RFP_ED-FSA-13-R-0017_SF1449_ _IDIQ.pdf

RFQ IFB RFP

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2011)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

STANDARD FORM 1449 (REV. 3/2011) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

Attachment Page

PAGE 3 OF 33 ED-FSA-13-R-0017

Indefinite Delivery/Indefinite Quantity Contract

Financial & Management Consulting Services

SECTION I - CONTRACT INFORMATION

A. Contract Summary

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) Contract for work that will be subsequently awarded as individual task orders. Provisions of this Agreement may apply to this IDIQ Contract, or task orders issued under the Contract, as is applicable to each provision.

Task orders under this contract may be related to any of combination of several areas of work:

Assistance in better understanding how contractor pricing correlates to actual costs incurred.

Certify various cost accrual systems; determine if contract is properly managed. Review obligations and payments to ensure contract dollars were accurately and appropriately utilized.

Conduct special cost studies, perform actuarial services, perform economic and regulatory analysis, assist with financial quality assurance efforts, and perform benchmarking.

Assist in the development of management assertion statements on the regulatory/statutory determinations and/or application of the Department’s policies, procedures, and guidance.

Perform financial-related (e.g. financial forecasting and reporting), performance, program, and contract compliance services.

Perform statement reviews and comparative analysis of invoicing systems (e.g., review official records from federal loan servicers and/or collection agencies)

Assist in the performance of valuation/pricing, portfolio stratification, and other management consulting services.

Reviews may include variances between estimated and actual financial performance, and reviews for internal controls including controls using computer-based systems.

Examples of attestation services are examination of proposals, incurred costs, interim/final contract billings, contract closing statements, financial capability, accounting/estimating systems, and other internal controls within the contractor’s operational environment such as reviewing contract obligations and payments for accuracy and appropriateness.

Examples of non-audit services are comparison of accounting practices used for proposals against incurred costs, verification of direct/indirect costs with the way they are recorded in the books and records, verification of labor rate calculations, and verification of proposed or claimed amounts to supporting data.

Work shall be performed consistent with the specific performance requirements, period, and place of performance specified in the individual task orders in a Performance Work Statement (PWS), Statement of Objectives (SOO), or Statement of Work (SOW). The services above shall be provided when ordered by an authorized ED Contracting Officer (CO).

The Contractor may occasionally be asked for budgetary quotes, rough order of magnitude (ROM), or other preliminary information as part of planning phase. The Contactor is responsible for notifying the Contracting Officer or ordering official if complying with such a request will require

PAGE 4 OF 33 ED-FSA-13-R-0017

reimbursement. If no such notification is made, then such efforts will be at no cost to the Government.

This is not a requirements contract. The Government does not promise that any particular requirements will be issued under this group of contracts.

B. The Contract

1. The Contract consists of the Standard Form 1449 and this Agreement (collectively, the Contract Documents). The Contract contains the entire agreement of the parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

Individual requirements (Work) will be issued as separate task orders under this Contract.

Provisions of this Contract apply to task orders as applicable to the nature of the work. The Contracting Officer will determine the classification of work of each task order; questions about applicability of Contract provisions to a given task order should be directed to the Contracting Officer. All references to "Work" mean requirements under each given task order.

2. The Contractor shall provide and pay for all labor, materials, travel, and other services necessary for the proper execution of the work described in and reasonably inferable from the task order documents (the Work), whether temporary or permanent.

In consideration for, and upon condition of, the Contractor's completion of the Work, ED shall pay the Contractor the price or prices established in each task order, derived from the rates established in Section II, subject to the terms and conditions set forth in this Contract.

The minimum guarantee under this IDIQ was either funded on the IDIQ or met with the simultaneous issuance of Task Order One (TO#1) award under the contract. Contracting Officers should verify that the ceiling of this contract has not been exceeded prior to placing any task order against this contract.

B.1. IDIQ Ceiling

The ceiling of each of IDIQ is $7,000,000 based on the estimated total value of orders for the specified period at the time of contract award, as well as the individual value of any subsequent discrete orders.

No additional task orders will be authorized under an IDIQ once the ceiling is reached. The exclusion of those Contractors whose ceilings are reached from subsequent competitions does not violate the fair opportunity terms of the contract.

C. Period and Place of Performance

The ordering period of this Contract is five (5) years with unique rates for each year. Table below to be completed when IDIQ Contract is awarded:

Ordering Periods Begin date End date Year 1 Insert date of award 12 months from date of award Year 2 Insert date at time of award 24 months from date of award Year 3 Insert date at time of award 36 months from date of award Year 4 Insert date at time of award 48 months from date of award

PAGE 5 OF 33 ED-FSA-13-R-0017

Ordering Periods Begin date End date Year 5 Insert date at time of award 60 months from date of award

Task orders may be issued any time during the term of the Contract. Task orders awarded during the term of the Contract remain in effect until completion or termination, to include work added by modifications to such task orders, and reasonable extensions to such modifications.

Required services under specific task orders shall be performed within the United States throughout the term of this agreement.

D. Federal Holiday

Unless specifically authorized in writing by the ED Contracting Officer, no services will be performed and no charges will be incurred and/or billed to any task order for the holidays listed below.

New Year’s Day Labor Day Martin Luther King Day Columbus Day Presidents’ Day Veterans’ Day Memorial Day Thanksgiving Day Independence Day Christmas Day

E. Authorized Representatives

This is a Contract is between the United States of America, acting by and through the Department of Education (ED), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer to ED.

Below is the IDIQ Contracting Officer:

Name Ms. Dega Hussen Office Phone Number 202-377-3383 Mobile Phone Number 202-631-1297 Email Address dega.hussen@ed.gov

A Contracting Officer’s Representative (COR) shall be identified for each task order issued under this Contract. The appointment letter for the Contracting Officer’s Representative must be maintained in the task order file. It is not necessary to send the appointment letter to the Contracting Officer administering this IDIQ Contract.

E.1. Authorities and Limitations

Any Department of Education warranted Contracting Officer may order against this contract within their delegated warrant authority, provided the IDIQ does not exceed the ceiling of $7,000,000.

All COs placing orders against this contract consent to the terms and conditions set forth in the IDIQ. Once a task order is issued under this contract, a signed copy of the Task Order must be submitted via email to the IDIQ Contracting Officer so that ceilings may be monitored. The Contracting Officer is identified above.

PAGE 6 OF 33 ED-FSA-13-R-0017

Changes to the Contracting Officer assigned to this contract will be met by amendment to this ordering guide or modification to the Contract.

(a) The Contractor shall perform the Contract in accordance with any order (including but not limited to instruction, direction, interpretation, or determination) issued by the Contracting Officer or other representative to whom the Contracting Officer has delegated authority.

The Contractor assumes all the risk and consequences of performing work in accordance with an order issued by a person lacking authority to issue such order.

E.2. Roles and Responsibilities

(a) IDIQ Contracting Officer The IDIQ Contracting Officer is solely responsible for administration and management of the IDIQ as well as:

Serves as a general informational point of contact for IDIQ users;

Provides administrative procedures guidance for placing orders; and Monitors the period of performance and IDIQ ceiling.

Under no circumstances shall any understanding, agreement, modification or any other action in deviation from the terms and conditions of the IDIQ be effective or binding upon the government.

(b) Task Order Contracting Officer The Task Order Contracting Officer (TO CO):

Serves as the Contracting Officer for the government’s task order requirements;

Ensures task order requirements are within the IDIQ scope, pricing schedule, terms and conditions;

Ensure that task order request packages are properly prepared and contain all required information;

Notifies the IDIQ Contracting Officer of any problems associated with the contractor’s performance where a termination for cause or default might be anticipated;

Provides copies of task orders awarded against this Contract to the IDIQ Contracting Officer along with modifications that change scope, schedule and/or funding;

Prepares contractor performance assessment reports as required (Contractor Performance Assessment Reporting System (CPARS); and

Expeditiously close out task order contracts when performance has been completed in order to release the government of future claims.

(c) Task order Contracting Officer’s Representatives

The Task Order Contracting Officer’s Representatives (TO COR):

Serves as the sole person (other than the CO) with the authority to communicate technical direction to the Contractor;

Assures that the Contractor performs the technical requirement of the task order in accordance with the terms and conditions and informs the Contracting Officer of any potential performance problems;

Manages the day-to-day surveillance of contractor performance and document correspondence in the Contracting Officer’s Representative file;

Reviews invoices in comparison to actual performance, and enter receipts into the Financial Management Support System (FMSS) with dates corresponding to the receipt of the goods or services; and

PAGE 7 OF 33 ED-FSA-13-R-0017

Initiate a CPARS record providing a written evaluation of the contractor’s performance upon completion of a Task Order, as necessary

(d) IDIQ Contractor

The Contractor shall:

Respond to task order solicitation by submitting proposals in accordance with a request from the TO COR;

Providing performance and deliverables that meet the requirements set forth in the primary contract and subsequent task orders Performing work in accordance with the terms and conditions of the IDIQ

F.1. Task Order (TO) Process and Issuance

Task order issuance procedures are as follows:

1. An RFP will be emailed to the Contractor; or

2. The requirement will be discussed and a proposal requested. This will typically be done for relatively small requirements.

Requirements should be stated in clear, concise, easily understood and measurable terms. Detailed procedures may dictate how the work is to be accomplished; the expected performance outcomes;

or, the objectives that are to be achieved.

At a minimum, the government’s requirement should identify:

(a) Scope of services;

(b) Deliverables schedule or performance outcomes with acceptance criteria;

(c) Period and Place of Performance;

(d) Points of contact information (e.g., COR);

(e) Government-Furnished Property (GFP) and/or Government-Furnished Information (GFI), if applicable; and

(f) Special requirements (e.g., required security clearances level, site travel, key personnel, etc.)

The Contractor may discuss the requirement as needed with the Contacting Officer while preparing a proposal. Proposals should contain a price breakout to include name of individual doing each task, hours for the task, and rate. Task orders may be issued electronically, as email attachments.

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. For those task orders that cross ordering period years, the pricing in force at the date of the task order award shall be effective throughout the task order performance period.

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.

F.2. Task Order Proposal Evaluation

Proposals will be evaluated in accordance with the selection criteria set forth in the TO solicitation (Request for Quotation/Request for Proposal). If necessary, during the evaluation of proposals, the government may contact a Contractor with questions concerning its proposal. Upon completion of evaluations, the TO CO will issue the award to the Contractor whose proposal is most advantageous to the Government.

PAGE 8 OF 33 ED-FSA-13-R-0017

After completion of the evaluation, discussions, if any, and best-value analysis, the TO CO shall prepare a complete award recommendation package to document the selection process and to serve as evidence that the fair opportunity to be considered rule was applied, unless an exception was taken under FAR Part 16.505(b)(2). At a minimum, it shall include:

(1) A statement indicating whether announcement of the task order requirement was made to all Contractors eligible for receiving an award for the task requirement or if an exception to the a fair opportunity to be considered rule was cited (cite the exception);

(2) The selection criteria/methodology used to evaluate the competing Contractors;

(3) The results of the evaluation; and

(4) The rationale for the recommendation of the task order awardee, including a summary of any negotiations conducted, cost/price analysis and best-value analysis.

(c) In the event issues pertaining to a proposed task cannot be resolved to the satisfaction of the TO CO, the TO CO reserves the right to withdraw and cancel the proposed task. In such event, the Contractor shall be notified in writing of the TO CO’s decision. This decision is final and conclusive and shall not be subject to the “Disputes” clause or the “Contract Disputes Act.”

G.1. Key Personnel Designation

There is no need to identify Key Personnel under this Contract.

H.1. Applicable Laws, Regulations, Policies, and Guides

The Contractor shall perform services under this Contract in accordance with the following applicable laws, regulations, policies, and guide that establish some requirements as well as a framework for assessing, internal controls, systems, and improper payments. (Note: The following list is not exhaustive.)

FMFIA and OMB Circular A-123 o Requires agencies to establish, assess, and report on the effectiveness of their internal controls. Appendix A describes management’s responsibilities with respect to one control objective: internal controls over financial reporting (ICOFR). Soon after the year of enactment, the CFO Council released an A-123A implementation guide for agencies to consider that provides additional details to the Appendix.

o A-123A was the Federal government’s internal response to Sarbanes-Oxley (SOX), which introduced requirements for publicly-traded companies regarding ICOFR and directs the Public Company Accounting Oversight Board (PCAOB) to issue auditing and professional practice standards for Independent Public Accountants (IPAs) who audit public companies. Auditing Standard No. 5 describes audits of ICOFR, when integrated with the financial statement audit.

IPERA/IPIA and OMB Circular A-123, Appendix C (to include Parts I and II [M-11-16] and Part III [M-10-13]) o Establishes agency requirements for improper payment identification/estimation, reporting, recapture, and reduction/prevention efforts.

FFMIA and OMB Circular A-127 o Defines high-level financial system requirements. OMB is in the process of developing a new OMB Circular A-123, Appendix D that will replace A-127. The JFMIP/FSIO series of documents and related GAO checklists provide additional guidance on functional requirements for various financial systems.

FISMA, OMB Circular A-130, and NIST publications (e.g., SP 800-53) o Establishes agency requirements for IT security. FISMA authorizes NIST to establish and maintain related standards.

PAGE 9 OF 33 ED-FSA-13-R-0017

Defense Contract Audit Agency (DCAA) standards – See Directory of Audit Programs (AP) and Other Audit Guidance (OAG) Documents http://www.dcaa.mil/standardguidance.htm).

o Billings Audits (http://www.dcaa.mil/sap/11010_AP_NA.pdf) o Internal Control matrix for Audit of Billing System Controls

(http://www.dcaa.mil/sap/BILL-Internal_Control_Matrix.pdf) o Estimating System Survey (ICR)

(http://www.dcaa.mil/sap/24010_AP_Estimating_System_Audit.pdf) o Cost Realism (http://www.dcaa.mil/sap/27010_AP_NA.pdf)

Government Accountability Office (GAO) Government Auditing Standards – See “The Yellow Book” at http://www.gao.gov/yellowbook o Chapter Five - Standards for Attestation Engagements.

American Institute of Certified Public Accountants (AICPA) general attestation standards.

(http://www.aicpa.org/Research/Standards/AuditAttest/Pages/SSAE.aspx) o AICPA AT Section 50, SSAE Hierarchy; AICPA AT Section 101, Attest Engagements;

AICPA AT Section 201, Agreed-Upon Procedures Engagements; AICPA AT Section 501, An Examination of an Entity’s Internal Control Over Financial Reporting That Is Integral With an Audit of Its Financial Statements; AICPA AT Section 601, Compliance Attestation; and AICPA AT Section 701, Management’s Discussion and Analysis.

Section II - PRICES

A. Basis of Pricing

A.1. Contract Prices

All Contract labor rates set forth in this Section include all wages, benefits, taxes, overhead, and profit markup.

Task order prices shall include all costs necessary to complete the Work for which the price is established in accordance with the task order documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit.

Professional services shall be priced using hourly rates that do not exceed the rates in this Section.

The IDIQ Contracting Officer or TO CO may require submission of a price breakdown (showing labor categories, number of hours, price per hour, itemized subcontract and materials costs, markups, etc.) with a task order proposal.

A.2. Contractor Site Labor Rates

When performing at a Contractor site, the Contractor shall furnish fully burdened labor rates that include loads for office space and all normal supplies and services required to support the work.

This includes, but is not limited to, telephones, faxes, copiers, personal computers, postage (to include courier services such as Federal Express), ordinary business software (e.g., word processing, spreadsheets, graphics, project management, etc.), Internet access, and telecommunications, and normal copying and reproduction costs.

A.3. Government Site Labor Rates

When performing at Government sites, the Government will provide only office space, furniture, and office equipment and supplies, and telecommunications (data) and landline if deemed necessary by the Contracting Officer. As described in Section F.1, government furnished property and/or government furnished information may be provided in the specific Task Orders.

PAGE 10 OF 33 ED-FSA-13-R-0017

A.4. Rate Refreshment and Inclusion of New Labor Categories

At the IDIQ level, the Contractor may submit a proposal reducing any of its labor rates and mark-up percentages that are published in the Contract Price Form (Section B) of its Contract, at any time during the term of this agreement. The government will review the proposal to determine if the revised rates are realistic and are in the best interests of the government. If the rates are accepted, the Contracting Officer will modify that contractor’s Contract by incorporating the new rates into the Contract Price Form.

In response to a Task Order RFP the Contractor may submit in its pricing proposal a discount to its Contract labor categories, rates, and mark-up percentages. Discounts may be structured at the choosing of the contractor.

Throughout the contract term and at the request of either the Contractor or the government, the Contractor may propose additional labor categories, including hourly rates and category descriptions. These additional labor categories, rates and descriptions will be evaluated and negotiated on a case-by-case basis. To add labor categories, the Contractor shall submit a request for contract modification to the IDIQ Contracting Officer. This request must include information demonstrating the insufficiency of the labor categories published in the Contract Price Form below, a description of the proposed labor category including the education and experience levels, and proposed labor rates. The additional labor categories, rates and descriptions proposed, upon determination by the IDIQ Contracting Officer that they are fair and reasonable, will be incorporated by modification into the Rate Table of the IDIQ Contract.

PAGE 11 OF 33 ED-FSA-13-R-0017

B. Contract Price Form

B.1. Contract Line Item Number (CLIN) Structure

The structure is designed to provide consistency across all the Task Orders. CLINS for all labor rates have a maximum of seven characters as follows with the first 4 being numeric (N) and last 2 being alpha (A) as described below:

NNNNAA: The first two numeric characters from the left designates the contract year starting with 01 (one) representing the Ordering

Period – Year 1 and ending with 05 (five) representing the Ordering Period – Year 5.

NNNNAA: The third and fourth numeric characters from the left designate the individual labor categories listed in below.

NNNNAA – The fifth alpha character designates whether the individual labor category is for a task order that is on a FFP, and/or T&M/LH basis by using the alpha F and T, respectively.

NNNNAA: The sixth alpha character designates whether the individual labor category is for a task order that is being performed at the contractor site or the Government site by using the alpha C and G, respectively.

B.2. Standard Occupations

According to the Bureau of Labor Statistics’ Occupational Outlook Handbook (http://www.bls.gov/ooh/home.htm), the following job titles have been selected and deemed applicable to the scope of this agreement:

Accountant - 01 Auditor - 02 Financial Analyst - 03 Financial Manager -04 Staff Accountant/Support - 05

For each position title, the Contractor must provide rates for two levels of experience: Senior and Junior. Furthermore, the other applicable position titles may be included in this table.

B.3. Rate Table Template (sample data is illustrative) – TO BE COMPLETED BY CONTRACTOR PER INSTRUCTIONS

CLIN Brief Description (Education, experience, accreditation/qualification, duties, etc.) Rate

0101FC SENIOR - Master’s degree in accounting, finance, or related field, at least 10-year experience including supervisory/management duties, and Certified Public Accountants (CPAs) or Certified Management Accountant

(CMA).

$xx.xx

0101FC JUNIOR – Bachelor’s degree in accounting, finance, or related field, at least 3-year experience and Certified Public Accountants (CPAs).

or Certified Management Accountant (CMA)licensed, $xx.xx

PAGE 12 OF 33 ED-FSA-13-R-0017

Section III – TERMS AND CONDITIONS

A. General Terms and Conditions

A.1 Clauses Incorporated by Reference

This contract incorporates one or more clauses, shown in the table below, by reference, with the same force and effect as if they were given in full text. The full text of a clause may be accessed electronically at this/these address (es) https://www.acquisition.gov/far/

52.202-1 Definitions (Jan 2012)

52.203.14 Display of Hotline Poster(s) (DEC 2007)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011) 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) 52.212-4 Contract Terms and Conditions -Commercial Items –Alternative I (FEB 2012) 52.215-2 Audit and Records – Negotiation (JUN 1999) 52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing

Data—Modifications (OCT 1997) 52.217-8 Option to Extend Term of the Contract (MAR 2000) 52.222-17 Non-displacement of Qualified Workers (JAN 2013) 52.224-1 Privacy Act Notification (ApPR1984) 52.224-2 Privacy Act (APR1984) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996) 52.227-14 Rights in Data—General (JUN 1987)

52.232.18 Availability of Funds (APR 1984)

52.232-19 Availability of Funds for the Next Fiscal Year (APR 1984) 52.237-3 Continuity of Services (JAN 1991) 52.244-6 Subcontracts for Commercial Items ((Dec 2010) 52.245-1 Government Property (APR 2012) 52.245-9 Use and Charges (APR 2012) 52.246-4 Inspection of Services—Fixed-Price (AUG 1996) 52.246-6 Inspection—Time-and-Material and Labor-Hour (MAY 2001)

(End of clauses)

A.2. Indefinite Quantity Clauses

In the clauses below, "Schedule" means the Contract documents.

52.216-18 Ordering (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of contract award through five years after the date of contract award.

(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.

(End of clause)

PAGE 13 OF 33 ED-FSA-13-R-0017

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 $30,000, 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 $1,000,000;

(2) Any order for a combination of items in excess of $1,000,000; or

(3) A series of orders from the same ordering office within 5 working 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 10 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.

(End of clause)

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 five years from date of contract award.

A.3. Full Text Clauses

52.204-9 Personal Identity Verification of Contractor Personnel (SEP 2007)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

PAGE 14 OF 33 ED-FSA-13-R-0017

52.217-8 Option to Extend Services (NOV1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within

30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 66 months.

(End of clause)

52.219-28 Post-Award Small Business Program Re-representation (JUN 2007)

(a) Definitions. As used in this clause—

Long-term contract means a contract of more than five years in duration, including options.

However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts—

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the exercise date specified in the contract for any option thereafter.

(c) The Contractor shall re-represent its size status in accordance with the size standard in effect at the time of this re-representation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/services/contractingopportunities/sizestandardstopics/.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the re-representation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the

PAGE 15 OF 33 ED-FSA-13-R-0017

Central Contractor Registration, as necessary, to ensure they reflect current status. The Contractor shall notify the contracting office by e-mail, or otherwise in writing, that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following re-representation and submit it to the contracting office, along with the contract number and the date on which the re-representation was completed:

The Contractor represents that it (___) is, (___) is not a small business concern under NAICS Code 541611, Financial and Management Consulting Services, assigned to contract number ED-FSA-

13-X-XXXX.

Signature Date

Name and Title

[Contractor to sign and date and insert authorized signer’s name and title].

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:

(1) 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 (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.] __ (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)).

X_ (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).

X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2010) (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).

X_ (6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (Applies to contracts over $30,000).

PAGE 16 OF 33 ED-FSA-13-R-0017

__ (7) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161).

__ (8) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (JAN 2011) (15 U.S.C.

657a).

__ (9) 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).

__ (10) [Removed] X (11) (i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644). __ (ii)

Alternate I (OCT 1995) of 52.219-6. __ (iii) Alternate II (MAR 2004) of 52.219-6.

__ (12) (i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 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 _ (13) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637 (d)(2) and

(3)).

__ (14) (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.

__ (iv) Alternate III (JUL 2010) of 52.219-9 X_ (15) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

X (16) 52.219-16, Liquidated Damages–Subcontracting Plan (JAN 1999) (15U.S.C.

637(d)(4)(F)(i)}.

__ (17) (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 (JUNE 2003) of 52.219-23.

__ (18) 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).

__ (19) 52.219-26, Small Disadvantaged Business Participation Program--Incentive

Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (20) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside

(MAY 2004) (15 U.S.C 657 f).

__ (22) 52.219-29 Notice of Total Set-Aside for Economically Disadvantaged Women-Owned

Small Business (EDWOSB) Concerns (APR 2011).

__ (23) 52.219-30 Notice of Total Set-Aside for Women-Owned Small Business (WOSB)

Concerns Eligible Under the WOSB Program (APR 2011).

X_ (24) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

__ (25) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O.

13126).

__ (26) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

X_ (27) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

X_ (28) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

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

X_ (30) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

X_ (31) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496)

X_ (32) 52.222-54, Employment Eligibility Verification (Jan 2009). (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.)

__ (33) (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

PAGE 17 OF 33 ED-FSA-13-R-0017

U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (34) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C.

8259b). __ (35) (i) 52.233-16, 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.

X_ (36) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (AUG 2011).

__ (37) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).

__ (38) (i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (JUN 2009)

(41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108- 77, 108-78, 108-286, 108-302 109-53, 109-169, 109-283, and 110-138).

__ (ii) Alternate I (JAN 2004) of 52.225-3.

__ (iii) Alternate II (JAN 2004) of 52.225-3.

__ (39) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (40) 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).

__ (41) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__(42) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV

2007) (42 U.S.C. 5150).

__ (43) 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)).

__ (44) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10

U.S.C. 2307(f)).

X_ (45) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration

(OCT 2003) (31 U.S.C. 3332).

__ (46) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor

Registration (MAY 1999) (31 U.S.C. 3332).

__ (47) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

X_ (48) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

__ (49) (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.).

__ (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.).

X_(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.)

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__ (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)(i) 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.