Room 1342 Washington DC 20415-7710 USA 1.) This document establishes a fixed priced task order between the Office of Personnel Management ("OPM") and Identity Theft Guard Solutions, Inc. ("IDX"). This task order is issued under the (Use Reverse and/or Attach Additional Sheets as Necessary) $[***] HEREIN, IS ACCEPTED AS TO ITEMS: X X X DATED Elizabeth Finley . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH 1 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ARE ARE 31c. DATE SIGNED 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print) ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED. 27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA 26. TOTAL AWARD AMOUNT (For Government Use Only) OFFERSTANDARD FORM 1449 (REV. 11/2021) Prescribed by GSA - FAR (48 CFR) 53.212 ARE NOT ATTACHED. ARE NOT ATTACHED. AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE 30b. NAME AND TITLE OF SIGNER(Type or print) 30a. SIGNATURE OF OFFEROR/CONTRACTOR 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 25. ACCOUNTING AND APPROPRIATION DATA See schedule 29. AWARD OF CONTRACT: REFERENCE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL


 

 

 

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: 32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED 38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY 37. CHECK NUMBER PARTIAL FINAL 36. PAYMENT PARTIAL FINAL 35. AMOUNT VERIFIED CORRECT FOR 33. SHIP NUMBER 34. VOUCHER NUMBER COMPLETE 32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS 42b. RECEIVED AT (Location) 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT STANDARD FORM 1449 (REV. 11/2021) BACK 24. AMOUNT 23. UNIT PRICE 22. UNIT 21. QUANTITY 20. SCHEDULE OF SUPPLIES/SERVICES 19. ITEM NO. 00001 0.00 00002 0.00 terms and conditions of Request for Quotation (RFQ) 24322623Q0086, IDX' GSA Schedule Contract GS-23F-0037T, and IDX' Technical and Price Quotations dated Nov. 14, 2023. 2.) The Transition-In Period is hereby executed from January 1, 2024 to June 30, 2024. The Base Period services will begin on July 1, 2024 through June 30, 2025. 3.) The current Task Order obligation amount is $[***]. The Base Period will be obligated in the amount of $[***] via a separate modification in Q3 of FY24. Accounting Info: 0000000000.0000.0000000000.0000000000.00000.000000 00.0000000000.0000000000.0000000000.0000000000 Period of Performance: 01/01/2024 to 09/30/2028 Transition-In Period: This is a firm fixed priced CLIN for all transition-in services described in the attached PWS. Award Type: Firm-fixed-price Period of Performance: 01/01/2024 to 06/30/2024 Base Period: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount of $[***] for services described in the Continued ... 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 2 of 67


 

 

 

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 3 67 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF IDENTITY THEFT GUARD SOLUTIONS, INC. (A) (B) (C) (D) (E) (F) GS-23F0037T/24322624F0016 00003 0.00 10001 0.00 10002 0.00 20001 0.00 attached PWS. Award Type: Firm-fixed-price $[***] Period of Performance: 07/01/2024 to 06/30/2025 Base Period: Offline Mailed Alternative: This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Period of Performance: 07/01/2024 to 06/30/2025 Option Period I: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount of $[***] for services described in the attached PWS. Award Type: Firm-fixed-price Amount: $[***](Option Line Item) Period of Performance: 07/01/2025 to 06/30/2026 Option Period I: Offline Mailed Alternative -This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Amount: $[***](Option Line Item) Period of Performance: 07/01/2025 to 06/30/2026 Option Period II: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110


 

 

 

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 4 67 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF IDENTITY THEFT GUARD SOLUTIONS, INC. (A) (B) (C) (D) (E) (F) GS-23F0037T/24322624F0016 20002 0.00 30001 0.00 30002 0.00 40001 0.00 of $[***] for services described in the attached PWS. Award Type: Firm-fixed-price Amount: $[***](Option Line Item) Period of Performance: 07/01/2026 to 09/30/2026 Option Period II: Offline Mailed Alternative - This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Amount: $[***](Option Line Item) Period of Performance: 07/01/2026 to 09/30/2026 Option Period III: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount of $[***] for services described in the attached PWS. Award Type: Firm-fixed-price Amount: $[***](Option Line Item) Period of Performance: 10/01/2026 to 03/31/2027 Option Period III: Offline Mailed Alternative - This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Amount: $[***](Option Line Item) Period of Performance: 10/01/2026 to 03/31/2027 Option Period IV: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount of $[***] for services described in the attached PWS. Award Type: Firm-fixed-price Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110


 

 

 

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 5 67 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF IDENTITY THEFT GUARD SOLUTIONS, INC. (A) (B) (C) (D) (E) (F) GS-23F0037T/24322624F0016 40002 0.00 50001 0.00 50002 0.00 60001 0.00 Amount: $[***](Option Line Item) Period of Performance: 04/01/2027 to 09/30/2027 Option Period IV: Offline Mailed Alternative - This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Amount: $[***](Option Line Item) Period of Performance: 04/01/2027 to 09/30/2027 Option Period V: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount of $[***] for services described in the attached PWS. Award Type: Firm-fixed-price Amount: $[***](Option Line Item) Period of Performance: 10/01/2027 to 03/31/2028 Option Period V: Offline Mailed Alternative - This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Amount: $[***](Option Line Item) Period of Performance: 10/01/2027 to 03/31/2028 Option Period VI: Total Solution CM IPS Services - this is a firm fixed priced CLIN in the amount of $[***] for services described in the attached PWS. Award Type: Firm-fixed-price Amount: $[***](Option Line Item) Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110


 

 

 

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 6 67 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF IDENTITY THEFT GUARD SOLUTIONS, INC. (A) (B) (C) (D) (E) (F) GS-23F0037T/24322624F0016 60002 0.00 70001 0.00 Period of Performance: 04/01/2028 to 09/30/2028 Option Period VI: Offline Mailed Alternative - This is a not to exceed CLIN for the Offline Mailed Alternative as described in PWS Section 5.10 not to exceed [***] offline mailed alternative enrollees at a rate of $[***] per enrollee for a total CLIN value not to exceed $[***]. Amount: $[***](Option Line Item) Period of Performance: 04/01/2028 to 09/30/2028 Optional Transition Out: The is a firm priced priced CLIN in the amount of $[***]. This sixmonth optional transition out period may run concurrently with any option period including the Option to Extend Services IAW FAR 52.217-8. Award Type: Firm-fixed-price Amount: $[***](Option Line Item) Period of Performance: 04/01/2028 to 09/30/2028 The following documents are hereby incorporated into and made a part of this Task Order, listed i1n. oRrFdQe r2 4o3f2 2p6r2e3cQe0d0e8n6c e(:incorporated by reference) 2. PWS (incorporated in full text) 3. IDX' GSA Schedule contract GS-23F-0037T (incorporated by reference) 4. FAR and OPM Specific Clauses (incorporated in full text) 5. IDX's Technical and Price Quotations dated Nov. 14, 2023 (incorporated by reference) The total amount of award: $247,888,900.00. The obligation for this award is shown in box 26. NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110