Final Perkins Phase II Solicitation.doc

Perkins Servicing Phase II Solicitation Number: ED-FSA-12-R-0011 Insert Standard Form 1449 Here

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

Table 1: Portfolio Value Less than or equal to $250,000,000 (Tier 1)

Status

Tier

Price per Borrower by Anticipated Ordering Period (OP)

In-School

1 and up

Grace/Repayment Current

1-500,000

500,001 and up

Deferment or Forbearance

1-300,000

300,001 and up

Delinquent 31 to 90 Days

1 and up

Delinquent 91 to 150 Days

1 and up

Delinquent 151 to 210 Days

1 and up

Delinquent 211 to 270 Days

1 and up

Delinquent 271+ Days

1 and up

Start-Up Cost

Table 2: Portfolio Value in Excess of $250,000,000 (Tier 2)

Status

Tier

Price per Borrower by Anticipated Ordering Period (OP)

In-School

1 and up

Grace/Repayment Current

1-500,000

500,001 and up

Deferment or Forbearance

1-300,000

300,001 and up

Delinquent 31 to 90 Days

1 and up

Delinquent 91 to 150 Days

1 and up

Delinquent 151 to 210 Days

1 and up

Delinquent 211 to 270 Days

1 and up

Delinquent 271+ Days

1 and up

Please complete above tables.

Note: In order to establish fair and reasonable pricing, the Government intends to solicit multiple rounds of data points.

The Pricing Schedule for this IDIQ will be the basis for issuing one or more TOs.

The Government will not reimburse any ODCs or Travel costs without prior, written approval from the Contracting Officer.

II.

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items. (JUL 2012)

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

(1) 52.222–50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

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

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

(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.]

_X_ (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 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 of 2009 (JUN 2010) (Section 1553 of Pub. L. 111–5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

___ (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Feb 2012) (Pub. L. 109–282) (31 U.S.C. 6101 note).

___ (5) 52.204–11, American Recovery and Reinvestment Act—Reporting Requirements (JUL 2010) (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) 52.209–9, Updates of Publicly Available Information Regarding Responsibility Matters (FEB 2012) (41 U.S.C. 2313).

___ (8) 52.209–10, Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012) (section 738 of Division C of Pub. L. 112–74, 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).

___ (9) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) ( 15 U.S.C. 657a ).

___ (10) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (11) [Reserved]

_X_ (12)(i) 52.219–6, Notice of Total Small Business Set-Aside (NOV 2011) ( 15 U.S.C. 644 ).

__(ii) Alternate I (NOV 2011).

__(iii) Alternate II (NOV 2011).

___ (13) (i) 52.219–7, Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

___(ii) Alternate I (OCT 1995) of 52.219–7.

___(iii) Alternate II (MAR 2004) of 52.219–7.

_X_(14) 52.219–8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637 (d)(2) and (3)).

___(15) (i) 52.219–9, Small Business Subcontracting Plan (JAN 2011) (15 U.S.C. 637(d)(4).

___(ii) Alternate I (OCT 2001) of 52.219–9.

___(iii) Alternate II (OCT 2001) of 52.219–9.

___ (16) 52.219–13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

_X_(17) 52.219–14, Limitations on Subcontracting (NOV 2011) ( 15 U.S.C. 637(a)(14) ).

___ (18) 52.219–16, Liquidated Damages—Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (19)(i) 52.219–23 , Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323)(if the offeror elects to waive the adjustment, it shall so indicate in its offer.)

___(ii) Alternate I (JUN 2003) of 52.219–23.

___ (20) 52.219–25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (DEC 2010) (Pub. L. 103–355, section 7102, and 10 U.S.C. 2323).

___ (21) 52.219–26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (OCT 2000) (Pub. L. 103–355, section 7102, and 10 U.S.C. 2323).

___ (22) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) ( 15 U.S.C. 657f ).

_X_(23) 52.219–28, Post Award Small Business Program Rerepresentation (APR 2012) (15 U.S.C. 632(a)(2)).

___ (24) 52.219–29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (APR 2012) (15 U.S.C. 637(m)).

___ (25) 52.219–30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (APR 2012) (15 U.S.C. 637(m)).

_X_ (26) 52.222–3, Convict Labor (JUN 2003) (E.O. 11755).

_X_ (27) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (MAR 2012) (E.O. 13126).

_X_ (28) 52.222–21, Prohibition of Segregated Facilities (FEB 1999).

_X_ (29) 52.222–26, Equal Opportunity (MAR 2007) (E.O. 11246).

_X_ (30) 52.222–35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

_X_ (31) 52.222–36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

_X_ (32) 52.222–37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

_X_ (33) 52.222–40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (34) 52.222–54, Employment Eligibility Verification (JUL 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35)(i) 52.223–9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___(ii) Alternate I (MAY 2008) of 52.223–9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) 52.223–15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

___ (37)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

___(ii) Alternate I (DEC 2007) of 52.223-16.

___ (38) 52.223–18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

___ (39) 52.225–1, Buy American Act—Supplies (FEB 2009) (41 U.S.C. 10a–10d).

___ (40)(i) 52.225–3, Buy American Act—Free Trade Agreements—Israeli Trade Act (MAY 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103–182, 108–77, 108–78, 108–286, 108–302, 109–53, 109–169, 109–283, 110–138, 112–41, and 112–42).

___ (ii) Alternate I (Mar 2012) of 52.225–3.

___ (iii) Alternate II (Mar 2012) of 52.225–3.

___ (iv) Alternate III (Mar 2012) of 52.225–3.

___ (41) 52.225–5, Trade Agreements (MAY 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (42) 52.225–13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury.

___ (43) 52.226–4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

___ (44) 52.226–5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

___ (45) 52.232–29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___ (46) 52.232–30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (47) 52.232–33, Payment by Electronic Funds Transfer—Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

___ (48) 52.232–34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).

___ (49) 52.232–36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

_X_ (50) 52.239–1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

___ (51)(i) 52.247–64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___(ii) Alternate I (APR 2003) of 52.247–64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.]

_X_(1) 52.222–41, Service Contract Act of 1965 “(NOV 2007)” (41 U.S.C. 351, et seq. ).

_X_(2) 52.222–42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq. ).

___(3) 52.222–43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq. ).

___(4) 52.222–44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq. ).

___(5) 52.222–51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements “(NOV 2007)” (41 U.S.C. 351, et seq. ).

___(6) 52.222–53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (FEB 2009) (41 U.S.C. 351, et seq. ).

___(7) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110–247).

___(8) 52.237–11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215–2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 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)).

(ii) 52.219–8, Utilization of Small Business Concerns (DEC 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219–8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222–26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222–35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

(vi) 52.222–36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

(vii) 52.222–40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222–40.

(viii) 52.222–41, Service Contract Act of 1965 “(NOV 2007)” (41 U.S.C. 351, et seq. ).

(ix) 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)).

(x) 52.222–51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements “(NOV 2007)” (41 U.S.C. 351, et seq.).

(xi) 52.222–53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (FEB 2009)(41 U.S.C. 351, et seq. ).

(xii) 52.222–54, Employment Eligibility Verification (JUL 2012).

(xiii) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110–247). Flow down required in accordance with paragraph (e) of FAR clause 52.226–6.

(xiv) 52.247–64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247–64.

(2) While not required, the contractor May include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

III.

Addendum to FAR 52.212-4 – Contract Terms and Conditions – Commercial Items 52.212-4 Contract Terms And Conditions—Commercial Items (Mar 2009)—TAILORED

(c) (1) 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.

ADDITIONAL CONTRACT TERMS AND CONDITIONS

TYPE OF CONTRACT

This is an Indefinite Delivery, Indefinite Quantity (IDIQ) Firm Fixed-Price contract. Specific tasks and/or work to be performed shall be detailed in either individual Task Orders (TO) issued under this IDIQ contract or via modification to the IDIQ contract itself. These TOs may be issued on a firm-fixed price basis.

MINIMUM DOLLAR GUARANTEE AND MAXIMUM CONTRACT LIMITATION

(a) Minimum – Contractor is guaranteed a total minimum of $1,000 in revenue for the Base Ordering Period provided that the contractor is in compliance with the requirements for servicing Perkins borrowers. There are no minimum guarantees for the Optional Ordering Periods.

(b) Maximum – The maximum volume for the Basic Ordering Period shall be 5 million borrowers. The Optional Ordering Periods shall have a maximum of an additional 5 million borrowers per ordering period.

(c) The Government has no obligation to issue any TOs so long as the amount specified in paragraph (a) of this clause is fulfilled.

Funding will be cited on either the individual TO or on the IDIQ.

DETERMINATION OF ORDER TYPE

Each TO Request for Proposal (RFP) shall identify the pricing mechanism deemed appropriate by the Government for that TO.

PERIOD OF PERFORMANCE

The ordering period for the IDIQ contract may last up to ten (10) years, consisting of a 5-year Base Ordering Period and a consecutive five (5) year Optional Ordering Period.

TASK ORDER PERFORMANCE PERIOD AND PRICING

Task Orders (TO) may be issued at any time during the ordering period. The performance period will be specified in the TO. For purposes of TO that extend beyond the expiration date of the contract, the final contract year’s pricing shall be used.

TASK ORDER (TO) PROCESS

Though this IDIQ is not a mandatory use contract for FSA or the Department of Education, it is anticipated that the Contractor’s services shall be obtained on an as-needed basis (i.e., through the issuance of Task Orders). The Contractor shall perform the required effort for these services, within the United States, throughout the term of this contract. Issued TOs will identify the services required; provide specific technical details (including the schedule for all deliverables and the identification of any applicable Government-Furnished Property (GFP), and/or Government-Furnished Information (GFI).

TASK ORDER ISSUANCE

(a) TO may be issued by e-mail, US Postal mail or facsimile. In addition to any other data that may be called for in the contract, the following information shall be specified in each order:

(1) Effective date of the order;

(2) Task Order number;

(3) Contract number;

(4) Government points of contact information (e.g., Government Task Leader; COR);

(5) Period of performance;

(6) The Statement of Objectives/Performance Work Statement/Statement of Work

(7) Place of performance;

(8) List of Government furnished material, if applicable; and

(9) Task Order pricing arrangement including accounting and appropriation data.

(b) Fixed Price task orders shall include the total fixed price, schedule of deliverables and payment schedule.

(c) The Contractor's acceptance of each TO shall be presumed by its commencement of work called for therein. If the Contractor finds any TO unacceptable for any reason, it shall contact the CO within 24 hours after receipt of such TO.

(d) All TOs are subject to the terms and conditions of this contract. In the event of a conflict between a TO and this contract, the contract shall control.

WORK PERFORMED OUTSIDE 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 otherwise 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.

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: (1) 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.

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 (i.e. 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.

A. 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.acqnet.gov/far/.

FAR

Clause Title

Date

52.203-3 Gratuities

Apr 1984

52.203-5 Covenant Against Contingent Fees

52.204-4 Printed or Copied Double-Sided on Recycled Paper

Aug 2000

52.204-9 Personal Identity Verification of Contractor Personnel

Sept 2007

52.204-10 Reporting Executive Compensation and First Tier Subcontract Awards

Aug 2012

52.217-2 Cancellation Under Multi-Year Contracts

Oct 1997

52.217-8 Option to Extend Services

Nov 1999

52.224-1 Privacy Act Notification

52.224-2 Privacy Act

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

Aug 1996

52.227-14 Rights in Data—General

June 1987

52.227-17 Rights in Data—Special Works

52.227-19 Commercial Computer Software—Restricted Rights

52.227-23 Rights to Proposal Data (Technical)

52.232-17 Interest

June 1996

52.232-18 Availability of Funds

52.237-2 Protection of Government Buildings, Equipment, and Vegetation

Apr 1984

52.237-3 Continuity of Services

Jan 1991

52.242-13 Bankruptcy

July 1995

52.242-15 Stop-Work Order

Aug 1989

52.244-2 Subcontracts

June 2007

52.245-9 Use and Charges

June 2007

52.247-34 F.O.B. Destination

Nov 1991

52.253-1 Computer Generated Forms

Jan 1991

B. 52.216-18 Ordering (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of task orders by any FSA Contracting Officer or activities designated in the Schedule. Such orders may be issued from the Date of Award to the end of the applicable period of performance..

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C. 52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than Two Borrowers, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of five (5) million borrowers;

(2) Any order for a combination of items in excess of ten (10) million borrowers; or

(3) A series of orders from the same ordering office within two (2) days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within One day days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

D. 52.216-22 Indefinite Quantity (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after _the end of the current period of performance

E. 52.217-9 Options 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 90 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 10 years.

F.

EDAR 3452.201–70 Contracting Officer’s Representative (COR) (MAR 2011)

(a) The Contracting Officer’s Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities that are specified in the contract. These responsibilities include inspecting all deliverables, including reports, and recommending acceptance or rejection to the contracting officer.

(b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes that affect the contract price, terms, or conditions. Any contractor requests for changes shall be submitted in writing directly to the contracting officer or through the COR. No such changes shall be made without the written authorization of the contracting officer.

(c) The COR’s name and contact information:

.Insert at Time of Award.

(d) The COR may be changed by the Government at any time, but notification of the change, including the name and address of the successor COR, will be provided to the contractor by the contracting officer in writing.

G.

EDAR 3452.202–1 Definitions—Department of Education (MAR 2011)

(a) The definitions at FAR 2.101 are appended with those contained in Education Department Acquisition Regulations (EDAR) 3402.101.

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

H.

EDAR 3452.208–72 Paperwork Reduction Act (MAR 2011) (a) The Paperwork Reduction Act of 1995 applies to contractors that collect information for use or disclosure by the Federal government. If the contractor will collect information requiring answers to identical questions from 10 or more people, no plan, questionnaire, interview guide, or other similar device for collecting information may be used without first obtaining clearance from the Chief Acquisition Officer (CAO) or the CAO’s designee within the Department of Education (ED) and the Office of Management and Budget (OMB). Contractors and Contracting Officers’ Representatives shall be guided by the provisions of 5 CFR Part 1320, Controlling Paperwork Burdens on the Public, and should seek the advice of the Department’s Paperwork Clearance Officer to determine the procedures for acquiring CAO and OMB clearance.

(b) The contractor shall obtain the required clearances through the Contracting Officer’s Representative before expending any funds or making public contacts for the collection of information described in paragraph (a) of this clause. The authority to expend funds and proceed with the collection shall be in writing by the contracting officer. The contractor must plan at least 120 days for CAO and OMB clearance. Excessive delay caused by the Government that arises out of causes beyond the control and without the fault or negligence of the contractor will be considered in accordance with the Excusable Delays or Default clause of this contract.

I.

EDAR 3452.209–71 Conflict of Interest (MAR 2011)

(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, Contractors 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, §1001 and fines of up to $5000 for violation of Title 31, U.S. Code, §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, such costs would be those incurred in processing Freedom of Information Act requests as 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).

J.

EDAR 3452.215–70 Release of Restricted Data (MAR 2011) (a) Offerors are hereby put on notice that regardless of their use of the legend set forth in FAR 52.215–1(e), Restriction on Disclosure and Use of Data, the Government may be required to release certain data contained in the proposal in response to a request for the data under the Freedom of Information Act (FOIA). The Government’s determination to withhold or disclose a record will be based upon the particular circumstance involving the data in question and whether the data may be exempted from disclosure under FOIA. In accordance with Executive Order 12600 and to the extent permitted by law, the Government will notify the offeror before it releases restricted data.

(b) By submitting a proposal or quotation in response to this solicitation:

(1) The offeror acknowledges that the Department may not be able to withhold or deny access to data requested pursuant to FOIA and that the Government’s FOIA officials shall make that determination;

(2) The offeror agrees that the Government is not liable for disclosure if the Department has determined that disclosure is required by FOIA;

(3) The offeror acknowledges that proposals not resulting in a contract remain subject to FOIA; and

(4) The offeror agrees that the Government is not liable for disclosure or use of unmarked data and may use or disclose the data for any purpose, including the release of the information pursuant to requests under FOIA.

(c) Offerors are cautioned that the Government reserves the right to reject any proposal submitted with:

(1) A restrictive legend or statement differing in substance from the one required by the solicitation provision in FAR 52.215–1(e), Restriction on Disclosure and Use of Data, or

(2) A statement taking exceptions to the terms of paragraphs (a) or (b) of this provision.

K.

EDAR 3452.224–70 Release of Information Under the Freedom of Information Act (MAR 2011)

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:

(1) 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.

L.

EDAR 3452.227–71 Advertising of Awards (MAR 2011)

The contractor agrees not to refer to awards issued by, or products or services delivered to, the Department of Education in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed by the Federal government or is considered by the Federal government to be superior to other products or services.

M.

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 Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties 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)(1)(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 party’s data or software for the performance of a Government contract that contains the 3452.227–73 clause, Limitations on the use or disclosure of Government furnished information marked with restrictive legends.

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

Use and Non-Disclosure Agreement

The undersigned, [Insert Name], an authorized representative of the [Insert Company Name], (which is hereinafter referred to as the ‘‘recipient’’) requests the Government to provide the recipient with proprietary data, technical data, or computer software (hereinafter referred to as ‘‘data’’) in which the Government’s use, modification, reproduction, release, performance, 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 government purposes and shall not do so for any commercial purpose. The recipient shall not release, perform, display, or disclose these data, without the express written permission of the contractor whose name 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 terms 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 attachment to this agreement. Release, performance, display, or disclosure to other persons is not 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 performance of contract number [insert contract number(s)]. 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 performance 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, performance, 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 [Insert Date]. The obligations imposed by this agreement shall survive the expiration or termination of the agreement.

Recipient’s Business Name

Authorized Representative

Date

Representative’s Typed Name and Title

N.

EDAR 3452.239–70 Internet Protocol Version 6 (IPv6) (MAR 2011)

(a) Any system hardware, software, firmware, or networked component (voice, video, or data) developed, procured, or acquired in support or performance of this contract shall be capable of transmitting, receiving, processing, forwarding, and storing digital information across system boundaries utilizing system packets that are formatted in accordance with commercial standards of Internet protocol (IP) version 6 (IPv6) as set forth in Internet Engineering Task Force (IETF) Request for Comments (RFC) 2460 and associated IPv6-related IETF RFC standards. In addition, this system shall maintain interoperability with IPv4 systems and provide at least the same level of performance and reliability capabilities of IPv4 products.

(b) Specifically, any new IP product or system developed, acquired, or produced must—(1) Interoperate with both IPv6 and IPv4 systems and products; and (2) Have available contractor/vendor IPv6 technical support for development and implementation and fielded product management.

(c) Any exceptions to the use of IPv6 require the agency’s CIO to give advance, written approval.

O.

EDAR 3452.242–71 Notice to the Government of Delays (MAR 2011)

The contractor shall notify the contracting officer of any actual or potential situation, including but not limited to labor disputes, that delays or threatens to delay the timely performance of work under this contract. The contractor shall immediately give written notice thereof, including all relevant information.

P.

EDAR 3452.242-73 Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (MAR 2011)

The contractor shall assure…