Title IV Aid Servicing IDIQ Award (ED-FSA-13-D-0003) - Redacted 12_2023.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 45

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DATE DATE

ED-FSA-13-0-0003 FEB 14, 2013

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INFORMATION CAU: ►

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202-377-4263

United Slates Oepnrtm,,n1 ot Educ.a1ion Federal Slud<!ot AldlM;ssion S<iPl)Of1 Oroup 8JO Fi.st St NE . su;te 91F3

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EDUCATIONAL COMPUTER SYSTEMS. INC.

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CORAOPOLIS PA 151069408

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ED-FSA-13-D-0003

Attachment Page

TABLE OF CONTENTS

I. Pricing Schedule ................................................................................................... 4-5

II. FAR Clause 52.212-5 Comrnct Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (July 2012) ................................................................... 6-9

IH. Addendum/Contract Tenns and Conditions/Clau~es .......................................... ,. ............... 10-24

IV. Statement of Objectives a mtroduction ...................................................................... ············· .. 25

b. Background

c. Scope

V. Requirements for Tier 1 Servicing V.l Delivemble Requirements ...................................... ., ................................ ,. .......... 26-34 V.l.2 Change Management. ............................................... , V.l.3 Acronyms and Definitions V.l.4 System Reporting Deliverable Requirements ........................................................... 37•44 V.1.5 Additional Requirements for Tier I and Tier 2 ....................... ,

a. Servicing and Financial Reporting Requirements

b. Security Requirements

c. Liquidation and Assignments ................................... ,.,. .. ,. ....................... 44-45

d. CommU11ication Language

PAGE 3 OF 45 ED·FSA-13-0-0003

I. Pricing Schedule

The Government will set and manage the common pricing. including schcdult: and lier structure. below:

Portfolio Value is <$250 060 000 - >$250 000 000 Base Optional Base Optional

DELIVERABLE STATUS TrER Ordering Ordering Ordering Ordering Period Period Period Period

In Schou! I+ $0.72 $0.72 $0.66 S0.71 Jn Grace/Repayment Current 1-500,000 Sl.96 $2.11 SL87 $2.01

500,001+ $1.76 $1.89 $1.70 $1.82 In Deferment/forbearance 1-300.000 Sl.93 $2.07 $1.84 $1.97

300,001+ $1.70 $1.82 $1.62 $1.73 31-90 Days Delinquent l+ Sl.5t $1.62 SL44 $1.54 91-150 Davs Delinquent I+ $1.39 $1..50 Sl.33 $1.42 l 51-210 Days Delinquent I+ SI.JO $1.39 $1.23 $1.32 211-270 Days Delinquent I+ $UO $1.)4 $1.22 $1.29 27 I ~ Davs Delinquent l+ $0.89 $0.92 $1.10 $1.17

The Pricing Schedule for this ID[Q is the basis for issuing one or more Task Orders (TOs).

The Government will not reimburse any Other Direct Costs/Charges (ODCs) or Travel costs without prior, written approval from the Contracting Officer.

Begi11ning Year 2 pricing will follow the methodology described below.

A. The Government has included aa 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 rnte of escalation will equal the average of the 12-month percent change for the previous four quarters, ending June )0th. This ECI escalation will be applied beginning in September of each calendar year. Further. this escalation will compound for all remaining years of the Base and Optional Ordering Periods.

For example, ECI race released in June 2010 is 3.6%. The Government will increase unit pricing by .6% for the contract beginning September I, 20 IO and all remaining years of the Base Ordering Period, as well as the Optional Ordering Period-

A decreasing rate of inflation wou[d 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, EC[ ralc released in June 20!0 is -4.2%. The Government will decrease unit pricing by 1.2°/4 for the contract period beginning September I, 2010 and all remaining years of the Base Ordering Period, as well as the Optional Ordering Period.

B_ Unique pricing includes all supplies, services and other costs to deliver Title fV servicing under tbis contract, including:

C usrs for bringing contractor ~y~tcrns into compliance for handling federally held debt.

Costs for legislative, regulatory or policy changes that affect the FfEL/Pcrkins community as a

PAGE 4 OF 45 ED-FSA-13-D-0003

whole, as is commercially accepted practice in the FFEUPcrkins community.

For all other costs, the Department and the contractor(s) may come to an agreement via .;h11ngc order process or negotiation, as necessary.

The Government makes no guarantee to any contractor that their organi1.ation will retain their current loan servicing volume.

The Government reserves the rig.ht to periodically review and equitably adjust the rate strucrurc to maintain effectiveness of the services provided (e.g., dilforent volume breaks. different ties, cost allocations, etc.).

The Government reserves the right to equitably introduce. diminate, or modify loan ddiverables/status items that arc in the best interest of the Govem111ent or Borrow'"r. (e.g., in-school defennents moved into the In-School deliverable; new deferment or forbearance categories; etc.).

The Government reserves the right ro unilater.illy shift borrowers in the best interest of the Government or Borrowers, at no additional cost to the Government. [tis anticipated that this will be done only with reasonable and pruderi! cause.

The Government retains the unilateral right to resolve split-borrowers as deemed appropriate by the Government, at no additional cost to the Government.

If a borrower has loans in more than one status, FSA will pay the lower priced billing status. FSA' s pay for performance expectation is that the Grace/Repayment Current billing status would be the highest pnce with each following billing status priced progressively less.

C. The servicer shall adhere to the applicable wage determinations in accordance with FAR 52.222-41, Service Contract Act of 1965 (Nov 2007). lnstrucr.ioos to obtain the applicable wage detennination are as follows:

I. Go to: http://www.wdol.gov.

2. Under Service Contract Act, click on Selection SCA WDs.

3. Select state & county where the services are to be performed then click Continue.

4. Were these services previou~ly performed at this locality under an SCA-Covered contract? Select

"Yes" or "No".

5. Are the contract services to be performed fated below as Non-Standard Services? If so, then highlight the service by clicking on it, and then click "Y cs". If the contract services are not listed, then click "No".

6, The Wage Determination you have requested will be provided.

Please Note: Wage Determinations are subject to change on an annual basis and shall be monitored by the contr.ictor ro ensure continuous compliance.

PAGE 5 OF 45 ED-FSA-13-0-0003

II. 52.212-5 Co11tr:act Term, and Conditions Required To fmplcment Statutes or Executive Orden Commercial Items. (JUL 2012)

(o) The ContrJctor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorponted in this contract by reference, to implement provisions of law or Executive orders applicabk to acqmsitions of' commercial items:

( I) 52.222-50. Combating Trafficking m Persons (FEB 2009) (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (J l U.S.C. 3553).

(J) 52.233-4, Applicable Liw 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 Ot1iccr has indicated as being inwrporated m this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Ofticcr cbcck as appropriate.)

__x_ (l) 52.203--0, Restrictions on Subcontractor Sales to the Government (SEP 2006}. with Alternate f (OCT 1995) (41 U.S.C. 253g and IO U.S.C. 2402).

_lL (2) 52.203-13, Contractor Code of Busines.~ Ethics and Conduct (APR 20IO)(Pub. L I 10-252, Title Vl, Chapter I (41 U.S,C. 251 note)).

_ (J) 52.203-l 5, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of2009.)

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

_ (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (JUL 2010) (Pub, L ! 11-5).

_ (6) 52.209--0, Protecting the Government's lolercst When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 610 I note).

_ ( 7) 52.209-9, Updates of Publicly Available lnformation Regarding Responsibility Matters (FEB 2012) ( 41 u_s,c. 2313).

_ (8) 52.209-tO, Prohibition oa Contracting with Inverted Domestic Corporations (MAY 20l2) (section 738 of Division C of Pub. L. I 12-74, section 74-0 of Division C of Pub. L. J 11-117, section 743 of Division D of Pub. L. 111-8, aad section 745 of Division D of Pub. L. 110-161).

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

= ( I 0) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 20 I l)

(if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657u).

_ ( 11) [Resem'<i) _L( J 2)(i) 52.219-6, Notice ofTotnl Small Business Set-Aside (NOV 201 l) ( 15 U.S.C. 644 ).

_{ii) Alternate l (NOV 201 I).

(iii) Alternate If (NOV 2011 ).

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

- _(ii) Alternate I (OCT 1995) of52.219-7.

_(iii) Alternate II (MAR 2004) of 52.2 l 9-7.

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

__ _( 15) (i) 52.219--9. Small Business Subcontracting Plan (JAN 2011) ( 15 U.S.C. 637(d)(4).

(ii) Alternate I (OCT 2001) of52.2l9-9.

_(iii) Alternate II (OCT 200t}of52.219--9.

( 16) 52.219-IJ, Notice of Set-Aside of Orders (NOV 2011) ( I 5 V S.C. 644(r)) .

.. XJ 17) 52.219--14, Limitations on Subcontracting (NOV 2011)( I 5 U.S.C. 637(a)( 14) ).

__ (18) 52.219-16, Liqmdatcd Damages--Subconiracting Plan (JAN 1999) ( 15 U S.C. 637(d)(4)(F)(i)).

(19)(i) 52.219-2), Notice of Price Evaluation Adjustment for Smull Disadvantaged Business Concerns -- (OCT 2008) (JO U.S.C. 232J)(if the offeror dcc1s to waiw the adjustment, it shat! :;o indicate in its offer.)

PAGE 6 OF 45 ED-FSA-13-0-0003

(ii) Alternate I (JUN 2003)of522l9-23 __ (20) 52 219-25. Small Disadvantaged Business Participation Program-Disadvantag(;(j Stanis and

Reporting (DEC 2010) (Pub. L. 103-355, section 7102, ,rnd 10 U.S.C. 2323) __ (21) 52.219--26, Smnll Disadvantaged Business Participation Program-Incentive Subcontracting (OCT

2000) (Pub. L. !03-355, section 7102, and IO U.S.C. 2323).

_ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) ( 15

US.C. 657f).

_£(23) 52.219-28, Post Awa.rd Small Business Program Rercprcsentation (APR 2012) ( 15 U.S.C. 632(a)(2)).

_ (24) 52.219-29, Notice of Set-Aside for Econom1cally Disadvantaged Women-Owned Smalt Business

(EDWOSB) Concerns (APR 2012) (15 U.S.C. 637(m)).

(25) 52.2 I 9-30, Notice of Set-Aside for Women-Owned Small Business ( WOSB) Concerns Eligible Under

- the WOSB Program (APR 2012) (l5 U,S.C. 637(m}).

_JL (26) 52.222-3, Convict Labor (JUN 2003) (E.O. l 1755).

_K__(27) 52.222-19, Child Labor-<:'oopcration with Authorities and Remedies (MAR 2012) (E.O. 13126) .

...K_ (28) 52.222-2 l. Prohibition ofSegregate<l Facilities (FEB 1999) .

...K_ (29) 52 222-26. Equal Opportunity (MAR 2007) (E.0. l 1246) .

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

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

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

_x_ (33) 52.222-40, Notification of Employee Rights Under the National labor Relations Act (DEC 2010)

(E.0. 13496) .

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

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

_(ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6%2(i)(2)(C)). (Not applicable to the acquisition of commercially available off.the-shelf items.)

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

_ (3 7)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products

(DEC 2007) (E.O. lJ423).

(ii) Alternate I (DEC 2007) of52.223-16.

_ (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) _ (39) 52.225-1, Buy American Act-Supplies (FEB 2009) (41 U.S.C. I0a-l0d).

_ ( 40)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (MAY 2012) (4 I U.S.C.

chapter 83, 19 U.SC. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub.

L. 103-182, 108-77, 108-78, 108-286, l08--302, 109-53, 109-[69, [09-283, 110-138, 112-41, and I 12-42).

(u) Alternate I (Mar 2012) of52.225-3.

(1i1) Alternate II (Mar 2012) of 52 225-3.

(Iv) Alternate 11T (Mar 2012) of 52.225-3 .

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

. 1L (42) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.0.'s, proclamations. and statutes admimstcrcd by the Office of Foreign Assets Control of the Department of the Treasury.

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

____ (44) 52.22~5. Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 1007) (42

U.S.C. 5150).

PAGE 7 OF 45 ED-FSA-13-0-0003

_ (45) 52.232-29. Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C 255(/), 10 U.S C. 2307(1)).

_ (46) 52.232-30, fnstallmeot Payments for Commercial [rems (OCT !995) (41 U.S.C. 255(t), to U.S.C.

2307(0).

___-:\.._ (47) 52.232-33, Payment by Elct:tronic Funds Transfer-Central Contractor Registration {OCT 2003) (31 us.c. 3332).

_ (48) 52.232-34, Payment by Electronic fonds Transfer--Othcr than Central Contractor Registration (MAY 1999) (3 l U.S.C. 3332).

_ (49) 52.2}2-36, Payment by Third Party (FEB 2010} (3 I U.S.C. 3332).

_x_ (50) 52.239-1, Privacy or Secunty Safeguards (AUG 1996) (5 U.S.C. 552a).

_ (51 )(i) 52.247-64, Preference for Privately Owned U.S .• flag Commercial Vessels (FEB 2006) (4-0 U.S.C.

Appx 124l(b) and lO USC. 263 I).

(i1) Alternate I (APR 2003) of 52.247-64.

(c) Th; Contractor shall comply with the FAR clauses in this paragraph (c), applicable lo commercial services, that the Contrncting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orJ.crs applicable to acquisitions of commercial ittms: (Contracting Officer check as appropriate.)

_x_(l) 52.222--41, Service Contract Act of 1965 "(NOV 2007)" (41 U.S.C. 351, ct seq.).

__K_(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41

U.S.C. 351, el seq.).

_(J) 52.222-4), Fair Labor Standards Act and Service Contract Act-Price Adjustment {Multiple Year and Option Contracts) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

_(4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price Adjustment (SEP 2009) (29

U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application oftbe Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements "(NOV 2007)'' (41 U.S.C. J5l, et seq.).

_(6) 52.222-53. Exemption from Application of the Service Contract Act to Contracts for Certain

Services-Requirements (FEB 2009) (41 U.S.C. 351, et seq. ).

_(7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. l l0-

247).

_(8) 52.237-11, Accepting and Dispensing of$! Coin (SEP 2008) (31 U.S.C. 5l 12(p)( I)).

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

(I) The Complroller General of the United States, or an authorized representative of !he Comptroller

General, ,hall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable limes the record~, materials, and other cvidcncc for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4. 7, Contractor Records Retention. of the other clauses of this contract. [f this contract is completely or partially terminated, the records relating to the work terminated shall be made available for J years after any resulting final termination settlement. RecQfdS relating to appeals under the disputes clause or to litigation or the scttlc:ment of claims arising under or relating to rhis contract shall be made available until such appeals, liligation, or claims are finally n!solvcd.

(3) As used in this clause, records include books, documents, accounting procedure.~ and prac1iccs. and other data, regardless of type and regardless of form. This docs not require the Contractor to create or maintain Jny record that rhc Contractor docs not maintain in the ordinary course of business or pursuant to a provision oflaw.

PAGE 8 OF 4S ED·FSA-13-O-0003

(c) (I) Notwithstanding the requirements of the clauses in paragraphs (a). (b). (c), and (d) of this clause, the Contractor is not required 10 flow down any FAR clause, other than those in this paragraph (c)( I) oithis paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down ~hall be a~ required by the clause--

(i) 52.20)-13, Conlrnct0r Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter ! (41 U.S.C 25 l note)).

(ii) 52.219-8, Utili1.ation of Small Business Concerns (DEC 2010) (15 U.S.C. 6J7(d)(2) and (J)), in all subcontracts that offer further subcontracting opportunities. lf the subcontrJct (except subcontracts to small business concerns} exceeds $650,000 (Sl.5 million for construction of any public facility), the subcontr,ictor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

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

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010} ()8 U.S.C. 4212).

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

(vii) 52.222-40, Notification of Employee Rights Under lhe National Labor Relations Act (DEC 2010)

(E.O. 13496). Flow down required in accordance with paragraph (t) off AR clause 52.222-40.

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

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

__ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7J04(g)).

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

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain

Services-Requirements (FEB 2009)(41 U.S.C. 351, et seq.).

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

(xiii) 52.226--6. Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L.

l I 0--247). flow down required in accordance with paragraph ( e) of FAR clause 52.226--6.

(xiv) 52.247-64. Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C.

Appx !24l(h) and IO U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247--64.

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

PAGE 9 OF 45 EO-FSA-13-0-0003

Ill. Addtndum to FAR 52.212-4 - Contracl Terms and Condiflon, - Commercial Item, 52.212...f Contract Terms And Conditlonr-Commcrcial Items (Mn 2009}---TAILORED

(c) (I) Changes. The Contracting Oftker may at any time, by written order, and without notice lo the sureties.

if any, make changes within the general scope of chis contract in any om: or more of the following:

( i) Description of services lo be performed.

(ii) Time ofperfonnance (i.e .. hours of the Jay, days of the week, etc.).

(iii)Place of performance of the services.

(2) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the connact price, the delivery schedule, or boch, and shall modify the: contract.

(3) The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of 1he wricten order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

(4) !fthe Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.

(5) Failure lo agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

ADDITIONAL CONTRACT TERMS AND CONDITIONS

A. TYPE OF CONTRACT

This servicing contract is for any potential ~rvices to manage all types of Title rv student aid obligations, including, but not limited to, servicing and consolidation of outstanding debt. However, this is not a Requirements contracts. The first order will be made for Perkins Servicing.

This is an Indefinite Delivery, fndetinite Quantity (IDIQ) Firm Fixed-Price contract. Specific tasks and/or work to be perfonncd shall be detailed in either individual Task Orders (TO) issm:d under this IDIQ contract or via modification to the IDIQ contract itself: The government's intent is to issue fi,ced priced Task Orders.

B. MINIMUM DOLLAR GUARANTEE AND MAXIMUM CONTRACT Ll~IIT A TlON

(a) Minimum -Contractor is guaranteed a total minimum of $1,000 in revenue for the Base Ordering Penod, which will be met by the issuance of the first Task Order, provided that the contractor is in compliance with the requirements for servicing Perkins borrowers. There are no minimum guarantees for the Optional Ordering Periods.

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

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

Funding will be cited on the individual TO.

C. PERIOD OF PERFORMANCE

The ordering period for the [O[Q contnct may last up to ten ( I 0) years, consist mg of a 5-ycar Base Ordering Period and a consecutive five (5) year Opl!onal Ordering Period.

PAGE 10 OF 45 ED-FSA-13-D-0003

Ttrm -----+----"-S-'--ta'""rt~D...::a:..cte-C..-.-_ Eod Date Base Orderin Period (5. ears) Fcbrua 14, 2013 _ _,__ __ F_c_brua_·_._!3, 2018 __ (htional Or<lcrin·-Pc;fud 5 cars) Fchma 14, 20(8 Februar IJ, 2023

D. TASK OROE:R PERFORMANCE PERIOD AND PRICING

Task Orders (TO} may be issued at any time during the Ordcnng Period. The pcrfonnance period will be specified in the TO. For purposes of TO that extend beyond the cxpirntion dare of the contract, the final contract year's pricing shall be used.

E. TASK ORDER (TO) PROCESS

Though this IDIQ is not a mandatory use contract for FSA or the Department of Education, it is anticipated !bat the Contractor's services shall be obtained on an as-needed basis (e.g .. through the issuance of Task Orders}.

The Contractor shall perform the required effort for these services. within the United States, throughout the tenn of this contract. Issued TOs will identify the services required; provide specific technical details (including the schedule for all deliverables and the identification of any applicable Government-Furnished Property (GFP), and/or Government-Furnished Infonnation (GFI).

F. BRANDING/i\-'lARKETING MATERIAL Contractors may not solicit or promote other services/products they, or their affiliates, offer while servicing Departmcut of Education borrowers, or Federally held debt. This includes all communication channels and touch points, such as but not limited to: inbound and outbound calls/email, web pages, any mailings specific to the status of their account, direct personal and automated inteflk:tion, etc.

Scenarios: (I) 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.

G. INVOICING AND :"ION-COMPLIANCE

Borrowers whose loans are not being serviced in compliance with the Requirements, Policy and Procedures for servicing federally h_.fd debt due to the fault of the servit:er (e.g. wrrect interest calculations, correct balances.

interest determination and calculations, notices sent propc1 ly, proper due diligence, ere.). will not be billable to the Government from the initial point of non-compliance. Any funds that have been invoiced for 1hesc borrowers and paid shall he returned to the Government via a credit on the next invoice or as identified by the Contracting Officer, H. 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effoet as if they were given in full text. Upon rcqu(!st, the Contracting Officer will rn.lkc their foll text available. Also, the full text of a clause may be accessed dectronically :it this address: hup:/:\vww.,icqncr.gov, l;1r/.

FAR

Clau_¼ Tu.!£ 52.203-J Gntuitic:;

PAGE 11 OF 45 ED-FSA-13-D-0003

52 203-5 Covenant Against Contingent Fees

52.204 4 Printed or Copied Double-Sided un Recycled Paper 52.204-9 !'ersonal Identity Verification ofConrracwr Pcr,;onnel 52 204-10 Reporting Executive Compensatiofl and First Tier Sul>contract Awanls 52 2 l 7-2 Cancellation Under Multi-Y ~ur Con<racts 52 217-8 Option to Extend Services 5 2 224-1 Pnvacy Act Nritificntion 52.224-2 Privacy Act 52.227-2 Notice and Assistance Regarding Patent and Copyright lnfringemen< 52.227-14 Rights in Data-General 52.2"7-l 7 Rights in Data.-SpcciJ( Works 52.227-t 9 Commercial Computer Software-Restrick-d Rights 52.227-23 Rights to Proposal Dara (Technical) 52.232-17 Interest 52.232-1& Availability of Funds 52.237-2 Prott.,-clion of Government Buildings, Equipment, and Vegetation 52.237-3 Continuity of Services 52.242-13 Bankruptcy 52.242-15 Stop-Work Order 52.244-2 Subcontracts 52.245-9 Use ond Chargi:s 52.247-34 F.O.B. D<:stination 52.253-1 Computer Generated Fonns

I. 52.216-18 Ordering (OCT 1995)

Apr 1984 Aug 2000 Sept 2007 Aug 2012 Ocr 1997 Nov 1999 Apr 1984 Apr 1984 Aug 1996 June 1987 June 1987 June 1987 June 1987 June 1996 Apr 1984 Apr 1984 Jan 1991 July 1995 Aug 1989 June 2007 June 2007 Nov 1991 Jan 1991

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

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

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

J. 52.216-19 Order Limitations (OCT 1')95)

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

(b) Maximum order. The Contractor is not obligated to honor- ( I) Any order for a single item in excess of five (5) million borrowers;

(2) Any order for a combination of items in excess of len ( !O) million borrowers; or

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

(c) If this is a requirements .:on tract (i.e., includes the Requirements clause at subsection 52.216-2 I of the

Fcdcral Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section. the Contractor shall honor any order exceeding the maximum order limitations in paragrnph (b), unless that order (or orders) is returned to the ordering office within One day after issuance, with wn!lcn notice staring rhe Contractor's intent not to ship the item (or

PAGE 12 OF 45 ED-FSA-13-O-0003

Attachment Pag e items) called for and the l'l?ll.!IOns . Upon receiving this notice , the Government may acquire the supplies or services from another SOllfCc.

K SZ.216-22 Judelinite Quantity (OCT 1995)

(a) Th is is a11 indctinite-qu:intiry contract for the supplies or services spccilietl, and effective for the:. period stated, in the Schedule, The quantities of supplies and services specified in the Schedule are estimates only and are not pur.,;hased by this contrJct,

(b) Delivery or perfonnancc shall be made unly as aurhori?.ed by orders issued in accordance with the Ordering clause. Th~ Contr.ictor shall furnish to the Government, when 3nd if ordered., the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "ma,dmum," The (iovcrnrncnt shall order at least the quantity of supplies or services designati:d in the Schedule as the ·•minimum ...

(c) Except for any limitations on quamitics in the Order limitations clause or in the Schedule, !here is no limit on the numbe< of orders th.ti may be issuL-d. Th.: Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the dlcctivc period of this ~-0ntract and not completed within that period shall be completed by Ille Cont111ctor within the time specified in the order. The contract shall govern rhe Contractor's and Government's rights and obl igntions widi respect to that order to the same extent as if the ordf!f' were comp leted during the contract's effective period; provided, that the Contractor shall not be rcquir~d to make any deliveries under this contrnct after _the end of the current period ofpcrformam:c

L. 52.217-!> Option, to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor wit.hin 2Q days before the contract e xpires, The preliminary notice does no1 commit the Government to an exrcnsion.

lb) If the Government exercises this option, the extended contr3ct shall be considered to include this option clause.

(c) The total duratioo of this contract, including the exercise of any options under this clause, shall oot exceed

July .'l l , 1024.

M. EOAR J452.201-70 Contncling Officer's Repre~ntative (COR) (MAR 20tl)

(a) The Contracting Officer's Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities tb3t are ,;pecified in rhe contr3CI. These responsibilities include inspecring all deliverables, including reports, and recommending acceptance or reje<:tion to the contracting officer.

(b) The COR is not authorized to make any commitments or otherwise obligate the Govcmmenr or au rhorize any changes that affect the contract price, terms, or conditions. Any contractor requesu for changes shall be submiu.:d in writ ing directly to the contrncting officer or through the COR. No such changes shall oe made without the written 1ulhorization of the con tmcting offrcer.

(c) The COR 's name :ind cootacr information:

U.S. Dep:irtment of Education Federal Student Aid Contr:1c1ing Officer Representative 830 f irs t Street, NE - Union Center f>b1,a Room 116 1 EJ iiiili1111°2°2

PAGE 13 OF 45 ED·FSA,13-O-0003

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

N. EDAR 3452.202-1 Definiiions-Department of Education (MAR 20lt) (.1) The definitions at FAR 2.101 are ;1ppendcd with those contained in Education Department Acquisition

Regulations (EDAR) 3402.10 I.

(b) The EOAR is available via lhe !nrcmcl .it http://www.cd.,:ov/policy/ti1o<l/rcg/dibrarykdar html.

0. EDAR 3452.208--72 Paperwork Reduction Act (MAR 2011)

(a) The Paperwork Reduction Act of 1995 applies to contractors that collect infonnation for use or disclosure by the Federal government. If the contractor will collect information requiring answers to identical questions from JO or more people, no plan, questionnaire, interview guide. or other similar device for collecting iaformation may be used without first obtaining ckarance from the Chief Acquisition Officer (CAO) or the CAO's dcsignec within the Department of Education (ED) and the Office of Management and Budget (0MB). Contractors and Contracting Officers' Representatives shall be guided by the provisions of 5 CFR Part ! 320, Controlling Paperwork Burdens on the Public, and should seek the :id vice of the Department's Paperwork Clearance Officer to determine the procedures for acquiring CAO and 0MB clearance.

(b) The contractor shall obtain rhe rt'quired clearances through the Contracting Officer's Representative before expending any funds or making public contacts for the collection of information described in paragraph (a} of this clause. The authority to expend funds and proceed with the collection shall be in writing by the contracting officer. The contractor must plan at least 120 days for CAO and 0MB clearance. Excessive delay caused by the Government that arises out of causes beyond the control and without the fault or negligence oflhe contractor will be considered in accordance with the Excusable Delays or Default clause of this contract.

P. EDAR 3452.209--71 Cont11ct of lnterest (MAR 201])

(a) The contractor, subcontractor, employee or consultant, has certified that, to th~ best of their knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational or per.;onal conflict of interest, (see FAR Subpart 9.5 for organizational cont1icts of interest), (or apparent conflict of interest) for the organization or any of its staff, and that the contractor, subcontractor, employee or consultant has disclosed all such relevant infomiation if such a conflict of interest appears to exist to a reasonable person with knowledge of the relevant facts (or if such a person would question the impartiality of the contractor, subconrractor, employee or consultant). Conflicts may arise in the following situations:

(I) Unequal access to infonnation - a potential contractor, subcontractor, employee or consultant has access to non-public infonnation through its performance on a government contract.

(2) Biased ground rules - a potential contractor, subcontractor, employee or consultant has worked, in one government contract, or program, on the basic structure or ground rules of another government contract,

(3) Impaired objectivity - a potential contractor, subcontractor, employee or consultant, or member of their immediate family (spouse, parent or child) has financial or other interests that would impair, or give the appearance of impairing, impartial judgment in the evaluation of government programs, in offcnng advice or m:ommendations to the government, or in providmg technical assistance or other services to recipients of Federal funds as part of its contractual responsibility.

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

Financial intere~ts or reasonably foreseeable financial interest~ in or in connection with products, property, or services that may be purchased by an cduca11unal agency, a person, organizati,10, or institution in the course of implementing any program administered by the Department;

PAGE 14 OF 45 EO-FSA-13-D-0003

Significant connections It} teaching methodologies that might require or encourage the use of specific products, property or services; or Significant identification with pedagogical or philosophical viewpoints that might require or encourage the use of a specific cuniculum, specific products, property or services.

Contractors must provide the disclosure descnbed above on any actual or potential conll,ct (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 objecllvity.

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. fn this clause, the term "potential conflict" means reasonably foreseeable conflict of interest.

(b) The contractor, subcontractor, employee or consultant agrees that if "impaired objectivity" or an actual or potential conflict of interest ( or apparent conflict of interest) is discovered after the award is made, it will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions that the Contractor has taken or proposes to lake, after consultation with the Contracting Otlicer, to avoid, mitigate, or neutralize the actual or potential conflict (or apparent contlict of interest).

(c) Remedies - The Government may terminate this contract for convenience, ia whole or in part, if it deems such tcnnination necessary to avoid the appearance of a conflict of interest. ff the Contractor was aware of a potential conflict of interest prior to award or discovered an actual or potential conflict ( or apparent conflict of interest) after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, or pursue such other remedies as may be permitted by law or this contract. These remedies include imprisonment for up lo five years for violation of Title 18, U.S. Code. §1001 and fines ofup to $5000 for violation of Title 31, U.S. Code, §3802. Funher remedies include suspension or debarment from contracting with the federal government. The Contractor may also be required to reimburse the Department for costs the Department incurs ansing from activities related to conllicts of interest. An example, such co.sts would be those incurred in processing Freedom of information Act requests as related to a con!lict of interest.

( d) In cases where remedies short of termination have been applied, the contractor, subcontractor, employee or consultant agrees to eliminate the organizational conflict of interest, or mitigate it to the satisfaction of the Contracting Officer.

( e) The Contractor further agrees to insert in any subcontract or consultant agreement hereunder, provisions which shall conform substantially to the language of this clause, including specific mention of potential remedies and this paragraph (e).

Q. EDAR 3452.215-70 Release of Restricted Data (MAR 2011) (a} Offcrors are hereby put on notice that regardless of their use of the legend set forth in FAR 52.215-f(e).

Restriction on Disclosure and LJ5c of Data, the Government may be required to release cer1ain data contained in the proposal in response to a request for the data under the Freedom of fn formation Act (FOIA). The Government's determination to withhotd or disclose a record will be based upon the particular .:ircumstance involving the da1a in question and whether the data may be exempted from disclosure under FOIA. In accordance with Executive Order 12600 and to the extent permitted by law, the Government will notify the offcror before it releases restricted data.

(b) By submitting a proposal or quotation in response to thi.~ solicitation:

(I) The ofl:eror acknowledges that the Department may not be able to withhold or deny access to data rcqucsrc<l pursuant to FOIA l!ld that the Government's FO!A officiuls ~hall make that dctennination;

PAGE 15 OF 45 ED-FSA-13-O--0003

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

(3) The offcror acknowledges that proposals not resulting in a contract remain subject to FQJ,\; and ('f) The offeror agrees that the Government is not liahl<! for disclosure or use of unmarked da1a and may use or disclose the data for any purpose, including the relca~e of lhe information pursuant to requests under FOlA.

(c) Oitervrs arc caulioned 1ha1 the Government reserves the right lo reject 3ny proposal submitted with:

(I) A restrictive legend or statement differing in substance from the one required by the solicitation provision in FAR 52.215-l(c), Restriction on Disclosure and Use of Dara, or

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

R. EDAR 3452.224-70 Release of Information Under the Freedom or Information Act (MAR 201 I) By entering into a contract with the Department of Education, the contractor, without regard to proprietary markmgs, approves the release of the entire contract and all related modifications and task orders including, but not limited to:

(I) Unit prices, including labor rates;

(2) Statements of Work/Performance Work Statements generated by the contractor;

(3) Performance requirements, including incentives, performance standards, quality levels, and service level agreements;

(4) Reports, deliverables, and work products delivered in performance of the contract (including quality of service, performance against requirements/standards/service level agreemenl,);

(5) Any and all information, data, software, and related documentation first provided under the conrract;

( 6) Proposals or portions of proposals incorporated by reference; and

(7) Other terms and conditions.

S. EDAR 3452.227-71 Advertising of Awards (MAR 20ll) The contractor agrees not to refer to a.wards issued by. or products or services delivered to, the Department of Education in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed by the Federal government or is considered by the Federal government to be superior to other products or services.

T. !WAR 3452.227-72 Use and Non-Disclosure Agreement (.\1AR 2011)

(a) Except as provided in paragraph (b) of this clause. proprietary data, technical data, or computer software delivered lo the Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties unless the intended recipient completes and signs the use and non-disclosure agreement in paragraph (c) of this clause prior to release or disclosure of the data.

(l) The specific conditions under which an intended recipient will be authorized to use, modify. reproduce, release. perform, display, or disclose proprietary data or technical data subject to limited rights. or computer software subject to restricted rights must be stipulated in an attachment to the use and non disclosun: agreement.

(2) For an intended release, disclosure, or auth,}rizcd use of proprietary data, technical data, or computer so fl ware subject to special license rights, modify paragraph (c)( I)( iv) of this clause to cnterthe conditions, consistent with the license requirement,. governing the recipient's obligations regarding use, modificarion, reproduction, ref ease, performance, display, or disclosure of the data or soliwan;.

(h) The requirement for use and nondisclosure agreements docs not apply to Government contractors that require access to a third pJrty's data ur software for the performance of a Government contract that contains

PAGE 16 OF 45 ED,FSA-13-O-0003

rhc 3452.227-73 clause. Limitations on the use or di~closure ofGt>vemmcnt fumi ~hcd information marked with rcslrictivc legends.

(c) The prescribed use and non-disclosure agr<Jemcnl ,s:

se and Non-Disclosure Agreement The undersignc _____ [Insert Name]. an authorized representative l)(the f:ducati,inal Computer. ystems. Inc., (which is hereinafter referred to as lhe •·rccipicnl ' ') requests the Government to provide the r~-cipienl with proprietary datJ1, technical data. or computer software (hcreinaller referred to as "data") in which 1he Government's use, modificalion, rcproduc1ion. release, pcrfunnance, display. or disclosure rights arc restricted. Those data arc identified in an auachmcnt to this agreement. In consideration for receiving such data, the recipient agrees to use the c.lata mictly in accordl11ce with this agreement.

( I) The recipient shall-

(i) Use, modify. reproduce, release.