RFP ED-ESE-10-R-0013.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 700)

RATING

PAGE OF

PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

ED-ESE-10-R-0013

SEALED BID (IFB)

NEGOTIATED (RFP)

MAY 03, 2010

7. ISSUED BY CODE CPOB 8. ADDRESS OFFER TO (If other than Item 7)

US Department of Education Contracts & Acq Mgt/Group B, 550 12th St SW - 7th Floor Washington DC 20202-4240

US Department of Education Contracts & Acq Mgt/Group B, 550 12th St SW - 7th Floor Washington DC 20202-4240

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and 7 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 02:00

PM ET

local time JUN 14, (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawls: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION CALL

A. NAME

Alice Mihill

B. TELEPHONE (NO COLLECT CALLS)

(202) 245-6207

C. E-MAIL ADDRESS

Alice.Mihill@ed.gov

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGES(S) (X) SEC. DESCRIPTION PAGE(S)

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 X I CONTRACT CLAUSES 17 - 24

X B SUPPLIES OR SERVICES AND PRICES/COSTS 6 - 6 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 7 - 7 X J LIST OF ATTACHMENTS 25 - 25

X D PACKAGING AND MARKING 8 - 8 PART IV - PRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 9 - 9 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER 26 - 35

X F DELIVERIES OR PERFORMANCE 10 - 10 STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 11 - 11 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 36 - 46

X H SPECIAL CONTRACT REQUIREMENTS 12 - 16 X M EVALUATION FACTORS FOR AWARD 47 - 50

OFFER

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all itmes upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND

ADDRESS OF

OFFEROR

DUNS: (Type or print)

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

See Schedule

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C 23004(c) ( ) 41 U.S.C 253(c) ( ) 23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified)

ITEM

24. ADMINISTERED BY CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER(Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

(Signature of Contracting Officer)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official writen notice. (Must be fully completed by offeror)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

Table of Contents

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 216-70 AWARD FEE (APR 1984)

B. 2 301-8 ESTIMATED COST, BASE FEE AND AWARD FEE (APRIL 1984)

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 302-2 SCOPE OF WORK (FEBRUARY 1985)

C. 2 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

(MAR 2009)

SECTION D PACKAGING AND MARKING

D. 1 303-1 SHIPMENT AND MARKING (MARCH 1986)

SECTION E INSPECTION AND ACCEPTANCE

E. 1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

E. 2 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

SECTION F DELIVERIES OR PERFORMANCE

F. 1 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

F. 2 305-2 REPORT OF CONSULTANTS (MARCH 1986)

F. 3 305-5 PERIOD OF PERFORMANCE (MARCH 1986)

F. 4 305-6 DELIVERABLES (MARCH 1986)

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 306-1 INVOICE AND CONTRACT FINANCING REQUEST SUBMISSION (JAN 2007)

G. 2 306-2 ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY (JANUARY 1989)

G. 3 306-8 CONTRACT ADMINISTRATOR (FEB 1985)

G. 4 306-9 PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 301-20 PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS WITH DISABILITIES (FEB 1995)

H. 2 307-2 KEY PERSONNEL DESIGNATION (MARCH 1985)

H. 3 307-3 DUAL COMPENSATION (MARCH 1985)

H. 4 307-5 PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (MARCH 1985)

H. 5 307-7a PUBLICATION AND AUDIO-VISUAL PRODUCTION (MAY 1997)

H. 6 307-15 WITHHOLDING OF CONTRACT PAYMENTS - SECURITY (JUN 2006)

H. 7 307-17 CONFLICT OF INTEREST (AUG 2007)

H. 8 307-19 REDACTED PROPOSALS (DECEMBER 1998)

H. 9 307-24 CONSULTANT SERVICES AND CONSENT (APRIL 1986)

H. 10 316-1 ACCESSIBILITY OF SOFTWARE (OCTOBER 1999)

H. 11 3452.227-70 PUBLICATION AND PUBLICITY (AUG 1987)

SECTION I CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (JUL 2004)

I. 2 52.203-3 GRATUITIES (APR 1984)

I. 3 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

I. 4 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

I. 5 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)

I. 6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY

(JAN 1997)

I. 7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

I. 8 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007)

I. 9 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2008)

I. 10 52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

I. 11 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

I. 12 52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

I. 13 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (FEB 2009)

I. 14 52.204-10 REPORTING SUBCONTRACT AWARDS (SEP 2007)

I. 15 52.204-11 AMERICAN RECOVERY AND REINVESTMENT ACT REPORTING REQUIREMENTS (MAR 2009)

I. 16 52.209-6 PROTECTING THE GOVERNMENT´s INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS

DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006)

I. 17 52.215-2 AUDIT AND RECORDS--NEGOTIATION (MAR 2009)

I. 18 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I. 19 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

I. 20 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

I. 21 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)

I. 22 52.219-9 II SMALL BUSINESS SUBCONTRACTING PLAN (APR 2008)--ALTERNATE II (OCT 2001)

I. 23 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

I. 24 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (APR 2009)

I. 25 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

I. 26 52.222-3 CONVICT LABOR (JUN 2003)

I. 27 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

I. 28 52.222-26 EQUAL OPPORTUNITY (MAR 2007)

I. 29 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND

OTHER ELIGIBLE VETERANS. [SEP 2006]

I. 30 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

I. 31 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND

OTHER ELIGIBLE VETERANS (SEP 2006)

I. 32 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JAN 2009)

I. 33 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 34 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

I. 35 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I. 36 52.224-2 PRIVACY ACT (APR 1984)

I. 37 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

I. 38 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007)

I. 39 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2007)

I. 40 52.227-14 RIGHTS IN DATA--GENERAL (DEC 2007)

I. 41 52.227-14 IV RIGHTS IN DATA--GENERAL (DEC 2007)--ALTERNATE IV (DEC 2007)

I. 42 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

I. 43 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (MAR 1996)

I. 44 52.230-2 COST ACCOUNTING STANDARDS (OCT 2008)

I. 45 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (OCT 2008)

I. 46 52.230-5 COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (OCT 2008)

I. 47 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (MAR 2008)

I. 48 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 49 52.232-17 INTEREST (OCT 2008)

I. 50 52.232-20 LIMITATION OF COST (APR 1984)

I. 51 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

I. 52 52.232-25 PROMPT PAYMENT (OCT 2008)

I. 53 52.232-25 I PROMPT PAYMENT (OCT 2003)--ALTERNATE I (FEB 2002)

I. 54 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL CONTRACTOR REGISTRATION (OCT

2003)

I. 55 52.233-1 I DISPUTES (JUL 2002)--ALTERNATE I (DEC 1991)

I. 56 52.233-3 I PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I (JUN 1985)

I. 57 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 58 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

I. 59 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

I. 60 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)

I. 61 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

I. 62 52.242-13 BANKRUPTCY (JUL 1995)

I. 63 52.243-2 I CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I (APR 1984)

I. 64 52.244-2 SUBCONTRACTS (JUN 2007)

I. 65 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

I. 66 52.245-1 GOVERNMENT PROPERTY (JUN 2007)

I. 67 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

I. 68 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I. 69 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS (JUN 2003)

I. 70 52.248-1 VALUE ENGINEERING (FEB 2000)

I. 71 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

I. 72 52.249-14 EXCUSABLE DELAYS (APR 1984)

I. 73 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I. 74 3452.202-1 DEFINITIONS (AUG 1987)

I. 75 3452.208-70 PRINTING (AUG 1987)

I. 76 3452.216-70 ADDITIONAL COST PRINCIPLES (AUG 1987)

I. 77 3452.216-71 NEGOTIATED INDIRECT COST RATES - FIXED (AUGUST 1987)

I. 78 3452.227-70 PUBLICATION AND PUBLICITY (AUG 1987)

I. 79 3452.227-71 PAPERWORK REDUCTION ACT (AUG 1987)

I. 80 3452.227-72 ADVERTISING OF AWARDS (AUG 1987)

I. 81 3452.228-70 REQUIRED INSURANCE (AUG 1987)

I. 82 3452.237-71 SERVICES OF CONSULTANTS (AUG 1987)

I. 83 3452.242-70 LITIGATION AND CLAIMS (AUG 1987)

I. 84 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (AUG 1987)

I. 85 3452.242-72 WITHHOLDING OF CONTRACT PAYMENTS (AUG 1987)

I. 86 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH

DISABILITIES

I. 87 3452.243-70 KEY PERSONNEL (AUG 1987)

I. 88 3452.247-70 FOREIGN TRAVEL (AUG 1987)

I. 89 52.252-2a CLAUSES INCORPORATED BY REFERENCE (MAY 2001)

I. 90 307-34 RECOVERY ACT REPORTING REQUIREMENT FOR PRIME CONTRACTORS (FEB 2009)

I. 91 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 92 3403-1 SELF REPORTING OF VIOLATIONS - RECOVERY ACT (FEB 2009)

I. 93 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

SECTION J LIST OF ATTACHMENTS

J. 1 309-1a LIST OF ATTACHMENTS (APRIL 1984)

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (APR 2008)

K. 2 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (DEC 2008)

K. 3 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

K. 4 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

K. 5 52.223-13 CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

K. 6 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT 2008)

K. 7 307-17a CONFLICT OF INTEREST CERTIFICATION (AUG 2007)

K. 8 310-1 REPRESENTATION AUTHORITY (JANUARY 2005)

K. 9 310-6 DUPLICATION OF COST (MARCH 1985)

K. 10 310-9 APPROVAL OF ACCOUNTING SYSTEM (MARCH 1985)

K. 11 310-10 GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION (APRIL 1984)

K. 12 310-16 POST EMPLOYMENT CONFLICT OF INTEREST (MARCH 1985)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.215-1 I INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2004)--ALTERNATE I (OCT

1997)

L. 2 52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003)

L. 3 52.215-22 LIMITATIONS ON PASS-THROUGH CHARGES -- IDENTIFICATION OF SUBCONTRACT EFFORT (OCT

2009)

L. 4 52.216-1 TYPE OF CONTRACT (APR 1984)

L. 5 52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION (FEB 1999)

L. 6 52.233-2 SERVICE OF PROTEST (SEP 2006)

L. 7 52.215-20 IV REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST PRICING

DATA (OCT 1997)--ALTERNATE IV (OCT 1997)

L. 8 307-1 ORDER OF PRECEDENCE (SOLICITATION) (NOVEMBER 1986)

L. 9 307-11 COST ACCOUNTING STANDARDS APPLICATION (JUNE 1992)

L. 10 311-2a GENERAL INSTRUCTIONS (MAY 2008)

L. 11 311-3 TECHNICAL PROPOSAL INSTRUCTIONS (MARCH 1986)

L. 12 311-4a BUSINESS PROPOSAL INSTRUCTIONS (AUG 2007)

L. 13 BUSINESS PROPOSAL INSTRUCTIONS

L. 14 311-5 FORMS CLEARANCE PROCESS (MARCH 1986)

L. 15 311-6 CLARIFICATION QUESTIONS (APRIL 1998)

L. 16 311-7 PROVISION FOR EVALUATION FACTOR AMENDMENTS (MARCH 1986)

L. 17 311-9 COMMENTS ON SMALL BUSINESS REGULATORY ENFORCEMENT(JUNE 1998)

L. 18 314-1 PAST PERFORMANCE REPORT (MAR 1996)

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

M. 2 312-2 EVALUATION FACTORS FOR AWARD (MAY 2004)

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 216-70 AWARD FEE (APR 1984)

The amount of award fee the Contractor earns, if any, is based on a subjective evaluation by the Government of the quality of the Contractor's performance in accordance with the award fee plan. The Government will determine the amount of award fee every 12 months beginning with the 12th month .

The Fee Determination Official (FDO) will unilaterally determine the amount of award fee. The FDO's determination will be in writing to the Contractor and is not subject to the "Disputes" clause. The Government may unilaterally change the award fee plan at any time and will provide such changes in writing to the Contractor prior to the beginning of the applicable evaluation period. The Contractor may submit a voucher for the earned award fee. Available award fee not earned during one period does not carry over to subsequent periods.

B. 2 301-8 ESTIMATED COST, BASE FEE AND AWARD FEE (APRIL 1984)

(a) The estimated cost of this contract is To Be Determined (TBD) . (b) The base fee is TBD . (c) The award fee pool available for award for this contract is TBD . (d) This contract will be modified to reflect the award fee awarded as award fee determinations are made.

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 302-2 SCOPE OF WORK (FEBRUARY 1985)

The contractor shall furnish all personnel, materials, services, and facilities necessary to perform the requirements set forth in the Statement of Work, Attachment A . This shall also be done in accordance with the specified General and Special Provisions and the contractor's final technical proposal, which are hereby incorporated by reference as a part of the contract.

C. 2 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

(MAR 2009)

(Reference 52.203-15)

SECTION D

PACKAGING AND MARKING

D. 1 303-1 SHIPMENT AND MARKING (MARCH 1986)

(a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract. (b) Ship deliverable items to: U.S. Department of Education 550 12th St., SW PCP, Rm. 7152 Washington, DC 20202 (c) Mark deliverables for: To Be Determined

SECTION E

INSPECTION AND ACCEPTANCE

E. 1 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(Reference 52.246-5)

E. 2 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

Pursuant to the inspection clause, Section I, final inspection and acceptance of all contracted items shall be made by the Contracting

Officer.

SECTION F

DELIVERIES OR PERFORMANCE

F. 1 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

(Reference 52.242-15 I)

F. 2 305-2 REPORT OF CONSULTANTS (MARCH 1986)

The contractor must maintain a written report for the files on the results of all consultations charged to this contract. This report must include, at a minimum: (1) the consultant's name, dates, hours and amount charged to the contract, (2) the names of the contractor or subcontractor staff to whom the services are provided, and (3) the results of the subject matter of the consultations.

F. 3 305-5 PERIOD OF PERFORMANCE (MARCH 1986)

Performance hereunder shall be completed within 12 months of the date of contract award, inclusive of all specified deliveries and/or task work.

F. 4 305-6 DELIVERABLES (MARCH 1986)

All deliverables shall be submitted in accordance with the kinds, quantities and dates indicated in the attached Statement of

Work.

SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 306-1 INVOICE AND CONTRACT FINANCING REQUEST SUBMISSION (JAN 2007)

(A) The Government agrees to pay the Contractor, as complete compensation for all work and services performed and materials furnished under this contract those allowable costs defined in the contract clause entitled "ALLOWABLE COST AND PAYMENT" in an amount not to exceed the estimated costs specified in the contract. (B) The contractor shall submit invoices electronically as an attachment to a message to OCFOCAMINVOICING@ED.GOV. The subject area of the message shall contain the invoice number, contract number, and contract specialist's name. The electronic copy of the invoice shall be in a format that is supported by Microsoft Office (Microsoft Word or Excel), or Adobe Acrobat (.pdf). (C) The Contractor shall prepare invoices and contract financing requests in accordance with the attached billing instructions. (See )

G. 2 306-2 ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY (JANUARY 1989)

(A) The contractor shall request written authorization from the contracting officer before acquiring any contractually necessary property to which the Government will have title. The request shall include complete descriptions of all individual items which will exceed $1,000 in cost, including:

(a) a brief statement of function;

(b) manufacturer and manufacturer's brand name, model or part number;

(c) vendor and its proposed price;

(B) Management of government property in the possession of the contractor shall be in accordance with FAR Part 45. The contractor shall provide an annual report of total property acquisition cost, as required by FAR 45.505-14.

G. 3 306-8 CONTRACT ADMINISTRATOR (FEB 1985)

The Contractor shall designate one individual to be contacted during the period of the contract for prompt contract administration. To Be Determined

G. 4 306-9 PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)

(a) Pending the establishment of final indirect cost rates, as required by the clause entitled "Allowable Cost and Payment" FAR 52.216-7, the Contractor shall be reimbursed for its indirect costs on the basis of the negotiated provisional, or billing, rates as set forth below. Those rates shall remain in effect until the contract is modified to incorporate either negotiated final indirect rates, as directed by either paragraph (d) or (f) of the same clause, as applicable, or revised provisional indirect cost rates, as explained in paragraph (e). (b) The provisional overhead rate(s) applicable to this contract: To Be Determined

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H. 1 301-20 PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS WITH DISABILITIES (FEB 1995)

The contractor shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 including Section 302, which provides that:

"No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation."

Failure to comply with the Americans with Disabilities Act of 1990, as amended, shall be considered a failure to comply with the terms of this contract.

H. 2 307-2 KEY PERSONNEL DESIGNATION (MARCH 1985)

In accordance with the contract clause entitled "Key Personnel", the following key personnel are considered to be essential to the work being performed: To Be Determined

H. 3 307-3 DUAL COMPENSATION (MARCH 1985)

If a project staff member, subcontractor, or consultant is involved in two or more projects, at least one of which is supported by Federal funds, he/she may not be compensated for more than 100 percent of his/her time during any part of the period of dual involvement. That is, an individual is prohibited from receiving double payment for any given period of work.

H. 4 307-5 PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (MARCH 1985)

The Contractor shall not use any contract funds, or funds from other sources, to pay the travel expenses of, or a fee to, ED employees for lectures, attending program functions, or any other activities in connection with this contract.

H. 5 307-7a PUBLICATION AND AUDIO-VISUAL PRODUCTION (MAY 1997)

Except as provided below, neither the development or production of any publication or audiovisual product is authorized.

In the event that development or production of any publication or audiovisual product subsequently becomes a contract requirement (expressed or implied), the contractor shall obtain approval in writing from the Contracting Officer. Until the contractor obtains such Contracting Officer approval, no costs for development or production of the publication or audiovisual product shall be allowable.

The following items are excepted from the approval requirements of this clause:

1. Up to 50 copies of progress and final reports.

The Contractor shall ensure that any publication or audiovisual product developed or produced under this contract is compatible with the Department of Education's responsibilities under the Sections 504 and 508 of the Rehabilitation Act of 1973,29 U.S.C. 794 and 794d, as amended, to ensure the accessibility of its programs and activities to individuals with disabilities.

The contractor shall not distribute or release to the public any publication or audiovisual product developed or produced under this contract without written authorization of the Contracting Officer.

To obtain this authorization, the contractor shall submit 2 copies of the publication or audiovisual product to the Contracting Officer. Since the Contracting Officer must obtain internal public affairs or other clearances, the Contractor should plan at least 45 days to obtain authorization from the Contracting Officer.

Except as may be provided elsewhere, the contractor may develop and produce at its own expense, results of work under this contract (see Publication and Publicity).

H. 6 307-15 WITHHOLDING OF CONTRACT PAYMENTS - SECURITY (JUN 2006)

Notwithstanding any other payment provisions of this contract, failure of the contractor to submit required forms, responses or reports when due; failure to perform or deliver required work, supplies, or services; or, failure to meet any of the requirements of the contract, to include all requirements as specified in Clause 307-13 Department Security Requirements, will result in the withholding of payments under this contract in such amounts as the contracting officer deems appropriate, unless the failure arises out of causes beyond the control, and without the fault of negligence, of the contractor, as defined by the clause entitled "Excusable Delays or Default", as applicable. The Government shall promptly notify the contractor of its intention to withhold payment of any invoice or voucher submitted. Payment will be withheld until the failure is cured, a new delivery schedule is agreed upon, or payment is made as part of a termination settlement.

H. 7 307-17 CONFLICT OF INTEREST (AUG 2007)

(A) The contractor, subcontractor, employee or consultant, has certified that, to the best of their knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational or personal conflict of interest, (see FAR Subpart 9.5 for organizational conflicts of interest), (or apparent conflict of interest) for the organization or any of its staff, and that the contractor, subcontractor, employee or consultant has disclosed all such relevant information if such a conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts (or if such a person would question the impartiality of the contractor, subcontractor, employee or consultant). Conflicts may arise in the following situations:

1. Unequal access to information - a potential contractor, subcontractor, employee or consultant has access to non-public information through its performance on a government contract.

2. Biased ground rules - a potential contractor, subcontractor, employee or consultant has worked, in one government contract, or program, on the basic structure or ground rules of another government contract,

3. Impaired objectivity - a potential contractor, subcontractor, employee or consultant, or member of their immediate family (spouse, parent or child) has financial or other interests that would impair, or give the appearance of impairing, impartial judgment in the evaluation of government programs, in offering advice or recommendations to the government, or in providing technical assistance or other services to recipients of Federal funds as part of its contractual responsibility.

"Impaired objectivity" includes but is not limited to the following situations that would cause a reasonable person with knowledge of the relevant facts to question a person's objectivity:

- financial interests or reasonably foreseeable financial interests in or in connection with products, property, or services that may be purchased by an educational agency, a person, organization, or institution in the course of implementing any program administered by the Department;

- significant connections to teaching methodologies that might require or encourage the use of specific products, property or services; or

- significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific curriculum, specific products, property or services.

Offerors must provide the disclosure described above on any actual or potential conflict (or apparent conflict of interest) of interest regardless of their opinion that such a conflict or potential conflict (or apparent conflict of interest) would not impair their objectivity.

In a case in which an actual or potential conflict (or apparent conflict of interest) is disclosed, the Department will take appropriate actions to eliminate or address the actual or potential conflict (or apparent conflict of interest), including but not limited to mitigating or neutralizing the conflict, when appropriate, through such means as ensuring a balance of views, disclosure with the appropriate disclaimers, or by restricting or modifying the work to be performed to avoid or reduce the conflict.

In this clause, the term "potential conflict" means reasonably foreseeable conflict of interest.

(B) The contractor, subcontractor, employee or consultant agrees that if "impaired objectivity", or an actual or potential conflict of interest (or apparent conflict of interest) is discovered after the award is made, it will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions that the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict (or apparent conflict of interest).

(C) Remedies - The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid the appearance of a conflict of interest. If the Contractor was aware of a potential conflict of interest prior to award or discovered an actual or potential conflict (or apparent conflict of interest) after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, or pursue such other remedies as may be permitted by law or this contract. These remedies include imprisonment for up to five years for violation of Title 18, U.S. Code, Section 1001 and fines of up to $5000 for violation of Title 31, U.S. Code, Section 3802. Further remedies include suspension or debarment from contracting with the federal government. The Contractor may also be required to reimburse the Department for costs the Department incurs arising from activities related to conflicts of interest. An example of such costs would be those incurred in processing Freedom of Information Act requests related to a conflict of interest.

(D) In cases where remedies short of termination have been applied, the contractor, subcontractor, employee or consultant agrees to eliminate the organizational conflict of interest, or mitigate it to the satisfaction of the Contracting Officer.

(E) The Contractor further agrees to insert in any subcontract or consultant agreement hereunder, provisions which shall conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (E).

H. 8 307-19 REDACTED PROPOSALS (DECEMBER 1998)

The contractor shall provide a redacted copy of its successful technical proposal to the Contracting Officer within five (5) days after contract award. The redacted proposal shall be suitable for release by the Government under a Freedom of Information Act (FOIA) request. The redacted proposal shall be submitted in an electronic format that is readable by Microsoft Office applications.

H. 9 307-24 CONSULTANT SERVICES AND CONSENT (APRIL 1986)

The Contractor shall obtain the consent of the Contracting Officer prior to using any consultant on this contract. The Contractor shall determine whether any consultant that is used has in effect an agreement with another Federal agency for similar or like services and, if so, shall notify the Contracting Officer.

H. 10 316-1 ACCESSIBILITY OF SOFTWARE (OCTOBER 1999)

The Department of Education (ED) considers universal accessibility to information a priority for all its employees and external customers, including individuals with disabilities.

Under Sections 504 and 508 of the Rehabilitation Act of 1973

(29 U.S.C. sections 794 and 794d,as amended), ED must ensure the accessibility of its programs and activities, specifically its obligation to acquire and use accessible electronic and information technology. ED maintains the manual, "Requirements for Accessible Software Design," to convey the accessibility needs of the Department to the developers and suppliers of computer applications. To comply with the provisions of this clause, the contractor may use the edition of the ED manual

"Requirements for Accessible Software Design" in effect at the date of award of this contract or any more recent edition.

A copy of the most recent edition of the manual may be found at http://www.ed.gov/fund/contract/apply/clibrary/software.html

(a) Software delivered to or developed for ED--Except as provided in paragraph (b) or (c) of this clause, all software delivered to or developed for ED, under this contract, for use by ED's employees or external customers must meet all the requirements of the ED manual "Requirements for Accessible Software Design." However, in accordance with paragraph (c) of this clause, the contracting officer may waive a particular requirement of the ED Manual, provided that ED's use of the software will meet the requirements of Sections 504 and 508 of the Rehabilitation Act of 1973 (29 U.S.C. sections 794 and 794d, as amended).

(b) Software enhanced or modified for ED--Any enhancements and other modifications, made under this contract to software for use by ED's employees or external customers, are subject to the requirements of paragraph (a) of this clause, regardless of where or how the software was first developed. Except as otherwise specified elsewhere in the contract schedule, the contractor is only required to ensure that enhancements or modifications (not other, preexisting features or components) of the software fully comply with the accessibility requirements of paragraph (a).

However, the contractor is encouraged point out any preexisting features or components that do not meet accessibility requirements and to suggest solutions to ensure the software complies.

(c) Waiver of requirements--It is recognized that new technologies may provide solutions that are not envisioned in or consistent with the provisions of the manual "Requirements for Accessible Software Design." Also, compliance with certain requirements of the manual may not be feasible for the particular software required. In such extraordinary circumstances, the contracting officer may grant a waiver, in writing, to any requirement of the manual or of this clause if it furthers a public interest of ED and will not significantly impair ED's ability to ensure accessibility of its programs and activities to all its employees and external customers, including individuals with disabilities. To request a waiver, the contractor shall notify the contracting officer in writing, listing the specific accessibility requirements that would not be met and explaining how the accessibility of a particular feature can be achieved by alternative means or why it is not feasible to make a feature of the software accessible.

(d) Condition of payment--The contractor agrees that compliance with the provisions of this clause upon delivery of the software to ED is a condition of payment under this contract.

H. 11 3452.227-70 PUBLICATION AND PUBLICITY (AUG 1987)

(a) Unless otherwise specified in this contract, the contractor is encouraged to publish and otherwise promote the results of its work under this contract. A copy of each article or work submitted by the contractor for publication shall be promptly sent to the Contracting Officer's Technical Representative. The contractor shall also inform the representative when the article or work is published and furnish a copy in the published form. (b) The contractor shall acknowledge the support of the Department of Education in publicizing the work under this contract in any medium. This acknowledgment shall read substantially as follows: "This project has been funded at least in part with Federal funds from the U.S. Department of Education under contract number To Be Determined .

The content of this publication does not necessarily reflect the views or policies of the U.S.

Department of Education nor does mention of trade names, commercial products, or organizations imply endorsement by the U.S. Government."

SECTION I

CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (JUL 2004)

(Reference 52.202-1)

I. 2 52.203-3 GRATUITIES (APR 1984)

(Reference 52.203-3)

I. 3 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

(Reference 52.203-5)

I. 4 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

(Reference 52.203-6)

I. 5 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)

(Reference 52.203-7)

I. 6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(Reference 52.203-8)

I. 7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(Reference 52.203-10)

I. 8 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007)

(Reference 52.203-12)

I. 9 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2008)

(Reference 52.203-13)

I. 10 52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

(Reference 52.203-14)

I. 11 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

(Reference 52.204-4)

I. 12 52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

(Reference 52.204-7)

I. 13 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (FEB 2009)

(Reference 52.204-8)

I. 14 52.204-10 REPORTING SUBCONTRACT AWARDS (SEP 2007)

(Reference 52.204-10)

I. 15 52.204-11 AMERICAN RECOVERY AND REINVESTMENT ACT REPORTING REQUIREMENTS (MAR 2009)

(Reference 52.204-11)

I. 16 52.209-6 PROTECTING THE GOVERNMENT´s INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006)

(Reference 52.209-6)

I. 17 52.215-2 AUDIT AND RECORDS--NEGOTIATION (MAR 2009)

(Reference 52.215-2)

I. 18 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

(Reference 52.215-8)

(The following clause shall apply if the offeror did not propose facilities capital cost of money in its offer.)

I. 19 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

(Reference 52.215-17)

I. 20 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

(Reference 52.215-23)

I. 21 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)

(Reference 52.219-8)

I. 22 52.219-9 II SMALL BUSINESS SUBCONTRACTING PLAN (APR 2008)--ALTERNATE II (OCT 2001)

(Reference 52.219-9 II)

I. 23 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

(Reference 52.219-16)

I. 24 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (APR 2009)

(Reference 52.219-28)

I. 25 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(Reference 52.222-2)

I. 26 52.222-3 CONVICT LABOR (JUN 2003)

(Reference 52.222-3)

I. 27 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

(Reference 52.222-21)

I. 28 52.222-26 EQUAL OPPORTUNITY (MAR 2007)

(Reference 52.222-26)

I. 29 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND

OTHER ELIGIBLE VETERANS. [SEP 2006]

(Reference 52.222-35)

I. 30 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

(Reference 52.222-36)

I. 31 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND

OTHER ELIGIBLE VETERANS (SEP 2006)

(Reference 52.222-37)

I. 32 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JAN 2009)

(Reference 52.222-54)

I. 33 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

(Reference 52.223-6)

I. 34 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

(Reference 52.223-14)

I. 35 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

(Reference 52.224-1)

I. 36 52.224-2 PRIVACY ACT (APR 1984)

(Reference 52.224-2)

I. 37 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

(Reference 52.225-13)

I. 38 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007)

(Reference 52.227-1)

I. 39 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2007)

(Reference 52.227-2)

I. 40 52.227-14 RIGHTS IN DATA--GENERAL (DEC 2007)

(Reference 52.227-14)

I. 41 52.227-14 IV RIGHTS IN DATA--GENERAL (DEC 2007)--ALTERNATE IV (DEC 2007)

(Reference 52.227-14 IV)

I. 42 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

(Reference 52.227-23)

I. 43 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (MAR 1996)

(Reference 52.228-7)

(The following clause shall apply if the contract is subject to full CAS coverage.)

I. 44 52.230-2 COST ACCOUNTING STANDARDS (OCT 2008)

(Reference 52.230-2)

(The following clause shall apply if the contract is subject to modified CAS coverage.)

I. 45 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (OCT 2008)

(Reference 52.230-3)

(The following clause shall apply if the contract is subject to CAS coverage and is being performed by an educational institution.)

I. 46 52.230-5 COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (OCT 2008)

(Reference 52.230-5)

I. 47 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (MAR 2008)

(Reference 52.230-6)

(The following clause shall apply as prescribed in FAR 32.111(c)(2).)

I. 48 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

(Reference 52.232-9)

I. 49 52.232-17 INTEREST (OCT 2008)

(Reference 52.232-17)

I. 50 52.232-20 LIMITATION OF COST (APR 1984)

(Reference 52.232-20)

I. 51 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

(Reference 52.232-23)

I. 52 52.232-25 PROMPT PAYMENT (OCT 2008)

(Reference 52.232-25)

I. 53 52.232-25 I PROMPT PAYMENT (OCT 2003)--ALTERNATE I (FEB 2002)

(Reference 52.232-25 I)

I. 54 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL CONTRACTOR REGISTRATION (OCT 2003)

(Reference 52.232-33)

I. 55 52.233-1 I DISPUTES (JUL 2002)--ALTERNATE I (DEC 1991)

(Reference 52.233-1 I)

I. 56 52.233-3 I PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I (JUN 1985)

(Reference 52.233-3 I)

I. 57 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

(Reference 52.233-4)

I. 58 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(Reference 52.237-3)

I. 59 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

(Reference 52.242-1)

I. 60 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)

(Reference 52.242-3)

I. 61 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

(Reference 52.242-4)

I. 62 52.242-13 BANKRUPTCY (JUL 1995)

(Reference 52.242-13)

I. 63 52.243-2 I CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I (APR 1984)

(Reference 52.243-2 I)

I. 64 52.244-2 SUBCONTRACTS (JUN 2007)

(Reference 52.244-2)

I. 65 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

(Reference 52.244-5)

I. 66 52.245-1 GOVERNMENT PROPERTY (JUN 2007)

(Reference 52.245-1)

I. 67 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(Reference 52.246-5)

I. 68 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

(Reference 52.246-25)

I. 69 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS (JUN 2003)

(Reference 52.247-63)

I. 70 52.248-1 VALUE ENGINEERING (FEB 2000)

(Reference 52.248-1)

I. 71 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

(Reference 52.249-6)

I. 72 52.249-14 EXCUSABLE DELAYS (APR 1984)

(Reference 52.249-14)

I. 73 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

(Reference 52.253-1)

I. 74 3452.202-1 DEFINITIONS (AUG 1987)

(Reference 3452.202-1)

I. 75 3452.208-70 PRINTING (AUG 1987)

(Reference 3452.208-70)

(The following clause shall apply to cost reimbursement contracts with nonprofit organizations other than educational institutions, hospitals, or organizations listed in Attachment C to OMB Circular A-122.)

I. 76 3452.216-70 ADDITIONAL COST PRINCIPLES (AUG 1987)

(Reference 3452.216-70)

(The following clause shall apply to contracts with organizations that have fixed indirect cost rates with carry forward adjustments approved by the

Government agency responsible for negotiating the organization's indirect cost rates.)

I. 77 3452.216-71 NEGOTIATED INDIRECT COST RATES - FIXED (AUGUST 1987)

(Reference 3452.216-71)

I. 78 3452.227-70 PUBLICATION AND PUBLICITY (AUG 1987)

(Reference 3452.227-70)

I. 79 3452.227-71 PAPERWORK REDUCTION ACT (AUG 1987)

(Reference 3452.227-71)

I. 80 3452.227-72 ADVERTISING OF AWARDS (AUG 1987)

(Reference 3452.227-72)

I. 81 3452.228-70 REQUIRED INSURANCE (AUG 1987)

(Reference 3452.228-70)

I. 82 3452.237-71 SERVICES OF CONSULTANTS (AUG 1987)

(Reference 3452.237-71)

I. 83 3452.242-70 LITIGATION AND CLAIMS (AUG 1987)

(Reference 3452.242-70)

I. 84 3452.242-71 NOTICE TO THE GOVERNMENT OF DELAYS (AUG 1987)

(Reference 3452.242-71)

I. 85 3452.242-72 WITHHOLDING OF CONTRACT PAYMENTS (AUG 1987)

(Reference 3452.242-72)

I. 86 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH DISABILITIES

(Reference 3452.242-73)

I. 87 3452.243-70 KEY PERSONNEL (AUG 1987)

(Reference 3452.243-70)

I. 88 3452.247-70 FOREIGN TRAVEL (AUG 1987)

(Reference 3452.247-70)

I. 89 52.252-2a CLAUSES INCORPORATED BY REFERENCE (MAY 2001)

The addresses referred to in clause 52.252-2 for electronic access to the full text of clauses are:

http://www.acquisition.gov/far/index.html for FAR clauses and http://www.ed.gov/policy/fund/reg/ clibrary/edar.html for EDAR clauses.

I. 90 307-34 RECOVERY ACT REPORTING REQUIREMENT FOR PRIME CONTRACTORS (FEB 2009)

The contractor shall report, as required by Section 1512 of the Recovery Act and OMB Memorandum M-09-10, the following information to the Department of Education 10 days after the end of each calendar quarter, starting on July 10, 2009 to both the CO and COR:

(1) The total amount of recovery funds received from the Department of Education;

(2) The amount of recovery funds received that were obligated and expended to projects or activities.

This reporting will also included unobligated Allotment balances to facilitate reconciliations.

(3) A detailed list of all projects or activities for which recovery funds were obligated and expended, including--

(A) The name of the project or activity;

(B) A description of the project or activity;

(C) An evaluation of the completion status of the project or activity;

(D) An estimate of the number of jobs created and the number of jobs retained by the project or activity; and

(4) Detailed information on any subcontracts awarded by the contractor to include the data elements required to comply with the Federal Funding Accountability and Transparency Act of 2006 (P.L. 109-282), allowing aggregate reporting on awards below $25,000 or to individuals, as prescribed by the Director of OMB.

I. 91 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 60 days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days days 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 60 Months.

(d) The Option Periods are as follows:

Option Period I from Month 13 to Month 24 $ To Be Determined Option Period II from Month 25 to Month 36 $ To Be Determined Option Period III from Month 37 to Month 48 $ To Be Determined Option Period IV from Month 49 to Month 60 $ To Be Determined (End of Clause)

I. 92 3403-1 SELF REPORTING OF VIOLATIONS - RECOVERY ACT (FEB 2009)

The contractor and subcontractor shall promptly refer to an appropriate inspector general any credible evidence that a principal, employee, agent, contractor, sub-grantee or subcontractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act(31 U.S.C. 3729-3733).

I. 93 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 30 days.

SECTION J

LIST OF ATTACHMENTS

J. 1 309-1a LIST OF ATTACHMENTS (APRIL 1984)

Included Identifier Description Pages Attached By Ref.

A Performance-Based 12 X Work Statement

B Award Fee Evaluation 7 X Plan

C Contractor Performance 4 X Information

D Small Business 3 X Subcontracting Plan

SECTION K

REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (APR 2008)

(a) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by the DUNS number or "DUNS+4" that identifies the offeror''s name and address exactly as stated in the offer. The DUNS number is a nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11) for the same concern.

(b) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number--

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror the a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv) Company mailing address, city, state and Zip Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(End of Provision)

K. 2 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (DEC 2008)

(a)

(1) The Offeror certifies, to the best of its knowledge and belief, that--

(i) The Offeror and/or any of its Principals--

(A) Are /_/ are not /_/ presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have /_/ have not /_/, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the…