A0005 Solicitation NFP-RFP-2010.01312011.docx

A. ADDENDUM 1 – SF 1449 CONTINUATION PAGE

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B. ADDENDUM 2 – 52.212-4, CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAR 2009)

B.2 52.232-18 Availability of Funds (Apr 1984) – TAILORED The Government’s obligation for performance of this contract is contingent upon the availability of “Mandatory Funds” under Section 2212(b) of the Health Care and Education Reconciliation Act of 2010 (Pub.L. 111-152, 124 Stat. 1029), from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond the current expiration of the “Mandatory Funds”, and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

B.3 52.252-2 Clauses Incorporated By Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The full text of a clause may also be accessed electronically at: https://www.acquisition.gov/Far/

· 120 days

(c) "Chief of the Contracting Office" means an official serving in the contracting activity (CAM or FSA Acquisitions) as the manager of a group that awards and administers contracts for a principal office of the Department. See also definition of “Head of Contracting Activity” below.

(d) “Contracting Officer's Representative” or “COR” means a government employee appointed in writing ONLY by a contracting officer and delegated limited responsibilities to perform specified contract management duties related to technical oversight and administration of a specific contract. CORs may serve in a full-time or part-time capacity. The COR performs the contract management duties assigned by the CO in a written "Contracting Officer's Representative Designation Memorandum" for each particular contract. Multiple CORs may be appointed for a single contract when the area of expertise necessary requires such appointments. The CO may appoint alternate or assistant CORs to serve in the COR's absence. For the purpose of this program, the term Contracting Officer's Technical Representative (COTR) will be used for assistant CORs.

(e) “Head of the Contracting Activity” or “HCA” means those officials within the Department of Education who have responsibility for and manage an acquisition organization and usually hold unlimited procurement authority. The Director, Federal Student Aid Acquisitions, is the HCA for FSA. The Director, Contracts and Acquisitions Management (CAM) is the HCA for all other Departmental program offices and all boards, commissions, and councils under the management control of the Department.

(f) “Performance-Based Organization” or “PBO” is the office within the Department that is mandated by Public Law 105-244 to carry out Federal student assistance or aid programs and report to Congress on an annual basis. It may also be referred to as “Federal Student Aid.”

(g) “Senior Procurement Executive” or “SPE” means the single agency official appointed as such by the head of the agency and delegated broad responsibility for acquisition functions, including issuing agency acquisition policy and reporting on acquisitions agency-wide. The SPE also acts as the official one level above the contracting officer when the HCA is acting as a contracting officer.

(h) "Department" or "ED" means the United States Department of Education.

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

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

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

B.6 EDAR 3452.208-70 Printing (Aug 1987) Unless otherwise specified in this contract, the contractor shall not engage in, nor subcontract for, printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with the performance of work under this contract; except that performance involving the reproduction of less than 5,000 production units of any one page, or less than 25,000 production units in the aggregate of multiple pages, shall not be deemed to be printing. A production unit is defined as one sheet, size 8 1/2 by 11 inches, and one side and color only.

B.7 FSA 24-1 Release Of Information Under The Freedom Of Information Act (Jan 2008)—TAILORED By entering into a contract with the Department of Education and as permitted/authorized by existing statutes and applicable case law, without regard to proprietary markings, the contractor approves the release of the entire contract and all related modifications and task orders, including, but not limited to:

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

The Contractor shall not use, particularly for proposals, U.S. Government logos, such as the U.S. Department of Education or Federal Student Aid.

B.9 FSA 27-2 Limitations On The Use Or Disclosure Of Government-Furnished Information Marked With Restrictive Legends (Dec 2006)

(a) For contracts under which data are to be produced, furnished, or acquired, the terms “limited rights” and “restricted rights” are defined in the Rights in Data - General clause of this contract.

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

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

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

(3) GFI marked with specially negotiated license rights legends. The Contractor shall use, modify, reproduce, release, perform, or display proprietary data, technical data or computer software received from the Government with specially negotiated license legends only as permitted in the license. Such data or software may not be released or disclosed to other persons unless permitted by the license and, prior to release or disclosure, the intended recipient has completed the use and non-disclosure agreement. The Contractor shall modify paragraph (1)(c) of the use and non-disclosure agreement to reflect the recipient's obligations regarding use, modification, reproduction, release, performance, display, and disclosure of the data or software.

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

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

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

USE AND NON-DISCLOSURE AGREEMENT

The undersigned, ___(Insert Name) ___, an authorized representative of the ___(Insert Company Name) ___, (which is hereinafter referred to as the “Recipient”) requests the Government to provide the Recipient with proprietary data, technical data or computer software (hereinafter referred to as “Data”) in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are identified in an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

Recipient's Business Name

Representative's Typed Name and Title

B.11 FSA 31-1 Proposal Cost And/Or Pricing Data (August 2008) Federal Student Aid intends to collect cost, pricing and technical information submitted in response to proposals. Information will be evaluated and stored in Federal Student Aid's Cost Library in order to expand the organizations historical pricing data and cost estimating capabilities.

B.12 FSA 32-1 Invoice Procedures (November 2009) The Contractor must submit a physical invoice via mail, fax, or e-mail for this contract in order to be paid for products and/or services rendered.

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

US Department of Education Union Center Plaza Federal Student Aid Administration 830 First Street, NE - Suite 54B1 Washington, D.C. 20202-0001 E-mail: InvoiceAdmin@ed.gov Fax: 202-275-3477

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

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

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

(1) Name and Address of the Contractor.

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

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

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

(5) Terms of any prompt payment discount offered.

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

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

(8) Totals must be supported by subtotals and subtotals should be supported by detail, (e.g. documentation for categories of labor, hours performed, unit prices) and deliverables provided.

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

(10) SPECIAL INSTRUCTIONS FOR FINANCE PAYMENTS:

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

REQUEST FOR FINANCING PAYMENT

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

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

State Option—Requirements contract for borrower accounts within the Entity’s state. Borrower accounts assigned under this option shall only include those that maintain “current legal residence” in the state being serviced by the Entity at the time of allocation, regardless of future changes in residence. The Government estimates up to 100,000 borrower accounts per agreement in performance of this contract. During the course of the basic ordering period, the maximum volume for the basic ordering period agreement will be 100,000 borrowers. The Optional Ordering Period will have a maximum of an additional 0 borrowers.

E. Annual Compliance Audit—[Reserved]

Scenarios: (1) if the servicer services Federally and non-Federally held debt and offers combined billing, no marketing envelopes or inserts for other services/products may be issued; (2) if the servicer services Federally and non-Federally held debt and does NOT use combined billing, normal marketing may be provided for non- Federally held debt for other services/products; and (3) if the servicer services Federally and non-Federally held debt and is in personal contact, no marketing for other services/products may be discussed. If a borrower with in-school status seeks information regarding other products or services from the servicer, the borrower shall be directed to their school’s Student Financial Assistance Office.

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

[Reserved]

N. Additional Terms:

1. The Not-for-Profit (NFP) Servicing contracts are for any “eligible” and “qualified” entities (herein referred to as “Entity” or “Entities”, unless otherwise noted) in accordance with the Health Care and Education Reconciliation Act of 2010 (Pub.L. 111-152, 124 Stat. 1029) (herein referred to as “HCERA” and/or “SAFRA”) to manage all types of Title IV student aid obligations, including, but not limited to, servicing of outstanding debt. The initial task orders may cover servicing of loans under the William D. Ford Federal Direct Loan Program (DL), the Federal Family Education Loan (FFEL) Program, the Federally Insured Student Loan (FISL) Program, and/or Teacher Education Assistance for College and Higher Education (TEACH) Grants that have converted to Federal Direct Unsubsidized Stafford Loans (Entities will not be required to service/track TEACH Grants that are in grant status). National Option contracts are not Requirements contracts.

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

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

Borrowers in In-school Status

$ 1.050

Borrowers 31-90 Days Delinquent

$ 1.620

Borrowers 91-150 Days Delinquent

$ 1.500

Borrowers 151-270 Days Delinquent

$ 1.370

Borrowers 270+ Days Delinquent

$ 0.500

Out year pricing will follow the methodology described utilizing the subsequent terms. There will be no set declination in pricing at the time of award.

4. The Government has included an escalation methodology based upon the Bureau of Labor Statistics’ (BLS) Employment Cost Index (ECI) for Total Compensation, Private Industry, Service Occupations (Not Seasonally Adjusted), to account for significant inflation and/or deflation. When the ECI exceeds 3.0% (plus or minus) in any given year the Government will adjust the established common pricing by any amount in excess of this rate. The calculated rate of escalation will equal the average of the 12-month percent change for the previous four quarters, ending June 30th. This ECI escalation will be applied beginning in September of the same calendar year. Further, this escalation will compound for all remaining years of the Base and Optional Ordering Periods.

For example, ECI rate released in June 2011 is 3.6%. The Government will increase unit pricing by .6% for the contract beginning September 1, 2011 and all remaining years of the Base Ordering Period, as well as the Optional Ordering Period.

A decreasing rate of inflation would follow the same pattern as above. For example, if the ECI decreases by more than 3.0%, then the unit prices for the remaining out-years will also decrease by the percentage in excess of 3.0%. For example, ECI rate released in June 2010 is -4.2%. The Government will decrease unit pricing by 1.2% for the contract period beginning September 1, 2011 and all remaining years of the Base Ordering Period, as well as the Optional Ordering Period.

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

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

· Costs for legislative, regulatory or policy changes that affect the Federal Family Education Loan (FFEL) Program community but simultaneously satisfy Direct Loan servicing requirements.

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

6. National Option—The Government makes no guarantee to any Contractor that their organization will retain their current loan servicing volume. The Government will provide an initial allocation of 100,000 borrower accounts under this IDIQ contract, in accordance with the Health Care and Education Reconciliation Act of 2010 (Pub.L. 111-152, 124 Stat. 1029) (herein referred to as “HCERA” and/or “SAFRA”). However, the ability of the Contractor to retain and/or increase its allocation volume shall depend on the Contractor’s compliance with contractual/regulatory requirements, and performance. In the event of an inability to comply with contractual/regulatory requirements and/or a lack of satisfactory performance, the Government reserves the right to reduce the Contractor’s allocation at no additional cost to the Government.

State Option—Entities performing under this option shall not be eligible for borrower account allocation more than the maximum of 100,000 borrowers, regardless of performance or other factors. The Government will provide an initial allocation of borrowers in the Entity’s state up to 100,000 borrower accounts under this contract, in accordance with the Health Care and Education Reconciliation Act of 2010 (Pub.L. 111-152, 124 Stat. 1029) (herein referred to as “HCERA” and/or “SAFRA”). Given borrower account volumes by state, the Government makes no guarantee that volume will reach 100,000 accounts in the first year of performance. However, the ability of the Contractor to retain its allocation volume shall depend on the Contractor’s compliance with contractual/regulatory requirements, and performance. In the event of an inability to comply with contractual/regulatory requirements and/or a lack of satisfactory performance (in accordance with the portions of Section B.13.N.14 applicable to the State Option), the Government reserves the right to reduce the Contractor’s allocation at no additional cost to the Government. Assuming continued satisfactory performance, the borrower account level would be maintained with new accounts added as old accounts are retired, to the maximum extent practicable.

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

8. The Government reserves the right to equitably introduce, eliminate, or modify loan deliverables/status items that are in the best interest of the Government or Borrower. (e.g., In-School Deferments moved into the In-School deliverable; new deferment or forbearance categories; etc).

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

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

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

12. An “eligible” and “qualified” Entity shall only receive the initial 100,000 account allocation once, regardless of future changes, and/or potentially multiple teaming arrangements.

State Option Only— Entities performing under this option shall not be eligible for borrower account allocation more than the maximum of 100,000 borrowers nor any borrower accounts outside of the Entity’s state, regardless of performance, borrower loan availability, or other factors.

13. Initial Allocation—The Contracting Officer will award a contract to the Entity once all requirements and all elements of the Memorandum of Understanding (MOU) have been met for servicing federally-held debt, in accordance with the terms and conditions herein. The date of Initial Allocation will depend on the date that the Entity receives a contract award, and will be scheduled so that Initial Allocations can be made in an efficient and prudent manner.

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

14. The following terms apply to performance measurement and subsequent allocation for the Entities:

a. National Option—Entities shall be measured in a manner that is consistent with that of the existing Title IV Additional Servicers (TIVAS) agreements (as provided in Attachments A-4 and A-5);

State Option—Entities shall be measured in a manner that is consistent with that of the existing Title IV Additional Servicers (TIVAS) agreements (performance metrics as provided in Attachments A-4). Allocation of ongoing volume shall not apply;

b. National Option—If an Entity’s score is lower than that of the lowest score among all TIVAS for one or more performance metrics within that evaluated period of performance – that Entity shall not be eligible to receive additional borrower accounts. Further, that Entity may be directed to identify an improvement plan, and/or be directed to transfer all, or part, of the borrower accounts;

State Option—If an Entity’s score is lower than that of the lowest score among all TIVAS for one or more performance metrics within that evaluated period of performance – that Entity may be directed to identify an improvement plan, and/or be directed to transfer all, or part, of the borrower accounts, and/or may not receive new accounts;

c. National Option Only—If an Entity’s score is equal to or higher than that of the lowest score among all TIVAS for each performance metric within that evaluated period of performance – that Entity shall be eligible to compete with other Entities for a % of the new borrowers allocated to Entities for the next allocation year; and

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

For example, the following sample scoring is for a given performance evaluation period:

(TIVAS-A)

(TIVAS-D)

(TIVAS-D)

(TIVAS-A)

(TIVAS-B)

A comparison between each Entity relative to the low TIVAS score for each performance metric from the sample above provides the following:

(TIVAS-A)

(TIVAS-D)

(TIVAS-D)

(TIVAS-A)

(TIVAS-B)

Based on the scores of the Entities, relative to the lowest TIVAS for each metric, Entity-A and Entity-C are not eligible to compete for additional unique borrower account allocation for the succeeding performance year since they each received at least one score that was lower than the lowest TIVAS score for a given performance metric, in accordance with Subpart b. above. However, Entity-B and Entity-D will be eligible to compete with all other satisfactorily performing non-TIVAS Entities for a % of new borrowers allocated to the Entities for that year, since its scores were equal to or higher than that of the lowest TIVAS score for each performance metric within that evaluated period of performance, in accordance with Subpart c. above.

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

[Reserved]

[Reserved]

[Reserved]

[Reserved]

[Reserved]

[Reserved]

[Reserved]

Note: List may be expanded or contracted based upon each offeror’s proposed teaming structure.

16. If the Contractor’s eligibility and/or qualification status under the Health Care and Education Reconciliation Act of 2010 (Pub.L. 111-152, 124 Stat. 1029) changes at any time after contract award so that it is no longer “eligible” and/or “qualified”, the contract shall be automatically terminated at no additional cost to the Government. This action includes changes to the law that may alter the Contractor’s status, funding, and/or other factors that have a material bearing on this contract.

B.14 52.212-5 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders—Commercial Items (Dec 2009)

(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…