Standard_Form_33.pdf

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

ORDER UNDER DPAS (15 CFR 700)

RATING

PAGE OF

PAGES

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

ED-NAG-16-R-0003 SEALED BID (IFB)

NEGOTIATED (RFP)

MAR 31, 2016 EDNAGB-16-900010

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

National Assessment Governing Board 800 North Capitol Street NW, Suite 825 Washington DC 20002-4233

National Assessment Governing Board 800 North Capitol Street NW, Suite 825 Washington DC USA

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

SOLICITATION

9. Sealed offers in original and 7 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in National Assessment Governing Board, 800 North Capitol Street N.W., Suite 825, Washington DC, 20002 until 11:00

AM ET

local time MAY 26, (Hour) (Date)

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

10. FOR

INFORMATION CALL

A. NAME

Munira Mwalimu

B. TELEPHONE (NO COLLECT CALLS)

202-357-6906

C. E-MAIL ADDRESS

Munira.Mwalimu@ed.gov

11. TABLE OF CONTENTS

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

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 X I CONTRACT CLAUSES 30 - 42

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 - 9 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 10 - 10 X J LIST OF ATTACHMENTS 43 - 43

X D PACKAGING AND MARKING 11 - 11 PART IV - PRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 12 - 13 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER 44 - 64

X F DELIVERIES OR PERFORMANCE 14 - 16 STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 17 - 24 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 65 - 73

X H SPECIAL CONTRACT REQUIREMENTS 25 - 29 X M EVALUATION FACTORS FOR AWARD 74 - 74

OFFER

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

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

13. DISCOUNT FOR PROMPT PAYMENT

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

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

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

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

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

15A. NAME AND

ADDRESS OF

OFFEROR

DUNS: (Type or print)

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

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

See Schedule

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

10 U.S.C 23004(c) ( ) 41 U.S.C 253(c) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

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

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

(Signature of Contracting Officer)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

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

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 2 OF 74 ED-NAG-16-R-0003

0001 Set achievement levels for the 2017 National Assessment of Educational Progress (NAEP) Grade 4 Writing Assessment

Labor Costs (Firm Fixed Price)

Other Direct Costs (Cost Reimbursement)

PR NUMBER: EDNAGB-16-900010

DELIVERY DATE: 07/27/2018

SHIP TO:

National Assessment Governing Board 800 North Capitol Street NW, Suite 825 Washington DC 20002-4233

1.00 SE

Table of Contents

PAGE 3 OF 74 ED-NAG-16-R-0003

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 52.216-1 TYPE OF CONTRACT (APR 1984)

B. 2 52.232-22 LIMITATION OF FUNDS (APR 1984)

B. 3 3452.232-71 INCREMENTAL FUNDING (MAY 2011)

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

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

SECTION D PACKAGING AND MARKING

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

SECTION E INSPECTION AND ACCEPTANCE

E. 1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

E. 2 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

E. 3 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

SECTION F DELIVERIES OR PERFORMANCE

F. 1 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

F. 2 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

F. 3 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

F. 4 3452.237-70 SERVICES OF CONSULTANTS (MAY 2011)

F. 5 305-2 REPORT OF CONSULTANTS (MARCH 1986)

F. 6 305-5 PERIOD OF PERFORMANCE (MARCH 1986)

F. 7 305-6 DELIVERABLES (MARCH 1986)

F. 8 305-8 DELIVERY SCHEDULE (MARCH 1986)

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

G. 2 52.216-7 ALLOWABLE COST AND PAYMENT (JULY 2013)

G. 3 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAY 2014)

G. 4 52.247-28 CONTRACTOR'S INVOICES (APR 1984)

G. 5 306-1b Invoice and Contract Financing Requests Submission - IPP (December 2013)

G. 6 306-2 ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY (JANUARY 1989)

G. 7 306-5 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (FEB 2006)

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

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

G. 10 306-16 INVOICE SUBMISSION, CERTIFICATION AND PAYMENT (AUGUST 1984)

G. 11 306-20 ALLOWANCE OF PROGRESS PAYMENTS (OCTOBER 1986)

G. 12 307-2 KEY PERSONNEL DESIGNATION (MARCH 1985)

G. 13 307-24 CONSULTANT SERVICES AND CONSENT (APRIL 1986)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAY 2011)

H. 2 31.205.70 FOOD COSTS

H. 3 31.205.71 TRAVEL COSTS

H. 4 301-20 PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS WITH DISABILITIES (FEB 1995)

H. 5 307-3 DUAL COMPENSATION (MARCH 1985)

H. 6 307-5 PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (MARCH 1985)

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

H. 8 307-12 CONSENT TO SUBCONTRACT (AUGUST 1998)

PAGE 4 OF 74 ED-NAG-16-R-0003

H. 9 307-15 WITHHOLDING OF CONTRACT PAYMENTS - SECURITY (JUN 2006)

H. 10 307-17 CONFLICT OF INTEREST (AUG 2007)

H. 11 307-19 REDACTED PROPOSALS (DECEMBER 1998)

H. 12 313.237-72 CLEARANCE OF CONFERENCES/MEETINGS (FEBRUARY 2015):

H. 13 316-1 ACCESSIBILITY OF SOFTWARE (OCTOBER 1999)

SECTION I CONTRACT CLAUSES

I. 1 52.203-3 GRATUITIES (APR 1984)

I. 2 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I. 3 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

I. 4 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

I. 5 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY

(MAY 2014)

I. 6 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

I. 7 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

I. 8 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

I. 9 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 10 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

I. 11 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I. 12 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2015).. 30

I. 13 52.209-6 PROTECTING THE GOVERNMENT`S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS

DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015)

I. 14 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY

2013)

I. 15 52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

I. 16 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I. 17 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG 2011)

I. 18 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010)

I. 19 52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010)

I. 20 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

I. 21 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED

COST OR PRICING DATA (OCT 2010)

I. 22 52.215-21 I REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED

COST OR PRICING DATA--MODIFICATIONS (OCT 2010)--ALTERNATE I (OCT 2010)

I. 23 52.215-23 I LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009) ALTERNATE I (OCT 2010)

I. 24 52.216-15 PREDETERMINED INDIRECT COST RATES (APR 1998)

I. 25 52.216-25 CONTRACT DEFINITIZATION (OCT 2010)

I. 26 52.217-7 OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR 1989)

I. 27 52.219-9 I SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015)--ALTERNATE I (OCT 2001)

I. 28 52.219-9 III SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015)--ALTERNATE III (OCT 2015)

I. 29 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999)

I. 30 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

I. 31 52.222-3 CONVICT LABOR (JUN 2003)

I. 32 52.222-12 CONTRACT TERMINATION--DEBARMENT (MAY 2014)

I. 33 52.222-17 {52.222-17} NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)

I. 34 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

I. 35 52.222-26 EQUAL OPPORTUNITY (APR 2015)

I. 36 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

PAGE 5 OF 74 ED-NAG-16-R-0003

I. 37 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC

2010)

I. 38 52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015)

I. 39 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

I. 40 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 41 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011). 33

I. 42 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I. 43 52.224-2 PRIVACY ACT (APR 1984)

I. 44 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

I. 45 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2007)

I. 46 52.227-3 PATENT INDEMNITY (APR 1984)

I. 47 52.227-13 PATENT RIGHTS--OWNERSHIP BY THE GOVERNMENT (DEC 2007)

I. 48 52.227-14 I RIGHTS IN DATA--GENERAL (MAY 2014)--ALTERNATE I (DEC 2007)

I. 49 52.227-17 RIGHTS IN DATA--SPECIAL WORKS (DEC 2007)

I. 50 52.227-19 COMMERCIAL COMPUTER SOFTWARE LICENSE (DEC 2007)

I. 51 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

I. 52 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (MAR 1996)

I. 53 52.230-2 COST ACCOUNTING STANDARDS (OCT 2015)

I. 54 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (OCT 2015)

I. 55 52.230-5 COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (OCT 2015)

I. 56 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUN 2010)

I. 57 52.232-1 PAYMENTS (APR 1984)

I. 58 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

I. 59 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 60 52.232-11 EXTRAS (APR 1984)

I. 61 52.232-17 INTEREST (MAY 2014)

I. 62 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

I. 63 52.232-20 LIMITATION OF COST (APR 1984)

I. 64 52.232-22 LIMITATION OF FUNDS (APR 1984)

I. 65 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

I. 66 52.232-25 PROMPT PAYMENT (JUL 2013)

I. 67 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I. 68 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

I. 69 52.233-1 DISPUTES (MAY 2014)

I. 70 52.233-1 I DISPUTES (MAY 2014)--ALTERNATE I (DEC 1991)

I. 71 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I. 72 52.233-3 I PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I (JUN 1985)

I. 73 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 74 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

I. 75 52.241-2 ORDER OF PRECEDENCE-UTILITIES (FEB 1995)

I. 76 52.241-5 CONTRACTOR`s FACILITIES (FEB 1995)

I. 77 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

I. 78 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAY 2014)

I. 79 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

I. 80 52.242-13 BANKRUPTCY (JUL 1995)

I. 81 52.242-15 STOP-WORK ORDER (AUG 1989)

I. 82 52.243-1 I CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE I (APR 1984)

I. 83 52.243-2 I CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I (APR 1984)

I. 84 52.243-2 II CHANGES--COST-REIMBURSEMENT (AUG 1987)--ALTERNATE II (APR 1984)

I. 85 52.243-6 CHANGE ORDER ACCOUNTING (APR 1984)

PAGE 6 OF 74 ED-NAG-16-R-0003

I. 86 52.244-2 SUBCONTRACTS (OCT 2010)

I. 87 52.244-2 I SUBCONTRACTS (OCT 2010)--ALTERNATE I (JUN 2007)

I. 88 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

I. 89 52.245-1 GOVERNMENT PROPERTY (APR 2012)

I. 90 52.245-9 USE AND CHARGES (APR 2012)

I. 91 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

I. 92 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I. 93 52.247-17 CHARGES (APR 1984)

I. 94 52.247-21 CONTRACTOR LIABILITY FOR PERSONAL INJURY AND/OR PROPERTY DAMAGE (APR 1984)

I. 95 52.248-1 VALUE ENGINEERING (OCT 2010)

I. 96 52.248-1 III VALUE ENGINEERING (OCT 2010)--ALTERNATE III (APR 1984)

I. 97 52.249-1 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (SHORT FORM) (APR

1984)

I. 98 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (APR 2012)

I. 99 52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) (SHORT FORM) (APR

1984)

I. 100 52.249-5 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (EDUCATIONAL AND OTHER NONPROFIT

INSTITUTIONS) (SEP 1996)

I. 101 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

I. 102 52.249-6 II TERMINATION (COST-REIMBURSEMENT) (MAY 2004)--ALTERNATE II (SEP 1996)

I. 103 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

I. 104 52.249-14 EXCUSABLE DELAYS (APR 1984)

I. 105 52.250-1 I INDEMNIFICATION UNDER PUBLIC LAW 85-804 (APR 1984)--ALTERNATE I (APR 1984)... 37

I. 106 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I. 107 3452.208-72 PAPERWORK REDUCTION ACT (MAY 2011)

I. 108 3452.224-70 RELEASE OF INFORMATION UNDER THE FREEDOM OF INFORMATION ACT (MAY 2011)

I. 109 3452.224-72 RESEARCH ACTIVITIES INVOLVING HUMAN SUBJECTS (MAY 2011)

I. 110 3452.242-70 LITIGATION AND CLAIMS (MAY 2011)

I. 111 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH

DISABILITIES (MAY 2011)

I. 112 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (DEVIATION) (AUG

2012)

I. 113 3452.202-1 DEFINITIONS (AUG 1987)

I. 114 3452.216-70 ADDITIONAL COST PRINCIPLES (AUG 1987)

I. 115 3452.216-71 NEGOTIATED INDIRECT COST RATES - FIXED (AUGUST 1987)

I. 116 3452.227-71 PAPERWORK REDUCTION ACT (AUG 1987)

I. 117 3452.228-70 REQUIRED INSURANCE (AUG 1987)

I. 118 3452.237-71 SERVICES OF CONSULTANTS (AUG 1987)

I. 119 3452.242-70 LITIGATION AND CLAIMS (AUG 1987)

I. 120 3452.242-73 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH

DISABILITIES

I. 121 52.202-1 DEFINITIONS (NOV 2013)

I. 122 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

I. 123 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

I. 124 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 125 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014)

I. 126 52.243-7 NOTIFICATION OF CHANGES (APR 1984)

I. 127 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION J LIST OF ATTACHMENTS

PAGE 7 OF 74 ED-NAG-16-R-0003

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

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

K. 2 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

K. 3 52.204-3 TAXPAYER IDENTIFICATION (OCT 1998)

K. 4 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (FEB 2016)

K. 5 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K. 6 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (OCT 2015)

K. 7 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 8 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2014)

K. 9 52.219-1 I SMALL BUSINESS PROGRAM REPRESENTATIONS (APR 2012)--ALTERNATE I (SEPT 2015)

K. 10 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

K. 11 52.222-38 COMPLIANCE WITH VETERANS` EMPLOYMENT REPORTING REQUIREMENTS (FEB 2016)

K. 12 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

K. 13 52.225-1 BUY AMERICAN--SUPPLIES (MAY 2014)

K. 14 52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE (DEC

2007)

K. 15 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT 2015)

K. 16 52.230-7 PROPOSAL DISCLOSURE -- COST ACCOUNTING PRACTICE CHANGES (APR 2005)

K. 17 52.234-3 NOTICE OF EARNED VALUE MANAGEMENT SYSTEM--POST AWARD IBR (JUL 2006)

K. 18 3452.209-70 CONFLICT OF INTEREST CERTIFICATION (MAY 2011)

K. 19 3452.227-72 USE AND NON-DISCLOSURE AGREEMENT (MAY 2011)

K. 20 310-1 REPRESENTATION AUTHORITY (JANUARY 2005)

K. 21 310-6 DUPLICATION OF COST (MARCH 1985)

K. 22 310-9 APPROVAL OF ACCOUNTING SYSTEM (MARCH 1985)

K. 23 310-10 GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION (APRIL 1984)

K. 24 310-16 POST EMPLOYMENT CONFLICT OF INTEREST (MARCH 1985)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

L. 2 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST

OR PRICING DATA (OCT 2010)

L. 3 52.215-1 INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2004)

L. 4 52.233-2 SERVICE OF PROTEST (SEP 2006)

L. 5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L. 6 307-1 ORDER OF PRECEDENCE (SOLICITATION) (NOVEMBER 1986)

L. 7 309-1a LIST OF ATTACHMENTS (APRIL 1984)

L. 8 311-3 TECHNICAL PROPOSAL INSTRUCTIONS (MARCH 1986)

L. 9 311-4a BUSINESS PROPOSAL INSTRUCTIONS (AUG 2007)

L. 10 311-5 FORMS CLEARANCE PROCESS (MARCH 1986)

L. 11 311-6 CLARIFICATION QUESTIONS (APRIL 1998)

L. 12 314-1 PAST PERFORMANCE REPORT (MAR 1996)

L. 13 SUPPLEMENTAL INSTRUCTIONS TO OFFEORS

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 311-7 PROVISION FOR EVALUATION FACTOR AMENDMENTS (MARCH 1986)

M. 2 Evaluation Factors for Award

PAGE 8 OF 74 ED-NAG-16-R-0003

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a hybrid type of contract with Labor Costs awarded on a Firm Fixed Price basis and Other Direct Costs awarded on a cost reimbursement basis for the awarded contract resulting from this solicitation.

(End of Provision)

B. 2 52.232-22 LIMITATION OF FUNDS (APR 1984)

(a) The parties estimate that performance of this contract will not cost the Government more than

(1) the estimated cost specified in the Schedule or,

(2) if this is a cost-sharing contract, the Government` share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the Government` and the Contractor` share of the cost.

(b) The Schedule specifies the amount presently available for payment by the Government and allotted to this contract, the items covered, the Government` share of the cost if this is a cost-sharing contract, and the period of performance it is estimated the allotted amount will cover. The parties contemplate that the Government will allot additional funds incrementally to the contract up to the full estimated cost to the Government specified in the Schedule, exclusive of any fee. The Contractor agrees to perform, or have performed, work on the contract up to the point at which the total amount paid and payable by the Government under the contract approximates but does not exceed the total amount actually allotted by the Government to the contract.

(c) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs it expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of

(1) the total amount so far allotted to the contract by the Government or,

(2) if this is a cost-sharing contract, the amount then allotted to the contract by the Government plus the Contractor` corresponding share. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the Schedule.

(d) Sixty days before the end of the period specified in the Schedule, the Contractor shall notify the Contracting Officer in writing of the estimated amount of additional funds, if any, required to continue timely performance under the contract or for any further period specified in the Schedule or otherwise agreed upon, and when the funds will be required.

(e) If, after notification, additional funds are not allotted by the end of the period specified in the Schedule or another agreed-upon date, upon the Contractor` written request the Contracting Officer will terminate this contract on that date in accordance with the provisions of the Termination clause of this contract. If the Contractor estimates that the funds available will allow it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may terminate this contract on that later date.

(f) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause--

(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract; and

(2) The Contractor is not obligated to continue performance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of

(i) the amount then allotted to the contract by the Government or,

(ii) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor` corresponding share, until the Contracting Officer notifies the Contractor in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this contract.

(g) The estimated cost shall be increased to the extent that

(1) the amount allotted by the Government or,

(2) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor` corresponding share, exceeds the estimated cost specified in the Schedule.

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If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.

(h) No notice, communication, or representation in any form other than that specified in paragraph (f)(2) of this clause, or from any person other than the Contracting Officer, shall affect the amount allotted by the Government to this contract. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the total amount allotted by the Government to this contract, whether incurred during the course of the contract or as a result of termination.

(i) When and to the extent that the amount allotted by the Government to the contract is increased, any costs the Contractor incurs before the increase that are in excess of--

(1) The amount previously allotted by the Government; or,

(2) If this is a cost-sharing contract, the amount previously allotted by the Government to the contract plus the Contractor` corresponding share, shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

(j) Change orders shall not be considered an authorization to exceed the amount allotted by the Government specified in the Schedule, unless they contain a statement increasing the amount allotted.

(k) Nothing in this clause shall affect the right of the Government to terminate this contract.

If this contract is terminated, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.

(l) If the Government does not allot sufficient funds to allow completion of the work, the Contractor is entitled to a percentage of the fee specified in the Schedule equalling the percentage of completion of the work contemplated by this contract.

(End of Clause)

B. 3 3452.232-71 INCREMENTAL FUNDING (MAY 2011)

Sufficient funds are not presently available to cover the total cost of the complete project described in this solicitation. However, it is the Government`s intention to negotiate and award a contract using the incremental funding concepts described in the clause titled "Limitation of Funds" in FAR 52.232-22. Under that clause, which will be included in the resultant contract, initial funds will be obligated under the contract to cover an estimated base performance period. Additional funds are intended to be allotted to the contract by contract modification, up to and including the full estimated cost of the entire period of performance. This intent notwithstanding, the Government will not be obligated to reimburse the contractor for costs incurred in excess of the periodic allotments, nor will the contractor be obligated to perform in excess of the amount allotted.

(End of Provision)

PAGE 10 OF 74 ED-NAG-16-R-0003

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

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

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

(To be added at contract award).

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SECTION D

PACKAGING AND MARKING

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

(a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(b) Ship deliverable items to:

National Assessment Governing Board 800 North Capitol Street N.W., Suite 825 Washington DC 20002

(202) 357-6938

(c) Mark deliverables for: Munira Mwalimu, Contracting Officer

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SECTION E

INSPECTION AND ACCEPTANCE

E. 1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(a) "Definitions." "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

E. 2 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(a) "Definition." "Services," as used in this clause, includes services performed, workmanship, and material furnished or used in performing services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If any of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be corrected by reperformance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce any fee payable under the contract to reflect the reduced value of the services performed.

(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances; or

(2) Terminate the contract for default.

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E. 3 304-1 INSPECTION AND ACCEPTANCE (FEBRUARY 1985)

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

Officer.

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SECTION F

DELIVERIES OR PERFORMANCE

F. 1 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the contract period of performance, no later than 30 days prior to the expiration of the contract.

F. 2 52.242-15 I STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause.

Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either--

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Termination clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the contract that may be affected and the contract shall be modified, in writing, accordingly, if--

(1) The stop-work order results in an increase in the time required for, or in the Contractor`s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

F. 3 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

(a) If the performance of all or any part of the work of this contract is delayed or interrupted

(1) by an act of the Contracting Officer in the administration of this contract that is not expressly or implied authorized by this contract, or

(2) by a failure of the Contracting Officer to act within the time specified in this contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this contract caused by the delay or interruption and the contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other contractual term or condition affected by the delay or interruption.

PAGE 15 OF 74 ED-NAG-16-R-0003

However, no adjustment shall be made under this clause for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other term or condition of this contract.

(b) A claim under this clause shall not be allowed--

(1) For any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved; and

(2) Unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the contract.

F. 4 3452.237-70 SERVICES OF CONSULTANTS (MAY 2011)

Except as otherwise expressly provided elsewhere in this contract, and notwithstanding the provisions of the clause of the contract entitled "Subcontracts" (FAR 52.244-2), the prior written approval of the contracting officer shall be required--

(a) If any employee of the contractor is to be paid as a "consultant" under this contract; and (b)

(1) For the utilization of the services of any consultant under this contract exceeding the daily rate set forth elsewhere in this contract or, if no amount is set forth, $800, exclusive of travel costs, or if the services of any consultant under this contract will exceed 10 days in any calendar year.

(2) If that contracting officer`s approval is required, the contractor shall obtain and furnish to the contracting officer information concerning the need for the consultant services and the reasonableness of the fee to be paid, including, but not limited to, whether fees to be paid to any consultant exceed the lowest fee charged by the consultant to others for performing consultant services of a similar nature.

F. 5 305-2 REPORT OF CONSULTANTS (MARCH 1986)

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

F. 6 305-5 PERIOD OF PERFORMANCE (MARCH 1986)

Performance hereunder shall be completed within 24 months of the date of contract award, inclusive of all specified deliveries and/or task work.

F. 7 305-6 DELIVERABLES (MARCH 1986)

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

Work.

PAGE 16 OF 74 ED-NAG-16-R-0003

F. 8 305-8 DELIVERY SCHEDULE (MARCH 1986)

The following items shall be delivered under this contract:

See Attachment A for deliverables and due dates.

PAGE 17 OF 74 ED-NAG-16-R-0003

SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

(Reference 52.232-33)

G. 2 52.216-7 ALLOWABLE COST AND PAYMENT (JULY 2013)

(a) "Invoicing."

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) Subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) "Reimbursing costs."

(1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of this clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only--

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for--

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made--

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor` payment request to the Government;

(B) Materials issued from the Contractor` inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless--

(i) The Contractor` practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor` indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor` expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

PAGE 18 OF 74 ED-NAG-16-R-0003

(c) "Small business concerns." A small business concern may receive more frequent payments than every 2 weeks.

(d) "Final indirect cost rates."

(1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)

(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor` actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor` proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year` submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year` submission).

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(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify

(i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply,

(iii) the periods for which the rates apply,

(iv) any specific indirect cost items treated as direct costs in the settlement, and

(v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(6)

(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may-

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) "Billing rates." Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized…