4-Clauses&Provisions-FTA-7a-73351019C0009-REVISED-03062019.docx

Clauses & Provisions 73351019C0009 –Fiscal Transfer Agent – SBA 7(a) Loan Guaranty Program - 2019

CLAUSES (will be incorporated into contract award)

52.202-1, Definitions (NOV 2013)

52.203-3, Gratuities (APR 1984)

52.203-5, Covenant Against Contingent Fees (MAY 2014)

52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006)

52.203-7, Anti-Kickback Procedures (MAY 2014)

52.203-8, Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (MAY 2014)

52.203-10, Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

52.203-12, Limitation on Payments to Influence Certain Federal Transactions (OCT 2010)

52.203-13, Contractor Code of Business Ethics and Conduct. (OCT 2015)

52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (APR 2014)

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

52.204-4, Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011)

52.204-7, System for Award Management (OCT 2016)

52.204-9, Personal Identity Verification of Contractor Personnel (Jan 2011)

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (AUG 2012)

52.204-19, Incorporation by Reference of Representations and Certifications (DEC 2014)

52.204-21, Basic Safeguarding of Covered Contractor Information Systems (JUN2016)

52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL2018)

52.209-2, Prohibition on Contracting with Inverted Domestic Corporations – Representation (NOV 2015)

52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (OCT 2015)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (FEB 2012)

52.209-10, Prohibition on contracting with Inverted Domestic Corporations (NOV 2015)

52,209-11, Representation by corporations Regarding Delinquent Tax Liability or a Felony conviction under any Federal Law (FEB 2016)

52.209-13, Violation of Arms Control Treaties or Agreements – Certification (JUN 2018)

52.215-1, Instructions to Offerors – Competitive Acquisition (JAN 2017)

52.215-19, Notification of Ownership Changes (OCT 2997)

52.216-1. Type of Contract (APR 1984) The Government contemplates award of the following type of contract resulting from this solicitation:

The Contractor is not compensated under this contract with appropriated funds. The contract type is a no-cost to the Government. The Contractor is compensated with fees generated by the secondary market activity for the SBA 7(a) guaranteed loans, in accordance with the Performance-Based Statement of Work (SOW), and Contractor’s Pricing Schedule.

The Contractor fees are firm, fixed, and fully loaded. Contractor’s fees, as stated on its Pricing Schedule, represent Contractor’s sole compensation pursuant to this Contract.

52.217-8, Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 7 days of the contract expiration date.

52.217-9, Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 7 days of the contract expiration date; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 7 days (60 days unless a different number of days is inserted) before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 84 months / seven years.

52.222-3, Convict Labor (JUN 2003)

52.222-17, Nondisplacement of Qualified Workers (MAY 2014)

52.222-21, Prohibition of Segregated Facilities (APR 2015)

52.222-35, Equal Opportunity for Veterans (OCT 2015)

52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014)

52.222-41, Service Contract Labor Standards (AUG 2018))

52.222-50, Combating Trafficking in Persons (FEB 2009)

52.222-54, Employment Eligibility Verification (OCT 2015)

52.223-6, Drug-Free Workplace (MAY 2001)

52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

52.224-1, Privacy Act Notification (APR 1984)

52.224-2, Privacy Act (APR 1984)

52.225-1, Buy American Act – Supplies (MAY 2014)

52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008)

52.225-25 Prohibition on Engaging in Sanctioned Activities Relating to Iran-Certification (AUG 2018)

52.227-1 Authorization and Consent (DEC 2007)

52.227-14, Rights in Data - General (MAY 2014)

52.227-22, Major System - Minimum Rights (JUN 1987)

52.228-5, Insurance - Work on a Government Installation (JAN 1997)

52.228-7, Insurance – Liability to Third Persons (MAR 1996)

52.229-3, Federal State and Local Taxes (FEB 2013)

52.232-19, Availability of Funds for the Next Fiscal Year (APR 1984)

52.232-23, Assignment of Claims (MAY 2014)

52.232-39, Unenforceability of Unauthorized Obligations (JUN 2013)

52.233-1, Disputes, Alternative I (DEC 1991)

52.233-2, Service of Protest (SEP 2006)

52.233-3, Protest after Award (AUG 1996)

52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)

52.237-2, Protection of Government Buildings, Equipment, and Vegetation (APR 1984)

52.237-3, Continuity of Services (JAN 1991)

52.239-1, Privacy or Security Safeguards (AUG 1996)

52.242-13, Bankruptcy (JUL 1995)

52.242-15, Stop-Work Order (AUF 1989)

52.243-1, Changes – Fixed Price (Alternate 1 – APR 1984)

52.244-6, Subcontracts for Commercial Items (JAN 2019)

52.246-20, Warranty of Services (MAY 2001)

52.249-4, Termination for Convenience of the Government (Services) (Short form). (APR 1984)

52.249-8, Default (Fixed-Price Supply and Service) (APR 1984)

52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more 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/these address(es): www.acquisition.gov/far/ .

PROVISIONS (How to submit the proposal and how the evaluation will be made) (PROVISIONS will not be incorporated into contract award)

Please note that “Offeror,” “offeror,” “Contractor,” and “contractor” are interchangeable throughout the contract documents.

Contractor submission of its offer shall be made only by paper using the U. S. Postal Service or a Delivery Service to:

Cheryl T. Flanagan, Contracting Officer U. S. Small Business Administration Denver Finance Center, Acquisition Division 721 – 19th St., Third Floor Denver, CO 80202

Contractor’s proposal shall be complete, in accordance with these solicitation provisions, and received by the Contracting Officer no later than 3 p.m., Mountain Time on March 19, 2019.

Proposals shall include only the following:

(1) SF-1447 (complete blocks 13 & 27), filled-in, signed and dated. Submit one copy. Include the DUNS number of the Offeror, and two contact names and email addresses in block 13. Signature and date shall be by someone who can obligate the Offeror. In box 11, fill in “180” to verify that Contractor’s offer will be open for acceptance by the SBA for 180 calendar days from the solicitation closing date.

(2) TECHNICAL PROPOSAL – FOUR (4) VOLUMES

I. Technical Approach, VOLUME ONE – Submit four copies.

Offeror shall state all pertinent aspects to its approach for performing the work defined in the Performance-Based Statement of Work (SOW). Technical Approach will be evaluated as part of Factor 1, Technical Ability. This technical approach shall be written in 12-point font, written on one-side only of each page, may be single or double-spaced, and of no more than 50 pages for the Technical Approach.

As part of its Technical Approach, Offeror shall attach the following documents behind an identifying tab for each. No page limitation for each tab and each tab does not count toward the 50-page limitation under the Technical Approach:

· The Baseline Project Management Plan (BPMP);

· The Quality Assurance Surveillance Plan (QASP);

· The Transition Plan (Phase-In and Phase-Out); and

· After-Hours Support Plan.

II. Personnel Approach, VOLUME TWO – 3 Elements Submit four copies.

Offeror shall state all pertinent aspects for its Personnel Approach. At a minimum include the following three elements in its Personnel Approach for performing the work defined in the SOW. Personnel Approach will be evaluated as part of Factor 1, Technical Ability. No page limitation for each element:

· Element 1) Project Manager and Key Personnel - resumes and position descriptions;

· Element 2) Personnel Management Plan; and

· Element 3) Work Plan and Staffing Plan.

III. Management Approach, VOLUME THREE – 2 Elements Submit four copies.

Offeror shall state all pertinent aspects to its Management Approach. At a minimum include the following two elements in its Management Approach for performing the work defined in the SOW. Management Approach will be evaluated as part of Factor 1, Technical Ability. No page limitation for each element:

· Element 1) Management Plan and Background; and

· Element 2) Conflict of Interest Plan.

IV. Business Approach, VOLUME FOUR – 6 Elements Submit four copies.

Offeror shall state all pertinent aspects to its Business Approach. At a minimum include the following six elements in its Business Approach for performing the work defined in the SOW. Business Approach will be evaluated as part of Factor 1, Technical Ability. No page limitation for each element:

· Element 1) Audited Financial Statements;

· Element 2) Bonding and Insurance;

· Element 3) Description of Costs and Profit;

· Element 4) Business Capacity;

· Element 5) Subcontracting Plan; and

· Element 6) Conflict of Interest Certification.

Attach a signed Non-Disclosure Agreement (NDA) for the Contractor and for any identified subcontractor. See Attachment 16 of the Statement of Work for the required form. Following award Contractor will be required to provide signed NDAs for all personnel, whether employees or subcontractors, who perform work under this contract.

(3) PAST PERFORMANCE / PAST EXPERIENCE – FACTOR 2

Submit four copies. Offeror shall state its Past Performance using the provided form and will be evaluated for Factor 2. No page limitation.

(4) PRICING SCHEDULE – FACTOR 3

Submit four copies. Offeror shall complete fully the Pricing Schedule using the provided form and will be evaluated for Factor 3. No page limitation.

(5) Exceptions or Changes to the Contract Terms and Conditions. Submit one copy.

(6) Flashdrive that includes all parts of Contractor’s proposal.

Instructions Applicable to all volumes and parts of Offeror’s Proposal

Representations and Certifications shall be completed by the Contractor on the System for Award Management (SAM) website and shall not be included with Contractor’s Proposal. Contractor shall also register for the NAICS Code of 523991 on the SAM website.

A complete proposal includes:

(1) a signed SF-1447;

(2) the Technical Proposal inclusive of all required Volumes, Elements, and attachments;

(3) a completed Past Performance / Past Experience (blank template provided);

(4) a completed Pricing Schedule (blank pricing schedule provided);

(5) if applicable, any exceptions and proposed changes to contract terms and conditions; and

(6) a thumb drive containing the complete proposal.

The identified five (5) parts of the Proposal shall be submitted separately from each other. All documents shall be printed on one side only. Print type must be at a minimum 12-point font. Spacing may be single or double-spaced.

Each page of Contractor’s proposal shall be labeled in the footer with Contractor’s name, part of proposal (for example, Business Approach) and numbered. Pages provided in excess of any limitation will not be reviewed or included in the evaluation. Illustrations and charts may be included and will be counted toward any page limitation. Cover pages and tables of content are allowed and do not count toward any page limitation.

Each of the four volumes of the Technical proposal and all parts of Contractor’s proposal shall include a cover page that clearly identifies the Contractor and the part of the proposal the volume or part represents. The cover page shall include: (1) Volume or part identification, and (2) Legal Business Name, DUNS number, Cage Code, physical address, mailing address if different, phone number, and two contact names with email addresses for the Contractor. If Contractor/Offeror is a team or joint venture, include this information for each entity. If Contractor/Offeror proposes to use certain subcontractors, include this information for each identified subcontractor.

Do not include in the Technical Proposal additional brochures, sales materials, or any other additional written matter of any nature. Attach only the requested documents.

Do not use extra binding. Please use staples only.

The Government does not assume the duty to search for clarifications or to cure problems it may find in a Contractor’s proposal.

Note that the two working email addresses on the cover pages for the primary entity for the Contractor’s proposal may be used by the Contracting Officer (CO) for communications or notices. Offeror may only communicate with the SBA through the CO concerning this acquisition during the acquisition process.

The Government will not pay any costs associated with the preparation and submission of a proposal in response to the Request for Proposal (RFP).

Additional Detail Technical Approach – Volume One of Contractor’s Technical Proposal (limitation of 50 pages) The Technical Approach - Volume One of Contractor’s Technical Proposal shall be sufficiently specific, detailed, and complete to clearly and fully demonstrate that the Contractor has a thorough understanding of the Solicitation’s requirements. The Technical Approach shall contain sufficient detail to indicate the proposed means for complying with all the requirements in the performance-based Statement of Work (SOW), and shall include a complete explanation of the techniques and procedures to be utilized by the Contractor in performing the SOW.

A Standard Operating Procedure (SOP) format is desired, but not mandatory. It is recommended that the Technical Approach include receipt of input, process for performance, quality, timelines and productivity standards for output, and proposed process improvements for each of the requirements or tasks.

The following information shall be part of the Technical Approach:

· The Technical Approach shall cover all requirements and tasks of the SOW, and thoroughly address the Contractor’s capability to provide the defined services.

· Contractor shall address how it will meet the schedule for deliverables.

· Contractor shall describe the approach, methodology, techniques, or plan to accomplish the tasks set forth in the SOW, and include the products and services that are needed to satisfy the SOW requirements.

· Contractor shall describe its overall technical solutions, taking into consideration future uncertainties regarding the size and nature of the workload. Contractor shall describe its ability to meet the SBA’s IT requirements.

· Contractor shall explain how systems will be established for planning and control of all activities.

· Contractor shall explain how contract deliverables will be tracked, and how data exchange will be established to facilitate technical direction and prioritization of work;

· Contractor shall include clear operating procedures for assigning and recording activities, tasks, and subtasks;

· Contractor shall describe in detail the plans to ensure an effective and timely response to SBA and Public enquiries.

· Contractor shall propose recommended process improvements.

· Contractor shall provide any underlying assumptions and constraints significantly affecting its conceptual approach. Contractor’s discussion shall include a discussion of cost/performance trade-offs and risks associated with its conceptual approach. Contractor shall include how risks will be mitigated. By explaining how its technical solution will be implemented, Contractor shall aim to provide insightful details on the substance of its proposal.

· Contractor shall identify any proposed utilization of subcontractor resources.

· If Contractor/Offeror is a team, it shall identify its members and each member’s responsibilities for performing the SOW tasks. Contractor shall identify the team lead that will sign the contract and have the legal contractual relationship with the SBA.

· If Contractor/Offeror is a team, or using a subcontractor, it shall provide detailed information as to previous contractual work it has performed with that team member or that subcontractor. Include dates and a description of the tasks, time schedules, and required quality standards.

· Contractor shall propose the quality control methodology it envisions as appropriate for this effort.

· Contractor may propose alternative approaches and deliverables to meet SBA’s requirements and schedules.

· Contractor shall discuss how it will meet security requirements.

· Contractor shall discuss its plan for transition at the beginning of the contract and at the end of the contract.

As part of the Technical Approach within the overall Technical Proposal, please include the following attachments behind an identifying tab for each:

· Tab 1: The Baseline Project Management Plan (BPMP).

· Tab 2: The Quality Assurance Surveillance Plan (QASP). The QASP shall be written so that it can be implemented during transition and be fully implemented on the first day of full performance. General statements, marketing materials, and references to corporate philosophy are not considered helpful or appropriate

· Tab 3: The Transition Plan (Phase-In and Phase-Out). Describe a detailed implementation approach for assuming the responsibility for the SOW. Include training requirements, schedule, and SOW compliance.

· Tab 4: After-Hours Support Plan.

Additional Detail Personnel Approach – Volume Two of the Contractor’s Technical Proposal The Personnel Approach shall consist of the following 3 Elements (no page limitation for each element):

Element 1 – Project Manager and Key Personnel Resumes One resume shall be provided for each proposed Project Manager and Key Personnel.

State prominently on each resume if it is proposed that this person will work at SBA Headquarters, or at Contractor’s Facility, or will split time between multiple, stated locations.

Resumes shall include how this person is responsive to the tasks and requirements of the SOW. The resume shall state whether the person is available for employment upon award of this contract. The resume shall state whether this person would work full-time on this contract, and, if not, the percentage of time that would be allotted to this contract by this person (level of dedication). The resume shall clearly describe the person’s relevant experience and qualifications for the position, and for performing the work described in the SOW. If the person is not a current employee of the contractor, include a signed letter of commitment if it exists.

The resume shall also include:

1. Name;

2. Proposed Labor Category;

3. Status to perform work in the United States – whether citizen or holder of a United States work permission card (describe any such card);

4. Status within Contractor’s organization, that is, whether full-time, part-time, subcontractor, or other; and

5. Education and Credentials

Element 2 – Personnel Management Plan Contractor shall address the following elements of personnel management:

1. The ability to hire and retain personnel qualifying for the position descriptions. Discuss historical experience in hiring, managing, and replacement of personnel in each labor category and pay range. Include historical and anticipated turnover rates;

2. Supervisor to worker ratios with an explanation of the adequacy of management and supervision;

3. Recruitment of personnel and how Contractor will provide and maintain the required skills, training, qualification, and certification necessary in its labor force to perform the SOW; and

4. Initial training of personnel, retaining personnel, and training personnel for new requirements and systems.

Element 3 – Work Plan and Staffing Plan For the Work Plan, Contractor shall address the following concerns in the following order:

1. Describe its understanding of the requirements of the Fiscal Transfer Agent (FTA) for the SBA 7(a) Loan Guaranty Program. Explain how the Contractor’s effort will be managed to meet all the requirements;

2. Describe how Contractor will meet the security requirements of this contract;

3. Describe concepts, procedures, processes, timelines, management documents, and planning documents that will be used to assure adherence to program directives and performance requirements;

4. Explain how systems will be established for planning and control of all contractual activities;

5. Explain how contract deliverables will be tracked and how data exchange will be established to facilitate technical direction and prioritization of work;

6. Include clear operating procedures for assigning and recording activities, tasks, and subtasks;

7. Describe in detail the plans to ensure an effective and timely recording of activities, tasks, and subtasks;

8. Describe in detail the planned organizational structure and management methods to respond to the maximum performance level required by the SOW;

9. Describe in detail how Contractor will successfully meet the performance levels while performing the FTA duties;

10. Include a proposed timeline depicting each phase of performance;

11. Describe the planned approach, demonstrating an understanding of the work to be performed, including how the work is to be staffed and managed; and

12. Describe any required resources, such as physical facilities, equipment, significant “supply” items, subcontractors, and any other essential items or services required for successful performance of the requirement.

For the Staffing Plan, Contractor shall:

1. Describe Contractor’s (and any subcontractor’s or team member’s) management systems and organizational structure that will be utilized in the performance of the SOW;

2. Identify the organizations to which the staff proposed for this work are currently assigned and provide a description of the procedures to be used to staff this work. Include lines of authority, supervision, and organizational relationship of this contract’s project manager to the Contractor’s management structure and corporate management structure;

3. Indicate the site manager’s position and his degree of authority. Indicate if the site manager and the project manager are the same or different positions; and

4. Indicate the mix of all staff proposed to meet the performance requirements of the contract, using number of positions, experience, qualifications, skills, and percentages of time dedicated to this contract.

Management Approach – Volume Three of Contractor’s Technical Proposal The Management Approach shall consist of the following 2 Elements (no page limitation for each element):

Element 1 - Management Plan and Background Contractor shall provide specific applications of its management plan highlights for its Technical Approach that compliments Contractor’s staffing plan. The following should be included:

1. Managing the size, scope, and locations of all requirements set forth in the SOW;

2. Managing the complexities of the functions set forth in the SOW;

3. Reducing employee turn-over;

4. Implementing Contractor’s training plan;

5. Efficiencies to be achieved;

6. Work-in-process management approaches;

7. Tracking measures;

8. Risk management;

9. Security management – both physical and personnel;

10. Contract transition – at both the beginning and the end of the contract;

11. Management of Government furnished property, systems, and equipment;

12. Subcontract and team management; and

13. Interfaces between the Contractor’s Project Manager and the SBA’s Contracting Officer (CO) and Contracting Officer’s Representative (COR) to meet contract goals, including work management, and auditing and reporting requirements.

Element 2 – Conflict of Interest Plan Contractor shall demonstrate how Organizational Conflicts of Interest will be prohibited throughout this contract and how Contractor will police its fiduciary duties as a trustee. Contractor shall fully disclose all current business relationships that could create a conflict of interest or an appearance of conflict of interest in performing this contract, bearing in mind that Contractor will be acting as a trustee with fiduciary duties to the SBA and to the Public. Contractor shall include any remedial action necessary on its part to avoid even the appearance of impropriety or conflict of interest.

Business Approach – Volume Four of Contractor’s Technical Proposal This volume supports the Offeror’s financial and business ability to perform the SOW in a responsible and ethical manner. The Business Approach shall consist of the following 6 Elements (no page limitation for each element):

Element 1 – Audited Financial Statements Contractor shall provide its two (2) most recently audited annual financial statements. If no audited financial statements are available, the Contractor shall provide its two (2) most recent unaudited annual financial statements and shall certify the accuracy of the statements. Any interim financial statements, such as quarterly reports, shall also be provided if the annual statements are more than six months old. Interim financial reports may be unaudited.

Provide a description of all current or pending legal actions or claims under Federal contracts initiated with in past three (3) years against the Contractor or its subcontractors or team members or partners. Include formal or informal requests for equitable adjustments or claims, issuance of cure notices, and terminations for convenience or default, and court litigation.

Element 2 – Bonding and Insurance Contractor shall provide proof of bonding and insurance as required by the SOW and contract clauses.

Element 3 – Description of Costs and Profit Contractor shall detail the estimated costs and overhead required to perform the SOW. Include estimated amounts for all direct costs (including material, labor, subcontracting efforts, special equipment, training needs, consultant needs, IT investment) and indirect costs (including overhead, general, and administrative expense). Be sure to account for training and any additional costs due to security requirements. Identify the portion of the fee that Contractor estimates it will retain for profit.

Element 4 – Business Capacity Contractor shall document:

1. Current capacity in terms of available funding and personnel;

2. Available capacity in terms of additional funds and personnel readily available to Contractor;

3. The adequacy of the current and available capacity in relationship to the requirements of this contract; and

4. The realism of the offered fee in relation to the ability of the Contractor to maintain a healthy business capacity.

Element 5 – Subcontracting Plan If Offeror intends to partner with Subcontractor(s) to support in the overall administration of the FTA contract, please describe the following:

1. List of subcontracting partners;

2. Roles and responsibilities of each subcontractor as it pertains to the SOW;

3. Technical approach as to how Offeror intends to manage the subcontracting partners to support services defined within the scope of work;

4. Quality Assurance methodology by Offeror over subcontractors to complete work; and

5. Estimated division of labor between subcontracting partners on a percentage basis.

Example Only:

FTA PRIME Contractor, XYZ Inc. = 85% of work

FTA SUB 1, ZYX Corp. = 10% of work FTA SUB 2, ABC Inc. = 3% of work FTA SUB 3, XZY Inc. = 2% of work --------------------------------------------------100%

Element 6 – Conflict of Interest Certification As part of its review, the SBA will consider each offeror for actual or potential conflicts of interest between the Offeror and the SBA mission. Should actual or potential conflicts impair the prospect of successful performance by the Offeror, or acceptance of its work under this contract, the Offeror may not be eligible for award.

Contractor shall fully disclose all current business relationships that could create a conflict of interest or the appearance of a conflict of interest in performing this contract.

An entity engaged in making 7(a) loans, operating as a broker in the secondary market, or operating as an affiliate of an entity making Section 7(a) loans or brokering 7(a) loans in the secondary market is eligible to submit a proposal – provided the entity discloses to the SBA the existence of an operational firewall within it organization. The burden of proof rests with the Offeror. In its written explanation, the Offeror shall include how the firewall effectively resolves both the potential conflict of interest and the appearance of a conflict of interest. The Offeror shall also explain the type of internal controls it has in place to preserve the existence and integrity of the firewall.

An Offeror that is a broker or dealer that participates in the small business secondary market, but is not a pool assembler, shall be required to certify that it will not participate in the SBA secondary market during the term of this contract and for a two-year period after termination of this contract. This precaution is taken to prevent the appearance of a conflict of interest in that the FTA/Contractor has in its possession sales data and other information that would be competitively advantageous to a loan originator or broker or dealer in SBA securities.

The Offeror shall identify any actual or potential conflicts of interest of which it is aware for the cognizant business unit of its entity/organization that is proposed to work on this contract, including the employees proposed to work on the contract, and any subcontractors and subcontractor employees proposed to assist in the work.

PAST PERFORMANCE / PAST EXPERIENCE

Using the provided template, Contractor shall provide past performance information for itself, and for any team members, joint venture partners and subcontractors. A Contractor that does not have a business history shall submit past performance information for its key personnel and any proposed project manager.

Past performance shall include current contractual efforts and contractual efforts that terminated no more than three years prior to the date of the Solicitation posting.

Contractors are reminded that both the past performance data submitted by the Contractor and past performance data independently obtained by the Government may be used to evaluate Contractor’s past performance as a basis to determine performance risk. In addition, the CO may consult the CPARS (Contractor Performance Assessment Reporting System) website for information on each Offeror.

Since the Government may not contact all of the references provided – or may not be able to make meaningful contact with all of the references provided – it is incumbent upon Contractor to fully explain the relevance of the contractual data provided to this Solicitation and to ensure that the data provided is current, accurate, and complete. Past performance information that is incomplete or not in the format requested risks not receiving credit for aspects of the past performance that could improve Contractor’s evaluation.

PRICING SCHEDULE

Using the provided form, Contractor shall propose firm-fixed, fully-loaded, complete fees (expressed as percentage of U.S. dollars). The form shall be completed for a base year and for each of six option years.

EXCEPTIONS OR CHANGES

Contractor shall state any exceptions or changes it requires to the award documentation, if any, on a separate document that is part of the contractor’s proposal.

Evaluation Factors for Award 52.217-5 Evaluation of Options. (JUL 1990)

52.212-02 Evaluation – Commercial Items (JAN 1999) – Deviation for use with a solicitation for noncommercial services

(a)The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. This award will be made on the basis of best value to the Government, using the following evaluation factors to review proposals submitted.

Factor 1 – Technical Proposal In the four volumes of its Technical Proposal, Contractor shall describe concretely its ability to perform the SOW. The Technical Proposal shall be sufficiently specific, detailed, and complete to clearly describe Contractor’s proposed means and methods for complying with all requirements, and for performing all tasks contained in the SOW. The Technical Proposal shall include a complete explanation of the techniques and procedures Contractor will use to perform the SOW requirements.

The following rating methodology will be used to evaluate an Offeror’s Technical Proposal as detailed in its Technical Approach, Personnel Approach, Management Approach, and Business Approach by the Technical Proposal Evaluation Committee (TPEC). Each approach will receive a rating and then the Technical Proposal will receive an overall rating.

Outstanding Rating: The Technical Approach shows a complete understanding of and a complete methodology for accomplishing all major requirements within the standards and requirements of the SOW. The Personnel Approach shows a complete understanding of the personnel requirements for performing all major tasks within the standards and requirements of the SOW. The Management Approach described an organizational structure, management controls, and task management are complete and demonstrate a complete understanding of the management requirement to successfully perform all tasks in the SOW. In addition, the Conflict of Interest Certification is sufficient. The Business Approach shows that the Contractor has the financial ability, business capacity, and resources necessary to perform the SOW – and that the Contractor is realistic about performance costs. Looking at all elements of Contractor’s Technical Proposal, no doubt exists that the Contractor demonstrates an exceptional understanding of the services required to meet or exceed contract requirements. Very little to no risk exists to the Government that the Contractor will be able to perform the services outlined within the overall scope of work. The proposal contains no substantial deficiencies or weaknesses.

Good Rating: The Technical Approach shows an acceptable understanding of and acceptable methodology for accomplishing all major requirements within the standards and requirements of the SOW. The Personnel Approach show an acceptable understanding of the personnel requirements for performing all major tasks within the standards and requirements of the SOW. In addition, the Conflict of Interest Certification is sufficient. The Business Approach shows that the Contractor has the financial ability, business capacity, and resources necessary to perform the SOW – and that the Contractor is realistic about performance costs. Looking at all elements of Contractor’s Technical Proposal, little doubt exists that the Contractor demonstrates a high quality of understanding of the services required to meet or exceed contract requirements. While there is some risk that the Contractor will perform the required effort, the risk is within a tolerable or acceptable range. The proposal contains no substantial deficiencies and few weaknesses.

Satisfactory Rating – While Contractor’s Technical Proposal is mostly acceptable, at least one of the four approaches shows a marginal understanding of the requirements for a least one of the major tasks within the standards and requirements of the SOW. Looking at all elements of Contractor’s technical ability, more than a little doubt exists that the Contractor will perform the required effort. The risk of nonperformance is bordering on unacceptable, but might be acceptable with additional information. The proposal contains some deficiencies or weaknesses of concern.

Poor Rating – Contractor’s Technical Proposal, on the whole, is unacceptable. At least one of the four approaches show significant deficiencies in understanding the requirements for at least one of the major tasks within the standards and requirements of the SOW. Looking at all elements of Contractor’s Technical Proposal, serious doubt exists that the Contractor will perform the required tasks. The risk of nonperforming is unacceptably high. The proposal contains significant deficiencies and/or gross omissions.

Factor 2 – Past Performance / Past Experience An Offeror’s past performance will be evaluated by the evaluation committee using the provided information. Contractor’s reference for a contract may be contacted using the provided information. In addition, the Government reserves the right to obtain additional information using its contacts, including the information found in the CPARS (Contractor Performance Assessment Report System) website.

Using its contracts that are currently active, or that were active during the past three years, Contractor shall address the adequacy of Contractor’s demonstrated past performance as a part to similar contracts or projects for Federal agencies and/or private businesses and organizations in terms of price control, similarity of type of requirements, similarity of complexity of requirements, quality of work, and compliance with performance schedules.

For each contract or project, Contractor shall identify if the services provided were for trust, fiduciary, and custody activities related to financial services, or for other services. Contractor shall identify the agencies/entities/firms for which similar services were provided within the past three (3) years. Contractor shall identify if it was the prime contractor or a subcontractor for each contract or project identified. In addition to the detailed information called for on the form, Contractor shall include a one-sentence statement as to why this contract or project is relevant past performance for this acquisition.

Outstanding Rating – Based on the information provided by the Contractor and any information obtained by the Government, no doubt exists that the Contractor will successfully perform the contract. The type of work performed by the Contractor in the past appears to be directly related and similar to these SBA requirements. In addition, the quantity, complexity, and timeliness of work performed by the Contractor in the past appears to be the same or greater than the SBA requirements in the SOW. Any sources of information contacted by the Government stated that Contractor’s performance was superior, and they would do business with the Contractor again.

Good Rating – Based on the information provided by the Contractor and any information obtained by the Government, little doubt exists that the Contractor will successfully perform the contract. The type of work performed by the Contractor in the past appears to be somewhat related and somewhat similar to these SBA requirements. In addition, the quantity, complexity, and timeliness of work performed by the Contractor in the past appears to be somewhat similar to the SBA requirements in the SOW. Any sources of information contacted by the Government stated that Contractor’s performance was good or acceptable, and they would do business with Contractor again.

Satisfactory Rating – Based on the information provided by the Contractor and any information obtained by the Government, some doubt exists that the Contractor will successfully perform the contract. The type of work performed by the Contractor in the past appears not to be related to these SBA requirements. In addition, the quantity, complexity, and timeliness of work performed by the Contractor in the past appears to be marginally related to the SBA requirements in the SOW. Any sources of information contacted by the Government stated that Contractor’s performance was such that they would have concerns about doing business with the Contractor again.

Poor Rating – Based on the information provided by the Contractor and any information obtained by the Government, serious doubt exists that the Contractor will successfully perform the contract. The type of work performed by the Contractor in the past appears not to be related to the SBA requirements in the SOW. Any sources of information contacted by the Government stated that Contractor’s performance was not satisfactory, and they would not do business with the Contractor again.

Neutral Rating - No past performance or past experience was provided by the Contractor or obtained by the Government that relates to this contractual effort.

Factor 3 – Price Using the provided blank pricing schedule, Contractor shall provide complete pricing for a base year and six option years. The pricing will be expressed as fees that are a percentage of U. S. dollars. The fees will be firm and fully loaded. “Fully loaded” prices/fees include all of Contractor’s direct and indirect costs, including Contractor’s fee or profit. No Other Direct Cost (ODC) CLIN will be included at the time of contract award.

Pricing between offers will be compared to assist with determining that Contractor’s fees are fair and reasonable. In addition, pricing will be evaluated in light of Contractor’s Business Approach (Volume 4 of Contractor’s Technical Proposal) to ascertain that the fees proposed are realistic. Contractor’s pricing must be related to the work to be performed, realistic, and complete.

General Factor 1 (Technical Proposal) is more important than Factor 2 (Past Performance / Past Experience).

When Factor 1 and Factor 2 are combined, they are significantly more important than Factor 3 (Price).

(b) Options. The Government will evaluate offers for award purposes by adding the total price for options to the total price for the basic requirement (in other words, the fees for the base year will be compared to the fees for each option year). The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) Contractor’s offer is to remain open to the Government for a minimum of 180 days from the date the Solicitation closes. A written notice of award or acceptance of an offer mailed or otherwise furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration date, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice withdrawal is received before award.

(d) Award of this Contract may occur without negotiations, based solely on the offers received.

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