Ethics Course -2-21-11Final.rtf

REQUEST FOR PROPOSALS TIRNO-12-R-00011

OMB Control No. 1505-0081

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

J-2-J8-01-XR-001-000

2. CONTRACT NO.

3. AWARD.EFFECTIVE DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

TIRNO-12-R-00011

6. SOLICITATION ISSUE DATE

02/21/2012

7. FOR SOLICITATION INFORMATION CALL:

a. NAME EDWARDS, FREELAND, Ruth

b. TELEPHONE NUMBER (No collect calls) 202-283-2896

8. OFFER DUE DATE/ LOCAL TIME

3/16/2012, 12:00 PM

9. ISSUED BY

CODE

IRS0088

DESTINATION UNLESS BLOCK IS MARKED

DISCOUNT TERMS

Discount: % Days:

Net Due:

X

Internal Revenue Service 6009 Oxon Hill Road, Suite 500 Oxon Hill, MD 20745

UNRESTRICTED

x

SET ASIDE: 100%FOR

SEE SCHEDULE

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

8(A) 13b. RATING

NAICS: 611430

SIZE STANDARD: $7.0

15. DELIVER TO

CODE

19103003

16. ADMINISTERED BY

CODE

IRS0088

IRS CORPORATE ED. (School Of Taxation) 1601 MARKET STREET, 19th STREET

PHILADELPHIA, PA 19103

Internal Revenue Service 6009 Oxon Hill Road, Suite 500 Oxon Hill, MD 20745

17a. CONTRACTOR/

CODE

00055905

FACILITY

18a. PAYMENT WILL BE MADE BY

CODE

INVB030

OFFEROR

CODE

IRS Beckley Finance Center P.O. Box 9002 Tel: (304) 256-6000 Beckley, WV 25802

TELEPHONE NO.

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

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE (US$)

24.

AMOUNT (US$)

See Page 3 Herein for Price Schedule Instructions

Instructions

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

25. ACCOUNTING AND APPROPRIATION DATA

PER INDIVIDUAL DELIVERY ORDERS

26. TOTAL AWARD AMOUNT (For Govt. Use Only) x

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

X

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN { 3 }

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REFERENCE . OFFER

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5).

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATED SIGNED

31b NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

GWENDOLYN SULLIVAN

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 4/2002) PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212 19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE (US$)

24.

AMOUNT (US$)

BASE YEAR APRIL 25, 2012 THROUGH APRIL 24, 2013

Transformational Leadership & Ethics Course 1.00

EA

Executive Readiness Wrap-UP Program 1.00

EA

OPTION YEAR I: APRIL 25, 2013 THROUGH APRIL 24, 2014

1.00

EA

1.00

EA

OPTION YEAR II: APRIL 25, 2014 THROUGH APRIL 24,2015 2015

1.00

EA

1.00

EA

OPTION YEAR III APRIL 25, 2015 THROUGH APRIL 24,2016

1.00

EA

1.00

EA

OPTION YEAR IV: APRIL 25, 2016 THROUGH APRIL 24,2017

1.00

EA

1.00

EA

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

Speaker Fee 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35.AMOUNT VERIFIED CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

PARTIAL

FINAL

38. S/R ACCOUNT NUMBER

39.S/R VOUCHER NUMBER

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42.a. RECEIVED BY (Print)

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

42b. RECEIVED AT (Location)

42.c DATE REC’D (YY/MM/DD)

42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 4 / 2002) BACK PRICE SCHEDULE INSTRUCTIONS

SCHEDULE OF SUPPLIES OR SERVICES AND PRICES/COSTS

NOTE: THE PRICE SCHEDULE IS TO BE COMPLETED ONLY BY OFFERORS WHO PROCEED TO PHASE II, “ORAL PRESENTATIONS” AND III, “PRICE”. THE PRICE SCHEDULE SHALL NOT BE SUBMITTED UNDER PHASE I, “WRITTEN PROPOSALS ( SEE SECTION IV HEREIN, “INSTRUCTIONS/EVALUATION CRITERIA FOR PROSPECTIVE OFFERORS”).

1. Offeror shall furnish a Firm-Fixed “Unit Price” and “Amount” to perform and provide work in accordance with Section I, “Performance Work Statement” (PWS) of the anticipated contract and individual Delivery Orders. Offeror shall furnish a Firm-Fixed “Unit Price” and “Amount” for each item number listed at page 2 herein. The Firm-Fixed “Unit Price” will be used to order the “Transformational Leadership and Ethics Course” as needed via individual Delivery Orders. The “Unit Prices” and “Amounts” shall include all applicable fees/ costs. Below is a description for each item number.

Offerors are encouraged to provide discounts and list in the Price Schedule any final, discounted prices. Offerors’ completed Price Schedule must include any “best and final” discounts offerors’ propose. The Government WILL NOT entertain any further discounts after receipt of offeror’s Price Schedule.

Item Numbers Description

TABLE OF CONTENTS

PAGE

SECTION I: PERFORMANCE WORK STATEMENT (PWS) 5

SECTION II: CONTRACT CLAUSES 16

SECTION III: CONTRACT ADMINISTRATION 57

Non-Disclosure Agreement, Attachment 3 Past Performance Questionnaire, Attachment 4

SECTION I

PERFORMANCE WORK STATEMENT

INTERNAL REVENUE SERVICE

HUMAN CAPITAL OFFICE

“TRANSFORMATIONAL LEADERSHIP & ETHICS COURSE”

I.1 BACKGROUND

“Integrity and Honesty” is a fundamental leadership competency underlying the work of the Internal Revenue Service (IRS). Successful leaders in the IRS demonstrate integrity, sound judgment, and as public servants, maintain the highest ethical standards. Additionally, top level managers need to be extremely capable and knowledgeable about leadership in the business world in order to meet increasingly complex challenges. The IRS Human Capital Office uses the Executive Readiness Program** to prepare its most experienced senior managers to meet the challenges of top-level leadership in the Senior Executive Service (SES).

The “Transformational Leadership and Ethics Course” is the centerpiece of the IRS Executive Readiness Program** and cornerstone of the “leadership” curriculum. Student participants will be taught through instructional techniques and processes on doing the right thing and leading the organization forward to implement IRS leadership philosophy and practices throughout the organization. It is intended to be a transformational experience encouraging student participants to reach their highest level of performance in the areas of:

ethics in the federal sector and the importance of doing the right thing;

balanced (business results and public good) decision making and accounting for critical factors especially under tight time constraints;

transformational leadership as the primary approach to managing the business of the IRS; and networking and relationship building as a key to managing successfully across the IRS enterprise.

I.2 OBJECTIVES

The Contractor shall deliver an experiential learning** program to IRS Executive Readiness Program** participants, when needed by the Government. The contractor shall deliver a “Transformational Leadership and Ethics Course” that meets all of the requirements and specifications herein.

**/ Please refer to Section I.9 herein for definitions or clarifications relative to terms identified within this PWS. The definitions or clarifications are identified by double asterisks in the body of this PWS.

The IRS intends to award a performance based, Indefinite Delivery/Indefinite Quantity contract to cover (a) the course, (b) instruction, and (c) travel and lodging for Instructors and other designated Contractor Key Personnel. The aforementioned will be ordered via individual Delivery Orders against the contract. The IRS estimates two (2) courses in the Base Year and one course per each Option Year (see Section 1.14 for contract periods of performance), but, may require two (2) courses in the Base Year and two (2) courses per each Option Year.

I.3 TECHNICAL REQUIREMENTS

Contractor’s, “Transformational Leadership and Ethics Course”, course work, instruction, learning experiences, and interaction must integrate and achieve the Learning Outcomes and Executive Leadership Competencies Underlying the Learning Objectives at Sections I.3.1 and I.3.2 respectively to allow student participants to understand, commit to and put into practice leadership and ethics.

I.3.1 LEARNING OUTCOMES

1. Ethics in Federal Government – participants will confront the importance of ethics and of doing the right thing in the federal government environment through case studies** incorporating ethical dilemmas and operational realities of the participants.

2. Transformational Leadership – participants will understand the theory behind and recognize the value to the organization and the challenges of practicing transformational leadership in IRS.

3. Servant Leadership – participants will understand the theory of servant leadership, recognize its value to the organization and prepare for the challenges of practicing servant leadership in IRS.

4. Personal & Organizational Values – participants will identify and evaluate their own personal values, how to uncover, understand and acknowledge the values of others, and how these values can be leveraged to enhance one’s personal leadership style to make the individual and the organization more effective while maintaining the highest ethical standards. Participants will explore and understand organizational culture and the specific culture of the IRS, with the aim of utilizing and shaping that culture to be more effective and to improve the organization.

5. Authenticity as a Leadership Practice – participants will understand who they are and how to use self-knowledge to create high levels of trust, engagement and effectiveness in the workplace.

2. Vision: Takes a long-term view and builds a shared vision with others; acts as a catalyst for organizational change; and influences others to translate vision into action.

3. Strategic Thinking: Formulates objectives and priorities, and implements plans consistent with the long-term interests of the organization in a global environment. Capitalizes on opportunities and manages risks.

4. External Awareness: Understands and keeps up-to-date on local, national, and international policies and trends that affect the organization and shape stakeholders' views; is aware of the organization's impact on the external environment.

5. Political Savvy: Identifies the internal and external politics that impact the work of the organization. Perceives organizational and political reality and acts accordingly.

6. Entrepreneurship: Positions the organization for future success by identifying new opportunities; builds the organization by developing or improving products or services. Takes calculated risks to accomplish organizational objectives.

7. Partnering: Develops networks and builds alliances; collaborates across boundaries to build strategic relationships and achieve common goals.

8. Other Supporting Leadership Competencies – Continual learning and an awareness of the other leadership competencies from the OPM Executive Core Qualifications (ECQ) model and their interrelations with Ethics and the Secondary Leadership Competencies should also be covered in the course content. The ECQ model is available at this Office of Personnel Management web site: http://www.opm.gov/ses/recruitment/ecq.asp.

I.3.3 PRINCIPLES OF ETHICAL CONDUCT**

In addition to I.3.1 and I.3.2 above, Contractor shall instruct and instill the “Principles of Ethical Conduct” into student participants. The “Principles of Ethical Conduct” are at Attachment 1 herein.

I.3.4 RESIDENTIAL PROGRAM

The “Transformational Leadership and Ethics Course” shall be conducted in a “residential” manner, requiring that all participants stay overnight at the same location during all multiple day training sessions. The “residential program” requirement fosters critical networking between participants that are considered a very important part of the course and of the long term success of participants.

I.3.5 INSTRUCTIONAL METHODOLOGY

The Contractor shall provide a strong, coherent course that teaches and reinforces the required leadership outcomes and competencies. The training format shall provide a setting where timeless leadership issues are examined and applied to contemporary challenges in the context of executive leadership in the IRS. The design for the training shall include cognitive, affective and psychomotor domains and engage the entire person’s intellect, body, heart, and motion. The action learning course must provide an effective mix of facilitated discussion**, group exercises**, case studies**, team building exercises**, experiential learning**, coaching and feedback**, and off-site field trip(s)** that demonstrate and illustrate the required learning objectives of Transformational Leadership & Ethics in theory and in application/practice. The off-site field trip(s) shall provide a milieu and setting where participants will apply their understanding of leadership challenges as they relate to that environment. The context for the training shall be well-documented and researched models and, also, well documented examples of leadership actions, decisions and their consequences. Instructional exercises and methods shall engage the learner on multiple dimensions and be designed to encourage participants throughout the course to incorporate personal and IRS specific work experiences in a manner that encourages transformational change

I.3.6 SPEAKING ENGAGEMENT

The contractor shall speak at the “Executive Readiness Wrap-up Program” (Wrap-Up Program). The Wrap-Up Program will occur at a time to be specified, after and separate from the “Transformational Leadership and Ethics Course”. The focus of the topic should tie together all aspects of the Executive Readiness (XR Program), reinforce the executive competencies, and create a better understanding of how self and one’s personal values are necessary elements of ethical leadership.

I.3.7 COURSE OUTLINE

The Contractor shall develop a Course Outline that identifies the course design, objectives, lessons, and timeframes. The Course Outline is due five (5) working days after the Government’s initial meeting with Contractor.

I.3.8 SERVICES/SUPPLIES

The Contractor shall provide all project management, instructors, speakers, equipment, supplies, tools and materials to participants to successfully conduct the Transformational Leadership and Ethics material course and achieve the objectives (Section I.2) and technical requirements (CCR) indicated herein. These services and supplies are due during each course ordered.

I.3.9 OFF-SITE FIELD TRIP

The Contractor shall arrange an off-site field trip that will allow, encourage and instruct participants to explore, experience and observe leadership discussed in a case presented in the course. The off-site field trip shall occur during each course ordered.

I.3.10 WELCOME LETTER

The Contractor shall develop and provide a “Welcome Letter” to all IRS participants. The “Welcome Letter” shall explain the training and all related forms including any pre-reads. This letter must be delivered to the COR/GPM 30 days prior to the start of any course and to the participants at least 21 days prior to the start of any course.

I.3.11 TRAINING FACILITY AND LOCATION

The IRS will be responsible for providing the training facility for all training/courses. Training/courses will be conducted at the IRS training facility located at IRS, Kansas City Service Center (KCSC), 333 W. Pershing Road, Kansas City, MO 64108. The training facility has multiple training rooms and a “break-out rooms”. Each training room is equipped with multiple LAN (Local Area Network) connections and complete Audio Visual racks inclusive of data show, DVD (Digital Versatile Disc), VHS (Video Home System), microphone system, satellite connection, etc. Each training room, also, has an instructor PC (Personal Computer) and podium. All of the aforementioned are available to contractor at no charge by the Government.

1.3.11.1 CHANGE IN TRAINING FACILITY AND LOCATION

In the event the Government determines to change the location of the training facility during the life of the contract, the Government will provide notification to the contractor of the anticipated change and allow the contractor up to sixty (60) days to make and implement arrangements for the change.

I.3.12 CLASS LENGTH AND COURSE SIZE

Total class size will be approximately 25 to 30 student participants and 40 hours in length. Each 40 hour course shall begin on Sunday afternoon and end early Friday afternoon. All courses shall be conducted at IRS KCSC, 333 W Pershing RD, Kansas City, MO 64108.

I.4 KEY PERSONNEL

Key personnel are personnel considered to be essential to the successful performance of the contract and any Delivery Orders issued under the contract. Key personnel for this requirement are: Contractor Project Manager and Instructor(s).

I.4.1 KEY PERSONNEL QUALIFICATIONS

At a minimum, the Contractor Project Manager must possess five (5) years of experience managing projects of the same size, scope and complexity in order to clearly demonstrate an ability to develop, instruct, manage and measure a course that meets all of the required course learning objectives.

Should it become necessary to replace any key personnel already approved and working under the contract, the Contractor shall submit to the COR a key personnel résumé on the proposed substitute at least thirty (30) calendar days (for Instructor) prior to the start of any awarded course and thirty (30) calendar days (for Contractor Project Manager) prior to the Contractor Project Manager’s start date under the contract. All substitute Key Personnel must be approved, in writing, by both the COR or GPM, before they may work under this contract or any Delivery Order issued against the contract.

I.5 INTERACTIONS AND WORK DIRECTIONS

The Contractor shall routinely interact with and receive work direction from key IRS Leadership, Education and Delivery Services personnel in the IRS Human Capital organization, including, but, not limited to the following:

IRS Contracting Officer’s Representative (COR); and

Government Project Manager(s) (GPMs)

I.6 GOVERNMENT FURNISHED INFORMATION

The Government Project Manager (GPM) shall provide all data, information or documentation that is needed for the successful performance and completion of individual Delivery Order(s) to the Contractor.

Upon the request by the GPM or at completion of individual Delivery Order(s), the Contractor shall immediately return any information provided for the performance of the task(s).

I.7 PRODUCTS DEVELOPED

I.7.1 The Contractor agrees any product developed exclusively for the IRS under this contract or Delivery Order under the contract shall be the exclusive property of the IRS and may not be reused or repurposed for the benefit of any other entity including contractor.

I.8 DELIVERABLES AND DUE DATES

I.8.1 The contractor shall provide the following deliverables at the due dates indicated below:

A. Arrangement for Kick-Off Meeting (See Section II.16) – one day after contract award.

B. Kick-Off Meeting (See Section II.16) – ten (10) days from date of contract award

C. Course Outline - five (5) working days after the Government’s initial meeting with Contractor.

D. Welcome Letter – to COR/GPM at least 30 days prior to start of any course; to participants at least 21 days prior to the start of the course.

E. Supplies/Services per Section II.3.7 – During each course.

F. Off-Site Field Trip** – During each course.

I.9 DEFINITIONS

I.9.1 Case Studies: A detailed account of a situation within an organization, or among a group of people is presented and discussed in small or large groups.

I.9.2 Executive Readiness Program: A 2 year developmental program for senior managers, GS-14/15s, with the expectation to apply to the Candidate Development Program (CDP). This program consists of assessment, curriculum, coaching, and developmental assignments, focusing on the OPM Executive Core Qualifications (ECQ) competencies.

I.9.3 Facilitated Discussion: A participant-centered, interactive form of education where participants share their knowledge, problems, and experiences with other participants while discussing specific topics. The discussion is intended to empower participants and encourage dialogue.

I.9.4 Group Exercises: Various activities and presentations introduced to participants in small or large groups that require discussions. Activities can include experimental exercises, observation of film clips, and readings.

I.9.5 Off-Site Field Trip: A group excursion for the participants to explore, experience and observe leadership discussed in a case presented.

I.9.6 Team Building Exercise: An activity presented for improving team performance. Team building exercises are introduced to enhance self-development, positive communication, leadership skills, and the ability to work closely together as a team to solve a problem.

I.9.7 Experiential Learning: the practice of learning by doing. Experiential exercises immerse the individual in real life interaction and problem solving leading to an understanding of who they are, how they react under pressure, how others perceive their reactions, and how individuals and groups deal with conflict.

I.10 PERFORMANCE REQUIREMENTS MATRIX

The Government will measure Contractor’s performance under this contract using the “Performance Requirements Matrix” (See Section II.10.1). The contractor’s requirements are broadly summarized into Performance Indicators (PI) that relate directly to mission essential items. The Performance Standards (PS) indicates the ultimate desired outcome for each performance indicator. The Acceptable Quality Level (AQL) indicates the maximum allowable variance from the performance standard before the Government imposes a penalty (see below herein, “Performance Requirements Matrix). The Government will use the “Surveillance Method” shown below to determine if contractor has met the PS. The IRS shall use a “Survey Manager” to surveil the performance standards associated with this surveillance method (See Section V, Attachment 2, “Sample Survey Manager”). IRS will develop the final “Survey Manager” and customize questions based on the program objectives and Contractor’s planned course outline and delivery. IRS will provide the Contractor with a copy of the final “Survey Manager” 30 days prior to course delivery.

The GPM/COR may attend any session of the training, at no charge to the government, for administrative purposes and to evaluate contractor’s performance. Feedback may be provided to the Contractor by the GPM/COR which may necessitate changes to the curriculum.

I.10.1 PERFORMANCE REQUIREMENTS MATRIX

Performance Indicator

Performance Standard

Acceptable Quality Level

Surveillance Method Survey Manager

Survey Responses & Associated Ratings

Extremely – 5 Very – 4 Moderately – 3 Somewhat – 2 Not at All - 1 Overall 5.0 rating Overall 4.0 rating

100% inspection of participant response.

COR/GPM’s periodic observation of classroom performance.

I.11 QUALITY ASSURANCE PLAN

Contractor receiving award under this RFP shall establish and deliver electronically a Quality Assurance Plan (QAP) to the COR and Contracting Officer no later than two (2) weeks after contract award. Contractor’s QAP shall be a written plan that ensures the Transformational Ethics course will be provided to the IRS as specified and sets forth procedures and responsibilities for controlling, maintaining and providing high quality work to the IRS. This plan shall include, but, not be limited to the following:

An Inspection Program covering all of the services stated in this PWS. It must specify the areas to be inspected on a scheduled or unscheduled basis and the names, titles and qualifications of the individuals performing inspections and the extent of their authority. Their functional roles shall be depicted in an organizational chart.

Methods of identifying deficiencies in the quality of services performed before the level of performance becomes unacceptable and the corrective actions needed to be taken; procedures for notifying the COR when deficiencies are encountered; and descriptions of proposed sampling techniques.

Methods of documenting and enforcing quality control operations of both the Contractor’s and Subcontractors’ (if any) work, including inspection and testing;

Copy of format of Contractor’s Quality Control Reports; and

File of all Quality Control Inspections, inspection results and any corrective action required and/or performed during the life of this contract. This file shall become the property of the IRS and shall be made available to the COR and CO upon request. The file shall be provided to both parties within ten (10) days after completion or termination of the contract.

The COR will accept/reject Contractor’s submitted (QAP) after review. Contractor may be required to make revisions.

I.12 CONTRACT TYPE

The type of contract will be an Indefinite-Delivery, Indefinite Quantity with established Firm-Fixed Priced line items.

I.12.1 RFP, Transformational Leadership and Ethics Course is being conducted under Federal Acquisition Regulation: Part 12, (Acquisition of Commercial Items)

I.13 FUNDING

Funding under the contract will be obligated via the issuance of Delivery Orders. Delivery Orders will be issued as needed by the Government and the Delivery Orders’ amount(s) will consist of the firm-fixed unit prices awarded under the contract against quantities required by the Government.

I.14 PERIOD OF PERFORMANCE

The contract shall consist of a Base Year and four (4) Option Years. The period of performance for each year is indicated below.

YEAR PERIODS OF PERFORMANCE

I.15 MINIMUM ORDER GUARANTEE

At a minimum, the Government will order $50,000.00 of services to be performed during the life of the contract as described at Section I, Performance Work Statement. The $50,000.00 minimum may be met by the issuance of one Delivery Order or a combination of Delivery Orders. The Government is not required to issue any orders beyond the $50,000.00 minimum during any given year or the life the contract.

I.16 PLACE OF PERFORMANCE

Contractor shall conduct the course at IRS, Kansas City Service Center (KCSC), 333 W. Pershing Road, Kansas City, MO 64108 and in a manner that meets the technical requirements, as specified in the contract.

I.17 KICK-OFF MEETING

Contractor shall schedule a “kick-off meeting” with the Government within ten (10 ) days after date of contract award. Contractor shall contact the IRS COR identified in the contract to schedule the “Kick-Off Meeting” one day after date of contract award.

SECTION ii cONTRACT CLAUSES

II. FAR (FEDERAL ACQUISITION REGULATION) CLAUSES, IRSAP (INTERNAL REVENUE SERVICE ACQUISTION PROCEDURES), IR (INTERNAL REVENUE) CLAUSES AND CONTRACT PROVISIONS

II.1 FAR 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 Contacting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: www.arnet/gov/far/

II.1.1 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

CLAUSE

NUMBER TITLE DATE

II.2 FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

(a) Definitions. As used in this clause— “Agency” means executive agency as defined in Federal Acquisition Regulation (FAR) 2.101.

“Covered Federal action” means any of the following Federal actions:

(1) Awarding any Federal contract.

(2) Making any Federal grant.

(3) Making any Federal loan.

(4) Entering into any cooperative agreement.

(5) Extending, continuing, renewing, amending, or modifying any Federal contract, grant, loan, or cooperative agreement.

“Indian tribe” and “tribal organization” have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C.450B) and include Alaskan Natives.

“Influencing or attempting to influence” means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

“Local government” means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

“Officer or employee of an agency” includes the following individuals who are employed by an agency:

(1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment.

(2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code.

(3) A special Government employee, as defined in section 202, Title 18, United States Code.

(4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2.

“Person” means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

“Reasonable compensation” means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

“Reasonable payment” means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

“Recipient” includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

“Regularly employed” means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

“State” means a State of the United States, the District of Columbia, or an outlying area of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibition. 31 U.S.C. 1352 prohibits a recipient of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions. In accordance with 31 U.S.C. 1352 the Contractor shall not use appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of this contractor the extension, continuation, renewal, amendment, or modification of this contract.

(1) The term appropriated funds does not include profit or fee from a covered Federal action.

(2) To the extent the Contractor can demonstrate that the Contractor has sufficient monies, other than Federal appropriated funds, the Government will assume that theses other monies were spent for any influencing activities that would be unallowable if paid for with Federal appropriated funds.

(c) Exceptions. The prohibition in paragraph (b) of this clause does not apply under the following conditions:

(1) Agency and legislative liaison by Contractor employees.

(i) Payment of reasonable compensation made to an officer or employee of the Contractor if the payment is for agency and legislative liaison activities not directly related to this contract. For purposes of this paragraph, providing any information specifically requested by an agency or Congress is permitted at any time.

(ii) Participating with an agency in discussions that are not related to a specific solicitation for any covered Federal action, but that concern—

(A) The qualities and characteristics (including individual demonstrations) of the person’s products or services, conditions or terms of sale, and service capabilities; or

(B) The application or adaptation of the person’s products or services for an agency’s use.

(iii) Providing prior to formal solicitation of any covered Federal action any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(iv) Participating in technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(v) Making capability presentations prior to formal solicitation of any covered Federal action by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Pub. L. 95-507, and subsequent amendments.

(2) Professional and technical services.

(i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(ii) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(iii) As used in this paragraph (c)(2), “professional and technical services” are limited to advice and analysis directly applying any professional or technical discipline (for examples, see FAR 3.803(a)(2)(iii)).

(iv) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents.

(3) Only those communications and services expressly authorized by paragraphs (c)(1) and (2) of this clause are permitted.

(d) Disclosure.

(1) If the Contractor did not submit OMB Standard Form LLL, Disclosure of Lobbying Activities, with its offer, but registrants under the Lobbying Disclosure Act of 1995 have subsequently made a lobbying contact on behalf of the Contractor with respect to this contract, the Contractor shall complete and submit OMB Standard Form LLL to provide the name of the lobbying registrants, including the individuals performing the services.

(2) If the Contractor did submit OMB Standard Form LLL disclosure pursuant to paragraph (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, and a change occurs that affects Block 10 of the OMB Standard Form LLL (name and address of lobbying registrant or individuals performing services), the Contractor shall, at the end of the calendar quarter in which the change occurs, submit to the Contracting Officer within 30 days an updated disclosure using OMB Standard Form LLL.

(e) Penalties.

(1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or who fails to file or amend the disclosure to be filed or amended by paragraph (d) of this clause shall be subject to civil penalties as provided for by 31 U.S.C.1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable.

(2) Contractors may rely without liability on the representation made by their subcontractors in the certification and disclosure form.

(1) The Contractor shall obtain a declaration, including the certification and disclosure in paragraphs (c) and (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, from each person requesting or receiving a subcontract exceeding $150,000 under this contract. The Contractor or subcontractor that awards the subcontract shall retain the declaration.

(2) A copy of each subcontractor disclosure form (but not certifications) shall be forwarded from tier to tier until received by the prime Contractor. The prime Contractor shall, at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor, submit to the Contracting Officer within 30 days a copy of all disclosures. Each subcontractor certification shall be retained in the subcontract file of the awarding Contractor.

(3) The Contractor shall include the substance of this clause, including this paragraph (g), in any subcontract exceeding $150,000.

(End of Clause) II.3 FAR 52.204-7 Central Contractor Registration (FEB 2012)

Central Contractor Registration (CCR) database” means the primary Government repository for Contractor information required for the conduct of business with the Government.

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System+4 (DUNS+4) number” means the DUNS number means the number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern.

“Registered in the CCR database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and

(2) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record “Active”. The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process.

(b)

(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS or DUNS+4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv) Company mailing address, city, state and Zip Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g) (1)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims).