EDFSA11D0012.pdf

SOLICITATION CONTRACT ORDER FOR COMMERCIAL ITEMS 1. REOUISITIONNUMBER

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

2. COl'tTRACT NO.

ED-FSA-11-O.0012

7. FOR SOLICITATION

INFORMATION CALL:

3. AWARD/EFFECTIVE 4. ORDER NUMBER

OATE

SEP17. 2011

e. NAME Nicholas Chung nlcholas.chung@ed.gov

9. ISSUED fN CODE FSA-FS2

5. SOUCITATION HVMBER

b. TELEPHONE NUMBER (No collect coll,J

202-377-3635

6, SOllCITA TION ISSUE

DATE

8. OFFEJ'I DUE DATE/

LOCAL TIME

United States Department of Educallon Ftderal Student AldlMl,aion Support GfWI) 830 Ar&t St NE· Su~e 91F3

---------1

10. THfS ACOUISITON IS

O uN11ESTRICTED oR OsET ASIDE: 'l(, FOR:

WNhln9to11 OC 20202

11. DELIVERY FOR FOB DESTINA· 12. OISCOIUHT TERMS

TION UNLESS BLOCK IS Net 30

MARKED

see SCHEDULE

16. OEUVER TO . CODE

NAICS:

SJZE STANDARD:

t3a. Tl-IS CONTRACT IS A

RA TED ORDER UNDER

OPAS (16 CfR 700!

16. ADMINISTERED BY'

0sMl\l.l 1!\JSINE$ □EMERGING SMALL

8USINESS 0 HUBZONE SMALL

BUSINESS

QseRVICE,DISABlEO VETERAN- □ S(AJ

OWNED SMAll BUstNESS

13b. RATING

14. METHOD Of SOllClTATIOH

RFQ

---- -1Unl1od SlalGS Department of Educatioo

Fedel81 Sludent Ald/MIHion Support Group 830 Flnll St NE • Suite 91F3 Washlnllk>n DC 20202

174 CONTRACTOR/ 000 FACR.I

OffEROR • 32048 COOE

18a. PAYMENT Will BE MADE BY

MISSOURI HIGkER EDUCATION LOAN AUTHORITY

833 SPIRIT OR

CHESTERFIELD MO 630051243

CAGE: •1VN3

TIN: 431261625 DUNS; 18939&138

TELEPHONE NO.

D 17b. CIHECK IF REMITTANCE IS OJFFERENT ANO PUT SUCH AOORESS-IN 1311. SUBMIT INVOICES TO ADORES$ SHOWN IN BtOCI( 18& UNLESS BLOCK

O'FFER BELOW !S CHECKED ~ SE-e AOOENOUM

19. 20.

ITEM NO. SCHfOULE OF SUPPLIES/SERVICES

Please see contlnl!Jatlon page for line Item details.

26. ACCOUNTING ANO APPROPRIATION DATA

See Schedule

21.

OUANTITV

22.

UHff

23.

UNIT PRICE

26. TOTAL A WARD AMOUNT /For Govt. Use Only}

$0.00

211. SOUCll'ATIOH IHCOIIPOllil\TlS fl'f 11£Ff1181C£ FAii 6.2.212-1, 62.212·4. F.All 52.212..:JANO 62.212.S AIIE A7TN:HEO. A!M>UiOA

27b, CONTIIACT/PURC!iASE ORDER INCORPORATES 8V RUERENCE FAR &2.212-4, FAR 52.212-51S ATTACH~. A00Ell0A

AM t«)'I' I\TfACM.0

ARE NOT ATTi'l;HfO

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT ANO RETUFIH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER All ITEMS SET fC,()RfH ()R OTHfR\YISE IOEHTIFIEO ~ove ANO ON ANY

ADDITIONAL SHEETS SU9JECT TO THE TERMS ANO CONDITIONS SPECIFIED

30e. SIGNATURE OF OFFEROR/CONTRACTOfl

,,,---y

. DATE SIGNED 31

29. AWARD OF CONTRACT: REF.

ATEO ------ • YO N SOLICITATION

LOCK 61, INCLU ES WHICH ARE

J o.,.!_jtn.iJrK, , ar, .

f..><.e ~ . i'l/1', "[)j rec-fo/ 0,-.,.,:1 r. -

Mike Whisler mike.whlsler@ed.gov SEPl.12011

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 IReV. 3/20051 l'rucrii...t bv GSA • FAR 14R ~FA\ ~!\ ? 1 ?

19. 20. 21. 22. 23. 24. ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

□ RECEIVED □ INSPECTED 0 ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHOAZED GOVERNMENT REPRESENTATIVE

32g. E·MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35, AMOUNT VERIFIED 36. PAYMENT 37. CHECK NUMBER

CORRECT FOR

!PARTIAL I IFINAL

□ COMPLETE 0 PARTIAL D FINAL

38. SIR ACCOUNT NO. 39. SIR VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT 1$ CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print}

41 b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location}

42c. DATE REC'D (YY/MM/DDJ 142d, TOTAL CONTAINERS

STANDARD FORM 1449 !REV. 3120051 BACK

A.

A.1

ADDENDUM 1- SF 1449 CONTINUATION PAGE

Schedule of Supplies/Services

For the first 100,000 allocated borrower accounts ONLY, the following pricing shall apply:

·. • Min. Max.Order CLIN Catel!:orv - - - Unit Price

Order

0001 Borrowers in In-school Status $ 1.150 1 10 million Borrowers in Grace or Current

0002 Repayment Status $ 2.320 I 10 million Borrowers in Deferment or

0003 Forbearance $ 2.280 I 10 million Borrowers 31-90 Days

0004 Delinouent $ 1.780 1 10 million Borrowers 91-150 Days

0005 Delinouent $ 1.650 I 10 million Borrowers 151-270 Days

0006 Delinouent $ 1.510 I 10 million 0007 Borrowers 270+ Davs Delinouent $ 0.550 I 10 million

On-System Conversion Fees (Per 0008 Borrower Account)* $ 10.000 I 10 million

Incurred Start-Up Costs (Per 0009 Entitvl** Up to $300,000 I 10 million

*Applies lo the first /00,000 borrower accounts each Entity loads onto its system/or servicing. Billable only after actual conversion of accounts has occurred No costs for off-system conversions/transfers shall apply.

**Reimbursable ceiling amount/or actual, reasonable, allowable, and allocable costs incurred in meeting the Government's slated requirements, in accordance with FAR 31.201. All costs under this categ01y shall be subject to audit, and are only reimbursable after contract award

For all borrower accounts above the first 100,000 allocated accounts, the following pricing shall apply:

Min. Max.

CLIN Status lJnit Price Order Order

Borrowers in In-school 0010 Status $ 1.050 10 million

Borrowers in Grace or Current Repayment

0011 Status I 3,000,000 $ 2.110 10 million 0012 3,000,001 UP $ 1.900 10 million

Borrowers in Deferment or

0013 Forbearance $ 2.070 10 million 0014 $ 1.730 10 million

Borrowers 31-90 0015 Deli! $ 1.620 10 million

Borrowers 91-150 0016 Delil1 $ 1.500 10 million 0017 Borrowers 15 $ 1.370 10 million

Da s Delio Borrowers 270+

Delio $ 0.500 10 million

Entities shall be responsible for the accurate tracking and proper invoicing of its borrower accounts, in accordance with the pricing structure above.

In accordance with Section B.12.N.14, once two (2) million borrower accounts have been collectively allocated under this contract, pricing for ALL borrower accounts (including the initial I 00,000 allocation) shall reve1t to the pricing found in CL!Ns 0010 through 0018 above, as applicable. Pricing provided in CL!Ns 0001 through 0009 shall no longer apply.

B. ADDENDUM 2 - 52.212-4, CONTRACT TERMS AND CONDITIONS-

COMMERCIAL ITEMS (MAR 2009)

B.1 52.212-4 Contract Terms And Conditions-Commercial Items (Mar 2009)

TAILORED

(c)(l) Changes. The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(i) Description of services to be performed.

(ii) Time of performance (i.e., hours of the day, days of the week, etc.).

(iii) Place of performance of the services.

(2) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

(3) The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

(4) If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.

(5) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

B.2 52.232-18 Availability of Funds (Apr 1984) -TAILORED The Government's obligation for performance of this contract is contingent upon the availability of"Mandatory Funds" under Section 2212(b) of the Health Care and Education Reconciliation Act of2010 (Pub.L. 111-152, 124 Stat. 1029), from which payment for contract purposes can be made. No legal liability on the pmi of the Government for any payment may arise for perfmmance under this contract beyond the current expiration of the "Mandatory Funds", and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

B.3 52.252-2 Clauses Incorporated By Reference (APR 2010) 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. The full text of a clause may also be accessed electronically at:

https://www.acquisition.gov/Far/

• 52.203-13 Contractor Code of Business Ethics and Conduct (Dec 2008)

• 52.203-14 Display of Hotline Poster(s) (Dec 2007)

• 52.204-10 Repmiing Executive Compensation and First Tier Subcontracts Award

(Jul 2010)

• 52.209-6 Protecting the Government's Interest when Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (SEP 2006)

• 52.216-18

• 52.216-19

• 52.216-22

• 52.217-8

• 52.217-9

• 52.222-54

• 52.224-1

• 52.224-2

• 52.227-14

• 52.237-3

Ordering (OCT 1995)

(a) the effective date of award; the end of the cun·ent period of performance Ordering Limitations (OCT 1995)

(a) One Borrower (b )(I) Ten Million Borrowers (b)(2) Ten Million Borrowers (b)(3) Two Days

(d) One Day Indefinite Quantity (OCT 1995)

(d) the end of the current period of performance Option To Extend Services (NOV 1999)

• 120 days Option to Extend the Term of the Contract (MAR 2000)

(a) 120 days; 15

(c) September 30, 2019 Employment Eligibility Verification (Jan 2009) Privacy Act Notification (APR 1984) Privacy Act (APR 1984) Rights in Data-General (DEC 2007) Continuity of Services (JAN 1991)

B.4 EDAR 3452.202-1 Definitions (MAR 2011)

(a) The definitions at FAR 2.101 are appended with those contained in Education Department

Acquisition Regulations (EDAR) 3402.10 I.

(b) The EDAR is available via the Internet at http://www.ed.gov/policy/fund/reg/clibrary/edar.html.

B.5 EDAR 3452.209-71 Conflict oflnterest (MAR 2011)

(a) (!) The contractor, subcontractor, employee, or consultant, has certified that, to the best of its knowledge and belief, there are no relevant facts or circumstances that 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 impat1iality of the contractor, subcontractor, employee, or consultant).

Conflicts may arise in the following situations:

(i) Unequal access to information-A potential contractor, subcontractor, employee, or consultant has access to nonpublic information through its performance on a government contract.

(ii) Biased ground rules-A potential contractor, subcontractor, employee, or consultant has worked, in one government contract, or program, on the basic structnre or ground rules of another government contract.

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(iii) 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, impattial 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:

(A) 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;

(B) Significant connections to teaching methodologies that might require or encourage the use of specific products, property, or services; or

(C) Significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific curriculum, specific products, propet1y, or services.

(2) 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.

(3) 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, ifit deems such termination necessary to avoid the appearance ofa 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 18 U.S.C.

l001 and fines ofup to $5,000 for violation of31 U.S.C. 3802. Fut1her remedies include suspension or debarment from contracting with the Federal government. The contractor may also

Sof29 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 that conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (e).

B.6 EDAR 3452.208-71 Printing (MAR 2011) Unless otherwise specified in this contract, the contractor shall not engage in, nor subcontract for, any printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with the performance of work under this contract; except that performance involving the duplication of fewer than 5,000 units of any one page, or fewer than 25,000 units in the aggregate of multiple pages, shall not be deemed to be printing. A unit is defined as one side of one sheet, one color only (with black counting as a color), with a maximum image size of I 03/4 by 14 V4 inches on a maximum paper size of 11 by 17 inches. Examples of counting the number of units: black plus one additional color on one side of one page counts as two units. Three colors (including black) on two sides of one page count as six units.

B.7 EDAR 3452.224-70 Release oflnformation Under the Freedom oflnformation Act

(MAR2011)

By entering into a contract with the Department of Education, the contractor, without regard to proprietary markings, approves the release of the entire contract and all related modifications and task orders including, but not limited to: (I) Unit prices, including labor rates; (2) Statements of Work/Performance Work Statements generated by the contractor; (3) Performance requirements, including incentives, performance standards, quality levels, and service level agreements; ( 4) Reports, deliverables, and work products delivered in performance of the contract (including quality of service, performance against requirements/standards/service level agreements); (5) Any and all information, data, software, and related documentation first provided under the contract; (6) Proposals or portions of proposals incorporated by reference; and (7) Other terms and conditions.

B.8 FSA 27-1 Labeling Of Documents (June 2007)-TAILORED The Contractor shall not label any data, as defined in the clause at 52.227-14, produced in performance of this contract in a way that would restrict the Government's right to use or release the information. If applicable, the Contractor shall include a legend that identifies sensitive data that should not be released for security reasons. Under FAR 52.227-14, Rights in Data-General (or 52.227-15, -16, -17) clause, this data may be used for any public purpose. Deliverables shall not contain vendor-specific logos, mottos, watermarks, or holograms.

The Contractor shall not use, particularly for proposals, U.S. Government logos, such as the U.S.

Depatiment of Education or Federal Student Aid.

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B.9 EDAR 3452.227-73 Limitations on The Use Or Disclosure of Government- Furnished Information Marked With Restrictive Legends (MAR 2011)

(a) For contracts under which data are to be produced, furnished, or acquired, the terms limited rights and restricted rights are defined in the rights in data-general clause (FAR 52.227-14).

(b) Proprietary data, technical data, or computer software provided to the contractor as Government-furnished information (GFI) under this contract may be subject to restrictions on use, modification, reproduction, release, performance, display, or further disclosure.

(I) Proprietary data with legends that serve to restrict disclosure or use of data. The contractor shall use, modify, reproduce, perform, or display proprietary data received from the Government with proprietary or restrictive legends only in the performance of this contract. The contractor shall not, without the express written permission of the party who owns the data, release, or disclose such data or software to any person.

(2) GFI marked with limited or restricted rights legends. The contractor shall use, modify, reproduce, perform, or display technical data received from the Government with limited rights legends or computer software received with restricted rights legends only in the performance of this contract. The contractor shall not, without the express written permission of the party whose name appears in the legend, release or disclose such data or software to any person.

(3) GFI marked with specially negotiated license rights legends. The contractor shall use, modify, reproduce, release, perform, or display proprietary data, technical data, or computer software received from the Government with specially negotiated license legends only as permitted in the license. Such data or software may not be released or disclosed to other persons unless permitted by the license and, prior to release or disclosure, the intended recipient has completed the use and non-disclosure agreement.

The contractor shall modify paragraph ( c )(I )(iii) of the use and nondisclosure agreement (3452.227-72) to reflect the recipient's obligations regarding use, modification, reproduction, release, performance, display, and disclosure of the data or software.

(c) Indemnification and creation of third party beneficiary rights.

(I) The contractor agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of proprietary data, technical data, or computer software received from the Government with restrictive legends by the contractor or any person to whom the contractor has released or disclosed such data or software.

(2) The contractor agrees that the party whose name appears on the restrictive legend, in addition to any other rights it may have, is a third party beneficiary who has the right of direct action against the contractor, or any person to whom the contractor has released or disclosed such data or software, for the unauthorized duplication, release, or disclosure of proprietary data, technical data, or computer software subject to restrictive legends.

B.10 EDAR 3452.227-72 Use and Non-Disclosure Agreement (MAR 2011)

(a) Except as provided in paragraph (b) of this clause, proprietary data, technical data, or computer software delivered to the

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Govermnent with restrictions on use, modification, reproduction, release, perfo1mance, display, or disclosure may not be provided to third paiiies unless the intended recipient completes and signs the use and non-disclosure agreement in paragraph ( c) of this clause prior to release or disclosure of the data.

(1) The specific conditions under which an intended recipient will be authorized to use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data subject to limited rights, or computer software subject to restricted rights must be stipulated in an attachment to the use and non-disclosure agreement.

(2) For an intended release, disclosure, or authorized use of proprietary data, technical data, or computer software subject to special license rights, modify paragraph (c)(l)(iv) of this clause to enter the conditions, consistent with the license requirements, governing the recipient's obligations regarding use, modification, reproduction, release, performance, display, or disclosure of the data or software.

(b) The requirement for use and nondisclosure agreements does not apply to Government contractors that require access to a third paiiy' s data or softwai·e for the performance of a Government contract that contains the 3452.227-73 clause, Limitations on the use or disclosure of Government furnished info1mation marked with restrictive legends.

( c) The prescribed use and non-disclosure agreement is:

Use and Non-Disclosure Agreement

The undersigned, Raymond H. Bayer, Jr., an authorized representative of the Missouri Higher Education Loan Authority, (which is hereinafter refened to as the "recipient") requests the Government to provide the recipient with proprietaiy data, technical data, or computer software (hereinafter refened to as "data") in which the Government's use, modification, reproduction, release, perfo1mance, display, or disclosure rights are restricted. Those data are identified in an attachment to this agreement. In consideration for receiving such data, the recipient agrees to use the data strictly in accordance with this agreement.

(1) The recipient shall-

(i) Use, modify, reproduce, release, perform, display, or disclose data marked with Small Business Innovative Research (SBIR) data rights legends only for gove1mnent purposes and shall not do so for any commercial purpose. The recipient shall not release, perfmm, display, or disclose these data, without the express written pe1mission of the contractor whose naine appears in the restrictive legend (the contractor), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these data to submit offers for, or perform, contracts with the recipient. The recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these data to such persons. Such an agreement must be consistent with the te1ms of this agreement.

(ii) Use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data marked with limited rights legends only as specified in the attachn1ent to this agreement. Release, perfmmance, display, or disclosure to other persons is not

8of 29 authorized unless specified in the attachment to this agreement or expressly permitted in writing by the contractor.

(iii) Use computer software marked with restricted rights legends only in perfo1mance of contract number ED-FSA-11-D-0012. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share; or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend.

(iv) Use, modify, reproduce, release, perform, display, or disclose data marked with special license rights legends [To be completed by the contracting officer. See paragraph (a)(2) of this clause. Omit if none of the data requested is marked with special license rights legends].

(2) The recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these data from inadvertent release or disclosure to unauthorized third parties.

(3) The recipient agrees to accept these data "as is" without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding data specified in a contract for the perf01mance of that contract.

(4) The recipient may enter into any agreement directly with the contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these data.

(5) The recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, perfo1mance, display, or disclosure of data received from the Government with restrictive legends by the recipient or any person to whom the recipient has released or disclosed the data.

(6) The recipient is executing this agreement for the benefit of the contractor. The contractor is a third party beneficiary of this agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the recipient or any other person to whom the recipient has released or disclosed the data, to seek damages from any breach of this agreement, or to otherwise enforce this agreement.

(7) The recipient agrees to destroy these data, and all copies of the data in its possession, no later than 30 days after the date shown in paragraph (8) of this agreement, to have all persons to whom it released the data do so by that date, and to notify the contractor that the data have been destroyed.

(8) This agreement shall be effective for the period commencing with the recipient's execution of this agreement and ending upon September 30, 2019, The obligations imposed by this agreement shall survive the expiration or termination of the agreement.

f/L'L .SJOu 1<J H:lf:f/ ff~ (/Jt1tt17:Zt:/v lt:1/]N Recipient's Business Name

Representative's Typed Name and Title

B.11 FSA 32-1 Invoice Procedures (November 2009)

1 i Date

The Contractor must submit a physical invoice via mail, fax, or e-mail for this contract in order to be paid for products and/or services rendered.

Federal Student Aid's "designated billing office" is:

US Department of Education Union Center Plaza Federal Student Aid Administration 830 First Street, NE - Suite 54B 1 Washington, D.C. 20202-0001 E-mail: InvoiceAdmin@ed.gov Fax: 202-275-3477

The Contractor shall also simultaneously submit copies of the invoice to the Contracting Officer and one to the Contracting Officer's Representative (COR). The CO and COR should receive copies via the same means as the invoice sent to the Budget Group.

When submitting an invoice via mail, the Contractor shall submit the original invoice AND two copies of the invoice.

At a minimum the following items must be addressed in order for the invoice to be considered "proper" for payment:

(I) Name and Address of the Contractor.

(2) Invoice Number and Invoice Date (Date invoices as close as possible to the date of mailing or transmission). The date and actual submission must occur after receipt, inspection and acceptance of the supplies or services.

(3) The Contract number, contract line item, and if applicable, the order number must be included on the invoice and be correct.

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(4) Description, quantity, unit of measure, unit price, and extended price of the item delivered must agree with the contract or order.

(5) Terms of any prompt payment discount offered.

( 6) Name, title, and phone number of persons to be notified in event of defective invoice.

(7) The period of time covered by the invoice must include the first and last day of the period.

(8) Totals must be supported by subtotals and subtotals should be supported by detail, ( e.g.

documentation for categories of labor, hours performed, unit prices) and deliverables provided.

(9) If required by this contract or order, receipts must be provided to suppo1t documentation of "other direct costs" (ODCs) or materials.

(10) SPECIAL INSTRUCTIONS FOR FINANCE PAYMENTS:

Invoices for finance payments shall specifically and prominently identify the payment request as follows:

REQUEST FOR FINANCING PAYMENT

Finance payments are not subject to the Prompt Payment Act. Failure to identify the invoice as a request for financing may result in delay of payment. Invoices that are identified as Requests for Finance Payments shall only include the finance payments listed in the contract. Requests for finance payments shall not be combined with other types of invoice payments.

B.12 ADDITIONAL TERMS AND CONDITIONS

A. Contract Type-This contract is for the NATIONAL OPTION. All terms and conditions herein shall apply whether this is a "National Option" or "State Option" award, unless otherwise noted.

National Option- Indefinite Delivery/Indefinite Quantity (IDIQ). During the course of the basic ordering period, the IDIQ minimum is $2,532,000, provided that the Contractor is in compliance with the requirements for servicing federally held debt, and the maximum volume for the basic ordering period agreement will be I 0 million borrowers. The Optional Ordering Period will have a minimum of $1,000 and a maximum of an additional 10 million borrowers.

B. Ordering Period-The ordering period for this contract will be one (I), five (5) year Base Ordering Period, with one (I) Optional Ordering Period through September 30, 2019.

C. Requirements Deadlines-The Contractor shall comply with the requirements (as provided in Attachment A-2) for servicing federally held debt no later than July!, 2014. If applicable, the Contractor shall also comply with the Supplemental Requirements ( as provided in Attachment A-6), in accordance with Section B.12.N.14.

D. Quarterly Compliance Monitoring-[Reserved] E. Annual Compliance Audit-[Reserved] F. Allocation Methodology-See Attachments A-4 and A-5.

G. Allocation Metrics-See Attachments A-4 and A-5.

H. Performance Incentives/Metrics-See Attachments A-4 and A-5.

I. Price Definitions-See Attachment A-3.

J. Work Performed Ontside the Continental United States-The Contractor has represented to the Department that it will perform all work required under this Contract within the United States. If, at any time, the Contractor wishes to perform any Contract work outside the United States, the Contractor shall inform the Contracting Officer, in advance and in writing, of its intention and request the Department's approval. The Contractor shall not perform any Contract work outside the United States unless and until it has received the Contracting Officer's explicit, written approval to perform such work. In order to give proper consideration to the Contractor's request, the Department may ask for, and the Contractor shall provide, information relevant to the proposed performance outside the United States, including but not limited to a detailed description of the physical, personnel and management resources to be used and any potential difficulties or constraints in performing in the foreign jurisdiction. The Department may refuse to approve Contract performance outside the United States to the extent that, solely in the Department's judgment, the Contractor has not shown that performance outside the United States would satisfy the Contract requirements and would not impair or degrade performance. Further, the Department may refuse to approve any performance outside the United States for any other reason, or for no reason, except as othe1wise required by the laws and treaties of the United States. The Department also may approve performance outside the United States subject to certain conditions, to which conditions the Contractor shall strictly adhere. Neither performance within the United States, nor the Department's refusal to allow performance outside the United States shall ever constitute a change to this Contract or give rise to any entitlement to additional compensation or excuse any failure of performance by the Contractor. Nothing in this clause shall be interpreted to impose any obligation on the Department to allow or to refuse a request for performance of this Contract outside the United States.

K. Branding/Marketing Material-Contractors may not solicit or promote other services/products they, or their affiliates, offer while servicing Department of Education borrowers, or Federally held debt. This includes all communication channels and touch points, such as but not limited to: inbound and outbound calls/email, web pages, any mailings specific to the status of their account, direct personal and automated interaction, etc.

Scenarios: (I) if the servicer services Federally and non-Federally held debt and offers combined billing, no marketing envelopes or inserts for other services/products may be issued; (2) if the servicer services Federally and non-Federally held debt and does NOT use combined billing, normal marketing may be provided for non- Federally held debt for other services/products; and (3) if the servicer services Federally and non-Federally held debt and is in personal contact, no marketing for other services/products may be discussed. If a borrower with in-school status seeks information regarding other products or services from the servicer, the borrower shall be directed to their school's Student Financial Assistance Office.

Any exception or ambiguity regarding the above shall be reviewed and approved by the Contracting Officer in advance.

L. Invoicing and Non-Compliance - Borrowers whose loans are not being serviced in compliance with the Requirements, Policy and Procedures for servicing federally held debt due to the fault of the servicer ( e.g. correct interest calculations, correct balances, interest determination and calculations, notices sent properly, proper due diligence, etc.), will not be billable to the Government from the initial point of non-compliance. Any funds that have been invoiced for these borrowers and paid shall be returned to the Government via a credit on the next invoice.

M. Contracting Officer's Representative- See Section B.15.

N. Additional Terms:

I. The Not-for-Profit (NFP) Servicing contracts are for any "eligible" and "qualified" entities (herein referred to as "Entity" or "Entities", unless otherwise noted) in accordance with the Health Care and Education Reconciliation Act of2010 (Pub.L. 111- 152, 124 Stat. 1029) (herein referred to as "HCERA" and/or "SAFRA") to manage all types of Title IV student aid obligations, including, but not limited to, servicing of outstanding debt. The initial task orders may cover servicing ofloans under the William D. Ford Federal Direct Loan Program (DL), the Federal Family Education Loan (FFEL) Program, the Federally Insured Student Loan (FISL) Program, and/or Teacher Education Assistance for College and Higher Education (TEACH) Grants that have converted to Federal Direct Unsubsidized Stafford Loans (Entities will not be required to service/track TEACH Grants that are in grant status). National Option contracts are not Requirements contracts.

2. Each Contractor will provide, at a minimum, the services provided within their proposal, including all necessary and appropriate Default Aversion services, in accordance with the pricing identified in Term #3 below.

3. The Government will set and manage the common pricing, including tier structure, below:

For the first 100,000 allocated borrower accounts ONLY, the following pricing shall apply:

•. Cate,wrv . . Unit Price Borrowers in In-school Status $ l.150

Borrowers in Grace or Current Reoavment Status $ 2.320 Borrowers in Deferment or Forbearance $ 2.280

Borrowers 31-90 Days Delinquent $ l.780 Borrowers 91-150 Davs Delinquent $ l.650

Borrowers 151-270 Davs Delinauent $ 1.510 Borrowers 270+ Days Delinquent $ 0.550

On-Svstem Conversion Fees (Per Borrower Account)* $ 10.000 Incurred Start-Uo Costs (Per Entity)** Uo to $300,000

*Applies to the first 100,000 borrower accounts each Entity loads onto its system/or servicing. Billable only after actual conversion of accounts has occurred No costs for off-system conversions/transfers shall apply.

**Reimbursable ceiling amount/or actual, reasonable, allowable, and allocable costs incurred in meeting the Government's stated requirements, in accordance with FAR 31.201. All costs under this categ01y shall be subject to audit, and are only reimbursable after contract mvard

For all borrower accounts above the first 100,000 allocated accounts, the following pricing shall apply:

Status Volume Low Volume High Unit Price

Borrowers in In-school Status Borrowers in Grace or Current Repayment

Status

Borrowers in Deferment or Forbearance 3,000,001

3,000,000

UP

1,600,000

UP

$ 1.050

$ 2.1 IO

$ 1.900 $ 2.070 $ 1.730 $ 1.620 $ 1.500 $ 1.370 $ 0.500

Entities shall be responsible for the accurate tracking and proper invoicing of its borrower accounts, in accordance with the pricing structure above.

Out year pricing will follow the methodology described utilizing the subsequent terms.

There will be no set declination in pricing at the time of award.

4. The Government has included an escalation methodology based upon the Bureau of Labor Statistics' (BLS) Employment Cost Index (ECI) for Total Compensation, Private Industry, Service Occupations (Not Seasonally Adjusted), to account for significant inflation and/or deflation. When the EC! exceeds 3.0% (plus or minus) in any given year the Government will adjust the established common pricing by any amount in excess of this rate. The calculated rate of escalation will equal the average of the 12-month percent change for the previous four quarters, ending June 30th

. This ECI escalation will be applied begim1ing in September of the same calendar year. Further, this escalation will compound for all remaining years of the Base and Optional Ordering Periods.

For example, EC! rate released in June 20 I I is 3.6%. The Government will increase unit pricing by .6% for the contract beginning September I, 20 I I and all remaining years of the Base Ordering Period, as well as the Optional Ordering Period.

A decreasing rate of inflation would follow the same pattern as above. For example, if the ECI decreases by more than 3.0%, then the unit prices for the remaining out-years will also decrease by the percentage in excess of3.0%. For example, EC! rate released in June 201 I is -4.2%. The Government will decrease unit pricing by 1.2% for the contract period beginning September I, 2011 and all remaining years of the Base Ordering Period, as well as the Optional Ordering Period.

5. Common pricing includes all supplies, services and other costs to deliver Title IV servicing under this contract, including:

• Costs for bringing Contractor systems into compliance for handling federally held debt.

• Costs for legislative, regulatory or policy changes that affect the Federal Family

Education Loan (FFEL) Program community but simultaneously satisfy Direct Loan servicing requirements.

• For all other costs, the Depmtment and the Contractor(s) may come to an agreement via change order process or negotiation, as necessary.

6. National Option-The Government makes no guarantee to any Contractor that their organization will retain their current loan servicing volume. The Government will provide an initial allocation of 100,000 borrower accounts under this IDIQ contract, in accordance with the Health Care and Education Reconciliation Act of 20 IO (Pub.L. 111- 152, 124 Stat. 1029) (herein referred to as "HCERA" and/or "SAFRA"). However, the ability of the Contractor to retain and/or increase its allocation volume shall depend on the Contractor's compliance with contractual/regulatory requirements, and performance.

In the event of an inability to comply with contractual/regulatory requirements and/or a lack of satisfactory performance, the Government reserves the right to reduce the Contractor's allocation at no additional cost to the Government.

7. The Government reserves the right to periodically review and equitably adjust the rate structure to maintain effectiveness of the services provided ( e.g., different volume breaks, different tiers, cost allocations, etc)

8. The Government reserves the right to equitably introduce, eliminate, or modify loan deliverables/status items that are in the best interest of the Government or Borrower.

(e.g., In-School Deferments moved into the In-School deliverable; new deferment or forbearance categories; etc).

9. The Government reserves the right to unilaterally shift borrowers in the best interest of the Government or Borrowers, at no additional cost to the Government. It is anticipated that this will be done only with reasonable and prudent cause. This term is not subject to the Disputes and Appeals process provided in FAR Subpart 33.2.

I 0. The Government retains the unilateral right to resolve split-borrowers as deemed appropriate by the Government, at no additional cost to the Government. This term is not subject to the Disputes and Appeals process provided in FAR Subpart 33.2.

11. The Government reserves the right to periodically review and unilaterally adjust the performance and/or allocations metrics and/or methodology to maintain effectiveness of the services provided.

12. An "eligible" and "qualified" Entity shall only receive the initial I 00,000 account allocation once, regardless of future changes, and/or potentially multiple teaming arrangements.

13. Initial Allocation-Initial Allocation will be scheduled so that Initial Allocations can be made in an efficient and prudent manner.

Ongoing allocations (i.e. any allocation subsequent to an Entity's Initial Allocation) shall be managed in accordance with the allocation methodology provided in this agreement.

14. Performance Measurement/Allocatiou Methodology-See Attachment A-4, "Ongoing Allocation Methodology- v3" and Attachment A-5, "SAJ1/IPLE ONLY-Ongoing Allocation Metric Calculation (National Option Only) - v3".

a. National Option Only-Once an Entity (and its team) has been collectively allocated two (2) million borrowers - that Entity shall also meet the Supplemental Requirements provided in Attachment A-6 at no additional cost to the Government and comply with the TIVAS terms and conditions provided as Attachment A-8, within six (6) months of receiving its two millionth borrower account and shall compete with the other TIV AS for allocation, making it no longer eligible to compete with the other non-TIVAS Entities for allocation. In the event that the Entity does not meet the Supplemental Requirements (provided in Attachment A-6) and the TI VAS terms and conditions (provided in Attachment A-8) within six (6) months of receiving the two millionth borrower account, the Government will reduce that Entity's allocation volume by 200,000 borrower accounts each month, until the Entity has come into compliance with the Supplemental Requirements in Attachment A-6 and the TIV AS terms and conditions in Attachment A-8. These accounts may not be reinstated even after the Entity has come into compliance with the Supplemental Requirements in Attachment A-6 and the TIVAS terms and conditions in Attachment A-8.

15. Key Subcontractors-The Subcontractors listed below (or as specified in the Schedule of this contract) are considered essential for the purposes of determining the Contractor's borrower account allocation and the capability to perform under this contract. Any subcontractor that has a material impact on the ability of the Contractor to perform under this agreement, as well as those for which credit is given for I 00,000 borrower account allocation shall be considered Key, and shall be listed below (or as specified in the Schedule of this contract). No credit for 100,000 borrower acconnt allocations shall be given to a subcontractor that is not listed as a Key Subcontractor below. Prior to removing, replacing, or diverting any of the Key Subcontractors, the Contractor shall notify the Contracting Officer (within a reasonable time or no less than 30 days in advance of taking any action) and shall submit justification (including proposed substitutions if necessary) in sufficient detail to permit evaluation of the impact on this contract. The removal, replacement, or diversion of any of the specified Subcontractors may result in a reduction of the Contractor's allocation by up to 100,000 borrower accounts for each Subcontractor that is removed. No diversion shall be made by the Contractor without the written consent of the Contracting Officer; provided, that the Contracting Officer may ratify in writing the change and such ratification shall constitute the consent of the Contracting Officer required by this clause. The Subcontractors listed below (or as specified in the Schedule of this contract) may, with the consent of the contracting parties, be modified from time to time during the course of the contract to either add or delete Subcontractors, as appropriate.

No, 1.

Agencv (PHEAA)

2. rReservedl

3. fReservedl

16. If the Contractor's eligibility and/or qualification status under the Health Care and Education Reconciliation Act of2010 (Pub.L. 111-152, 124 Stat. 1029) changes at any time after contract award so that it is no longer "eligible" and/or "qualified", the contract shall be automatically terminated at no additional cost to the Government. This action includes changes to the law that may alter the Contractor's status, funding, and/or other factors that have a material bearing on this contract.

B.13 52.212-5 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders-Commercial Items (AUG 2011)

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

(I) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

_Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)),

(2) 52.233-3, Protest After Award (Auo 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, I 08-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_(I) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and IO U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L.

110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of2009 (June 20IO) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of2009.)

_X_ (4) 52.204-10, Repo1iing Executive Compensation and First-Tier Subcontract Awards (Jul 20IO) (Pub. L. I09-282)(31 U.S.C. 6101 note).

_ (5) 52.204-11, American Recovery and Reinvestment Act-Rep01iing Requirements (Jul 20 IO) (Pub. L. 111-5).

_ (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

_ (7) 52.209-10, Prohibition on Contracting with Inve1ied Domestic Corporations (section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

_ (8) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (Jan 201 I) ([5 U.S.C. 657a).

_ (9) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 201 I) (if the offeror elects to waive the preference, it shall so indicate in its offer) (l 5 U.S.C. 657a).

_ (I 0) [Reserved] (l l)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii)…