SOLICITATION, OFFER AND AWARD Form 1 of 2 OMB SOLICITATION CLEARANCE NO. 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) Rating: _______________________________________________________________________________ 2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION RFP-98-002 X _______________________________________________________________________________ 5. DATE ISSUED 6. REQUISITION/PURCHASE NO. 11/18/97 SB980010 _______________________________________________________________________________ 7. ISSUED BY (Hand-carried Address) 8. ADDRESS OFFER TO (If other than Item 7) U.S. Department of Education Support Services Group GSA Building, Rm 3616, MS 4447 (Same as Item 7) Seventh & D Streets, S.W. ATTN: Pamela J. Kontz Washington, D.C. 20202 _______________________________________________________________________________ NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder". _______________________________________________________________________________ SOLICITATION 9. Sealed offers in original and 7 copies of the technical proposal, and original and 4 copies of the business proposal for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 2:00 p.m. local time on 12/18/97. CAUTION - LATE submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-10. All offers are subject to all terms and conditions contained in this solicitation. _______________________________________________________________________________ 10. FOR INFORMATION CALL: A. NAME: Pamela J. Kontz B. TELEPHONE NO. (Include area code) : 202/708-8389 (NO COLLECT CALLS) _______________________________________________________________________________ 11. TABLE OF CONTENTS (X) PART/SECTION DESCRIPTION PART I - THE SCHEDULE (X) A SOLICITATION/CONTRACT FORM (X) B SUPPLIES OR SERVICES AND PRICE/COSTS (X) C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT (X) D PACKAGING AND MARKING (X) E INSPECTION AND ACCEPTANCE (X) F DELIVERIES OR PERFORMANCE (X) G CONTRACT ADMINISTRATION DATA (X) H SPECIAL CONTRACT REQUIREMENTS PART II - CONTRACT CLAUSES (X) I CONTRACT CLAUSES PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS (X) J LIST OF ATTACHMENTS PART IV - REPRESENTATIONS AND INSTRUCTIONS (X) K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS (X) L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS M EVALUATION FACTORS FOR AWARD _____________________________________________________________________________ EXCEPTION TO STANDARD FORM 33 APPROVED BY GSA/IRMS 5-87 RFP-98-002 SOLICITATION, OFFER AND AWARD Form 2 of 2 OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period. _______________________________________________________________________________ 12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______ calendar days ( 60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule. _______________________________________________________________________________ 13. DISCOUNT FOR PROMPT PAYMENT (See Section I, Clause No. 52.232-8) 10 Calendar days 20 Calendar days 30 Calendar days __ Calendar days ______% ______% ______% ______% _______________________________________________________________________________ 14. ACKNOWLEDGMENT OF AMENDMENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offers and related documents numbered and dated: AMENDMENT NO. DATE AMENDMENT NO. DATE _______________________________________________________________________________ 15A. NAME AND ADDRESS OF OFFEROR 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or Print) 15B. TELEPHONE NO. (Include Area Code) ______________________ 15C. [ ] CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM ABOVE. ENTER SUCH ADDRESS IN SCHEDULE. _______________________________________________________________________________ 17. SIGNATURE: 18. OFFER DATE: _______________________________________________________________________________ AWARD (To be completed by the Government) 19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION _______________________________________________________________________________ 22. AUTHORITY FOR USING OTHER THAN [ ] 10 U.S.C. 2304(C)( ) FULL AND OPEN COMPETITION: [ ] 41 U.S.C. 253(C)( ) _______________________________________________________________________________ 23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM ___________ (4 copies unless otherwise specified) _______________________________________________________________________________ 24. ADMINISTERED BY (If other than Item 7) 25.PAYMENT WILL BE MADE BY _______________________________________________________________________________ 26. NAME OF CONTRACTING OFFICER 27. UNITED STATES OF AMERICA 28.AWARD DATE (Type or Print) (Signature of Contracting Officer) _______________________________________________________________________________ IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice. _______________________________________________________________________________ EXCEPTION TO STANDARD FORM 33 "APPROVED BY GSA/IRMS 5-87 RFP-98-002 TABLE OF CONTENTS PAGE SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS. . . . . . . . . . . . 1 B.1 ESTIMATED COST AND FIXED FEE. . . . . . . . . . . . . . . . . . 1 (ED 301-3) (APRIL 1984) B.2 AVAILABILITY OF FUNDS (APR 1984). . . . . . . . . . . . . . . . 1 B.3 INCENTIVE FEE (APR 1984). . . . . . . . . . . . . . . . . . . . 1 SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT. . . . . . . . . . 4 C.1 SCOPE OF WORK. . . . . . . . . . . . . . . . . . . . . . . . . 4 (ED 302-2) (FEBRUARY 1985) SECTION D - PACKAGING AND MARKING. . . . . . . . . . . . . . . . . . . . 5 D.1 SHIPMENT AND MARKING. . . . . . . . . . . . . . . . . . . . . . 5 (ED 303-1) (MAR 1986) D.2 PACKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (ED 303-4) (MAR 1986) D.3 F.O.B. DESTINATION. . . . . . . . . . . . . . . . . . . . . . . 5 (ED 303-2) (MAR 1986) SECTION E - INSPECTION AND ACCEPTANCE. . . . . . . . . . . . . . . . . . 6 E.1 INSPECTION AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . 6 (ED 304-1) (FEB 1985) SECTION F - DELIVERIES OR PERFORMANCE. . . . . . . . . . . . . . . . . . 7 F.1 PERIOD OF PERFORMANCE . . . . . . . . . . . . . . . . . . . . . 7 (ED 305-5) (MARCH 1986) F.2 DELIVERABLES. . . . . . . . . . . . . . . . . . . . . . . . . . 7 (ED 305-6) (MARCH 1986) F.3 REPORT OF CONSULTANTS . . . . . . . . . . . . . . . . . . . . . 7 (ED 305-2) (MAR 1986) SECTION G - CONTRACT ADMINISTRATION DATA . . . . . . . . . . . . . . . . 8 G.1 CONTRACT ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . 8 (ED 306-8) (FEB 1985) G.2 ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY. . . 8 (ED 306-2) (JAN 1989) G.3 INVOICE AND CONTRACT FINANCING REQUEST SUBMISSION . . . . . . . 8 (ED 306-1) (MAR 1988) G.4 PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES . . . . . . . . 9 (ED 306-9) (OCT 1993) G.5 GOVERNMENT-FURNISHED DATA . . . . . . . . . . . . . . . . . . . 9 (ED 306-10) (APR 1984) SECTION H - SPECIAL CONTRACT REQUIREMENTS. . . . . . . . . . . . . . . . 11 H.1 PAYMENT OF PRINTING TO BE PERFORMED BY THE. . . . . . . . . . . 11 GOVERNMENT PRINTING OFFICE (ED 307-8) (APR 1992) H.2 COST ACCOUNTING STANDARDS APPLICATION . . . . . . . . . . . . . 11 (ED 307-11) (JUNE 1992) H.3 COST ACCOUNTING STANDARDS. . . . . . . . . . . . . . . . . . . 11 (FAR 52.230-2) (APR 1996) H.4 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES . . . . 13 (FAR 52.230-3) (APR 1996) H.5 ADMINISTRATION OF COST ACCOUNTING STANDARDS . . . . . . . . . . 15 TABLE OF CONTENTS PAGE (FAR 52.230-6) (APR 1996) H.6 ORDER OF PRECEDENCE (SOLICITATION). . . . . . . . . . . . . . . 17 (ED 307-1) (NOVEMBER 1986) H.7 DUAL COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . 18 (ED 307-3) (MAR 1985) H.8 PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES. . . . . . 18 (ED 307-5) (MAR 1985) H.9 PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS . . . . . . . 18 WITH DISABILITIES (ED 301-20) (FEB 1995) H.10 REQUIRED SUBMISSION OF INFORMATION FOR. . . . . . . . . . . . . 18 PAYMENT BY ELECTRONIC FUNDS TRANSFER PAYMENT, ED (307-30) (SEP 1997) H.11 MANDATORY INFORMATION FOR . . . . . . . . . . . . . . . . . . . 19 ELECTRONIC FUNDS TRANSFER PAYMENT (FAR 52.232-33) (AUG 1996) H.12 ACCESSIBILITY OF SOFTWARE . . . . . . . . . . . . . . . . . . . 22 ED 316-1 (APR 1997) H.13 PUBLICATION AND AUDIO-VISUAL PRODUCTION . . . . . . . . . . . . 24 (ED 307-7) (MAY 1997) H.14 ORGANIZATIONAL CONFLICTS OF INTEREST. . . . . . . . . . . . . . 25 (ED 307-17) (APR 1984) H.15 CONTINUITY OF SERVICES. . . . . . . . . . . . . . . . . . . . . 25 (FAR 52.237-3) (JANUARY 1991) H.16 OPTION TO EXTEND THE TERM OF THE CONTRACT . . . . . . . . . . . 26 (FAR 52.217-9) (MARCH 1989) PART II - CONTRACT CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 28 SECTION I - CONTRACT CLAUSES I.1 CLAUSES INCORPORATED BY REFERENCE-ALTERNATE I . . . . . . . . . 28 (FAR 52.252-2) (JUN 1988) I.2 CLAUSES FOR A COST-PLUS-FIXED-FEE CONTRACT. . . . . . . . . . . 28 (MATRIX-A) (FEB 1997) I.2.1 FEDERAL ACQUISITION REGULATION. . . . . . . . . . . . . . . . 28 (48 CFR CHAPTER 1) CLAUSES I.2.2 DEPARTMENT OF EDUCATION ACQUISTION REGULATION (EDAR) . . . . 33 (48 CFR CHAPTER 34) CLAUSES I.3 CLAUSES FOR A COST REIMBURSEMENT CONTRACT . . . . . . . . . . . 33 WITH NONPROFIT, BUT OTHER THAN EDUCATIONAL, INSTITUTION (MATRIX-B) (FEB 1997) I.3.1 FEDERAL ACQUISITION REGULATION . . . . . . . . . . . . . . . 33 (48 CFR CHAPTER 1) CLAUSES I.3.2 DEPARTMENT OF EDUCATIONAL ACQUISITION REGULATION (EDAR). . . 38 (48 CFR CHAPTER 34) CLAUSES I.4 CLAUSES FOR A COST-REIMBURSEMENT CONTRACT . . . . . . . . . . . 38 WITH AN EDUCATIONAL INSTITUTION (MATRIX-E) (FEB 1997) I.4.1 FEDERAL ACQUISITION REGULATION . . . . . . . . . . . . . . . 38 (48 CFR CHAPTER 1) CLAUSES I.4.2 DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR). . . . 44 (48 CFR CHAPTER 34) CLAUSES PART III - LIST OF DOCUMENTS, EXHIBITS . . . . . . . . . . . . . . . . . 45 AND OTHER ATTACHMENTS TABLE OF CONTENTS PAGE SECTION J -- LIST OF ATTACHMENTS J.1 LIST OF ATTACHMENTS. . . . . . . . . . . . . . . . . . . . . . . 45 (ED 309-1) (MARCH 1985) PART IV, SECTION K . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF THE OFFEROR K.1 REPRESENTATION AUTHORITY. . . . . . . . . . . . . . . . . . . . 46 (ED 310-1) (MARCH 1985) K.2 WOMEN-OWNED BUSINESS. . . . . . . . . . . . . . . . . . . . . . 46 (FAR 52.204-5) (DEC 1996) K.3 PLACE OF PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . 47 (FAR 52.215-20) (APRIL 1984) K.4 CERTIFICATION OF NONSEGREGATED FACILITIES . . . . . . . . . . . 47 (FAR 52.222-21) (APRIL 1984) K.5 DRUG-FREE WORKPLACE . . . . . . . . . . . . . . . . . . . . . . 48 (FAR 52.223-6) (JAN 1997) K.6 CERTIFICATE OF CURRENT COST OR PRICING DATA . . . . . . . . . . 50 (ED 310-5) (MARCH 1985) K.7 DUPLICATION OF COST . . . . . . . . . . . . . . . . . . . . . . 51 (ED 310-6) (MARCH 1985) K.8 EMPLOYER'S IDENTIFICATION NUMBER. . . . . . . . . . . . . . . . 51 (ED 310-7) (MARCH 1985) K.9 CONTRACTOR IDENTIFICATION NUMBER - DATA . . . . . . . . . . . . 51 UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (FAR 52.204-6) (DEC 1996) K.10 TYPE OF BUSINESS ORGANIZATION . . . . . . . . . . . . . . . . . 52 (FAR 52.215-6) (JULY 1987) K.11 AUTHORIZED NEGOTIATORS. . . . . . . . . . . . . . . . . . . . . 52 (FAR 52.215-11) (APRIL 1984) K.12 APPROVAL OF ACCOUNTING SYSTEM . . . . . . . . . . . . . . . . . 52 (ED 310-9) (MARCH 1985) K.13 CERTIFICATION FOR INTENDED COMPLIANCE WITH. . . . . . . . . . . 53 "LIMITATION OF COST" CLAUSE (ED 310-15) (APRIL 1984) K.14 GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION. . . . . . . . 53 (ED 310-10) (APRIL 1984) K.15 SMALL BUSINESS PROGRAM REPRESENTATIONS. . . . . . . . . . . . . 56 (FAR 52.219-1) (JAN 1997) K.16 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS . . . . . . . . . . . 58 (FAR 52.222-22) (APRIL 1984) K.17 AFFIRMATIVE ACTION COMPLIANCE . . . . . . . . . . . . . . . . . 58 (FAR 52.222-25) (APRIL 1984) K.18 CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING . . . . . . . 58 (FAR 52.223-13) (OCT 1996) K.19 POST EMPLOYMENT CONFLICT OF INTEREST. . . . . . . . . . . . . . 59 (ED 310-16) (MARCH 1985) K.20 CERTIFICATION REGARDING DEBARMENT, SUSPENSION,. . . . . . . . . 59 PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS. (FAR 52.209-5) (MAY 1989) K.21 TAXPAYER IDENTIFICATION . . . . . . . . . . . . . . . . . . . . 61 (FAR 52.204-3) (SEPTEMBER 1989) K.22 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS . . . . . . . . 62 TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (FAR 52.203-11) (APRIL 1991) TABLE OF CONTENTS PAGE K.23 ORGANIZATIONAL CONFLICTS OF INTEREST. . . . . . . . . . . . . . 63 CERTIFICATE -- MARKETING CONSULTANTS (FAR 52.209-7) (OCTOBER 1995) K.24 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR . . . . . . 64 ILLEGAL OR IMPROPER ACTIVITY (FAR 52.203-8) (JAN 1997) K.25 ORGANIZATIONAL CONFLICT OF INTEREST . . . . . . . . . . . . . . 65 (EDAR 3452.209-70) (AUG 1987) K.26 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED. . . . . . 65 COMPUTER SOFTWARE (FAR 52.227-15) (JUNE 1987) K.27 CLEAN AIR AND WATER CERTIFICATION . . . . . . . . . . . . . . . 67 (FAR 52.223-1) (APRIL 1984) K.28 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION. . . . . . 67 (52.230-1) (APR 1996) SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES. . . . . . . . . . . . 72 TO OFFERORS L.1 TYPE OF CONTRACT. . . . . . . . . . . . . . . . . . . . . . . . 72 (ED 311-1) (MARCH 1986) L.2 GENERAL INSTRUCTIONS. . . . . . . . . . . . . . . . . . . . . . 72 (ED 311-2) (FEB 1996) L.3 TECHNICAL PROPOSAL INSTRUCTIONS . . . . . . . . . . . . . . . . 73 (ED 311-3) (MARCH 1986) L.4 PAST PERFORMANCE REPORT . . . . . . . . . . . . . . . . . . . . 76 (ED 314-1) (MAR 1996) L.5 BUSINESS PROPOSAL INSTRUCTIONS. . . . . . . . . . . . . . . . . 78 (ED 311-4A) (JUL 1996) L.6 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION. . . . . . 80 OTHER THAN COST OR PRICING DATA (FAR 52.215-41, ALTERNATE IV) (OCT 1995) L.7 SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS . . . 81 SUBCONTRACTING PLAN (FAR 52.219-9) (OCT 1995) L.8 CONDITION ON TRANSMISSION OF PROPOSALS. . . . . . . . . . . . . 85 (ED 311-18) (AUGUST 1988) L.9 UNNECESSARILY ELABORATE PROPOSALS OR QUOTATIONS . . . . . . . . 86 (FAR 52.215-7) (APRIL 1984) L.10 ACKNOWLEDGEMENT OF AMENDMENTS TO SOLICITATIONS. . . . . . . . . 86 (FAR 52.215-8) (NOVEMBER 1988) L.11 SUBMISSION OF OFFERS. . . . . . . . . . . . . . . . . . . . . . 86 (FAR 52.215-9) (MAR 1997) L.12 RELEASE OF RESTRICTED DATA. . . . . . . . . . . . . . . . . . . 87 (EDAR 3452.215-70) (AUG 1987) L.13 RESTRICTION ON DISCLOSURE AND USE OF DATA . . . . . . . . . . . 88 (FAR 52.215-12) (APRIL 1984) L.14 PREPARATION OF OFFERS . . . . . . . . . . . . . . . . . . . . . 88 (FAR 52.215-13) (APRIL 1984) L.15 SUBMISSION OF OFFERS IN U.S. CURRENCY . . . . . . . . . . . . . 89 (FAR 52.214-35) (APRIL 1991) L.16 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW. . . . . . 89 (FAR 52.222-24) (APRIL 1984) L.17 EXPLANATION TO PROSPECTIVE OFFERORS . . . . . . . . . . . . . . 89 (FAR 52.215-14) (APRIL 1984) TABLE OF CONTENTS PAGE L.18 LATE SUBMISSIONS, MODIFICATIONS, AND. . . . . . . . . . . . . . 89 WITHDRAWALS OF PROPOSALS (FAR 52.215-10) (MAY 1997) L.19 FAILURE TO SUBMIT OFFER . . . . . . . . . . . . . . . . . . . . 91 (FAR 52.215-15) (MAY 1997) L.20 CONTRACT AWARD. . . . . . . . . . . . . . . . . . . . . . . . . 91 (FAR 52.215-16) (OCT 1995) L.21 PROVISION FOR EVALUATION FACTOR AMENDMENTS. . . . . . . . . . . 93 (ED 311-7) (MARCH 1986) L.22 FORMS CLEARANCE PROCESS . . . . . . . . . . . . . . . . . . . . 93 (ED 311-5) (MARCH 1986) L.23 SERVICE OF PROTESTS . . . . . . . . . . . . . . . . . . . . . . 93 (FAR 52.233-2) (AUG 1996) L.24 FACILITIES CAPITAL COST OF MONEY. . . . . . . . . . . . . . . . 93 (FAR 52.215-30) (SEPT 1987) L.25 ADDITIONAL BUSINESS PROPOSAL INSTRUCTIONS . . . . . . . . . . . 94 SECTION M - EVALUATION FACTORS FOR AWARD . . . . . . . . . . . . . . . . 95 M.1 EVALUATION FACTORS FOR AWARD (ALTERNATE I). . . . . . . . . . . 95 (ED 312-2) (FEB 1996) M.2 EVALUATION OF OPTIONS . . . . . . . . . . . . . . . . . . . . . 98 (FAR 52.217-5) (JULY 1990) RFP-98-002 SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS B.1 ESTIMATED COST AND FIXED FEE (ED 301-3) (APRIL 1984) The estimated cost of this contract is $______. The fixed fee (if any) is $______. The total estimated cost and fixed fee is $______. B.2 AVAILABILITY OF FUNDS (APR 1984) (FAR 52.232-18) Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer. B.3 INCENTIVE FEE (APR 1984) (FAR 52.216-10) (a) General. The Government shall pay the Contractor for performing this contract a fee determined as provided in this contract. (b) Target Cost and Target Fee. The target cost and target fee specified in the Schedule are subject to adjustment if the contract is modified in accordance with paragraph (d) below. (1) Target Cost, as used in this contract, means the estimated cost of this contract as initially negotiated, adjusted in accordance with paragraph (d) below. (2) Target Fee, as used in this contract, means the fee initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost initially negotiated, adjusted in accordance with paragraph (d) below. (c) Withholding of payment. Normally, the Government shall pay the fee to the Contractor as specified in the Schedule. However, when the Contracting Officer considers that performance or cost indicates that the contractor will not achieve target, the Government shall pay on the basis of an appropriate lesser fee. When the contractor demonstrates that performance or cost clearly indicates that the Contractor will earn a fee significantly above the target fee, the Government may, at the sole discretion of the Contracting Officer, pay on the basis of an appropriate higher fee. After payment of 85 percent of the applicable fee, the Contracting Officer may withhold further payment of fee until a reserve is set aside in an account that the Contracting Officer considers necessary to protect the Government's interest. This reserve shall not exceed 15 percent of the applicable fee or $100,000, whichever is less. Page 1 of 98 RFP-98-002 (d) Equitable Adjustments. When the work under this contract is increased or decreased by a modification to this contract or when any equitable adjustment in the target cost is authorized under any other clause, equitable adjustments in the target cost, target fee, minimum fee, and maximum fee, as appropriate, shall be stated in a supplemental agreement to this contract. (e) Fee Payable. (1) The fee payable under this contract shall be the target fee increased by ____________cents for every dollar that the total allowable cost is less than the target cost or decreased by _______________ for every dollar that the total allowable cost exceeds the target cost. In no event shall the fee be greater than ___________ or less than ____________ percent of the target cost. (2) The fee shall be subject to adjustment, to the extent provided in paragraph (d) above, and within the minimum and maximum fee limitations in subparagraph (1) above, when the total allowable cost is increased or decreased as a consequence of (I) payments made under assignments or (ii) claims excepted from the release as required by paragraph (h)(2) of the Allowable Cost and Payment clause. (3) If this contract is terminated in its entirety, the portion of the target fee payable shall not be subject to an increase or decrease as provided in this paragraph. The termination shall be accomplished in accordance with other applicable clauses of this contract. (4) For the purpose of fee adjustment, total allowable cost shall not include allowable costs arising out of- (i) Any of the causes covered by the Excusable Delays clause to the extent that they are beyond the control and without the fault or negligence of the Contractor or any subcontractor; (ii) The taking effect, after negotiation of the target cost, of a statute, court decision, written ruling, or regulation that results in the Contractor's being required to pay or bear the burden of any tax or duty or rate increase in a tax or duty; (iii) Any direct cost attributed to the Contractor's involvement in litigation as required by the Contracting Officer pursuant to a clause of this contract, including furnishing evidence and information requested pursuant to the Notice and Assistance Regarding Patent and Copyright Infringement clause; (iv) The purchase and maintenance of additional insurance not in the target cost and required by the Contracting Officer, or claims for reimbursement for liabilities to third persons pursuant to the Insurance-Liability to Third Persons clause; (v) Any claim, loss, or damage resulting from a risk for which the Contractor has been relieved of liability by the Government Property clause; or (vi) Any claim, loss, or damage resulting from a risk defined in the contract as unusually hazardous or as a nuclear risk and against which the Government has expressly agreed to indemnify the Contractor. (5) All other allowable costs are included in total allowable cost for fee adjustment in accordance with this paragraph (e), unless otherwise specifically provided in this contract. (f) contact modification. The total allowable cost and the adjusted fee determined as provided in this clause shall be Page 2 of 98 RFP-98-002 evidenced by a modification to this contract signed by the Contractor and Contracting Officer. (g) Inconsistencies. In the event of any language inconsistencies between this clause and provisioning documents or Government options under this contract, compensations for spare parts or other supplies and services ordered under such documents shall be determined in accordance with this clause. Page 3 of 98 RFP-98-002 SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT C.1 SCOPE OF WORK (ED 302-2) (FEBRUARY 1985) The contractor shall furnish all personnel, materials, services, and facilities necessary to perform the requirements set forth in the Statement of Work, Attachment A hereto. This shall also be done in accordance with the specified General and Special Provisions and the contractor's final technical proposal, as shall be incorporated by reference as a part of the contract. Page 4 of 98 RFP-98-002 SECTION D - PACKAGING AND MARKING D.1 SHIPMENT AND MARKING (ED 303-1) (MAR 1986) (a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract. (b) Ship deliverable items to: U.S. Department of Education 1250 Maryland Ave, SW Room 4508G Portals Building Washington, DC 20202 ATTN: Beth Baggett (c) Mark deliverables for: ______ D.2 PACKING (ED 303-4) (MAR 1986) Preservation, packing and packaging of items for shipment shall be in accordance with commercial practice and adequate for acceptance by common carrier for safe transportation at the most economical rates. D.3 F.O.B. DESTINATION (ED 303-2) (MAR 1986) All deliverables shall be shipped on an F.O.B. Destination basis. The point for that shall be the delivery point otherwise specified under this section. Page 5 of 98 RFP-98-002 SECTION E - INSPECTION AND ACCEPTANCE E.1 INSPECTION AND ACCEPTANCE (ED 304-1) (FEB 1985) Pursuant to the inspection clause in Part II, Section I, final inspection and acceptance of all contracted items shall be made by the Contracting Officer. Inspection and acceptance will be performed at: U.S. Department of Education Seventh and D Streets, SW Room 3636 GSA-NCR Building Washington, DC 20202-4444 ATTN: Pamela J. Kontz Page 6 of 98 RFP-98-002 SECTION F - DELIVERIES OR PERFORMANCE F.1 PERIOD OF PERFORMANCE (ED 305-5) (MARCH 1986) Performance hereunder shall be completed within 12 months of the date of contract award, inclusive of all specified deliveries and/or task work. F.2 DELIVERABLES (ED 305-6) (MARCH 1986) All deliverables shall be submitted to the designated Department of Education Contracting Officer. This shall be done according to the kinds, quantities and dates indicated in the attached Statement of Work. F.3 REPORT OF CONSULTANTS (ED 305-2) (MAR 1986) The contractor must maintain a written report for the files on the results of all consultations charged to this contract. This report must include, as a minimum: (1) the consultant's name, dates, hours and amount charged to the contract, (2) the names of the contractor or subcontractor staff to whom the services are provided, and (3) the results of the subject matter of the consultations. Page 7 of 98 RFP-98-002 SECTION G - CONTRACT ADMINISTRATION DATA G.1 CONTRACT ADMINISTRATOR (ED 306-8) (FEB 1985) The Contractor shall designate one individual to be contacted during the period of the contract for prompt contract administration. ______ ______ ______ ______ ______ ______ ______ G.2 ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY (ED 306-2) (JAN 1989) (A) The contractor shall request written authorization from the contracting officer before acquiring any contractually necessary property to which the Government will have title. The request shall include complete descriptions of all individual items which will exceed $1,000 in cost, including: (a) a brief statement of function; (b) manufacturer and manufacturer's brand name, model or part number; (c) vendor and its proposed price; (B) Management of government property in the possession of the contractor shall be in accordance with FAR Part 45. The contractor shall provide an annual report of total property acquisition cost, as required by FAR 45.505-14. G.3 INVOICE AND CONTRACT FINANCING REQUEST SUBMISSION (ED 306-1) (MAR 1988) (A) The Government agrees to pay the Contractor as complete compensation for all work and services performed and materials furnished under this contract those allowable costs defined in the contract clause entitled "ALLOWABLE COST AND PAYMENT" in an amount not to exceed the estimated costs specified in the contract. (B) The contractor shall submit the original and two (2) Page 8 of 98 RFP-98-002 copies of the invoices or contract financing requests to the Designated Billing Office. ______ ______ ______ ______ ______ ______ Note: Invoices or contract financing requests must be sent to the designated billing office indicated above. Invoices or contract financing requests should NOT be sent to the "Payment will be made by" office indicated on the face page of the contract (block 12 of SF26 or block 25 of SF33). (C) The Contractor shall prepare invoices and contract financing requests in accordance with the billing instructions attached hereto and made a part of this contract. G.4 PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (ED 306-9) (OCT 1993) (a) Pending the establishment of final indirect cost rates, as required by the clause entitled "Allowable Cost and Payment" FAR 52.216-7, the Contractor shall be reimbursed for its indirect costs on the basis of the negotiated provisional, or billing, rates as set forth below. Those rates shall remain in effect until the contract is modified to incorporated either negotiated final in-direct rates, as directed by either paragraph (d) or (f) of the same clause, as applicable, or revised provisional indirect cost rates, as explained in paragraph (e). (b) The provisional overhead rate applicable to this contract is ______% for _______________________________________________________ ______% for _______________________________________________________ ______% for _______________________________________________________ ______% for _______________________________________________________ G.5 GOVERNMENT-FURNISHED DATA (ED 306-10) (APR 1984) (A) The Government shall deliver to the Contractor the Government- furnished data described in the contract. If the data is not delivered on schedule, or is unsuitable for its intended use, the Contracting Officer shall equitably adjust affected provisions of this contract in accordance with the "Changes" clause when: (1) The Contractor submits a timely written request for an equitable adjustment; and (2) The facts warrant an equitable adjustment. Page 9 of 98 RFP-98-002 (B) Title to Government-furnished data shall remain in the Government. (C) The Contractor shall use the Government-furnished data only in connection with this contract. (D) The data will be furnished to the Contractor as specified in the Statement of Work. (E) Other treatment and rights shall be in accordance with the incorporated general provision titled "Government Property". Page 10 of 98 RFP-98-002 SECTION H - SPECIAL CONTRACT REQUIREMENTS H.1 PAYMENT OF PRINTING TO BE PERFORMED BY THE GOVERNMENT PRINTING OFFICE (ED 307-8) (APR 1992) The General Provisions of this contract set forth the Department's policy regarding printing to be performed in order to meet the terms of the contract. Should the services of the Government Printing Office (GPO) be required, the contractor shall request to the Department of Education to requisition those, subject to the contractor's provision of a completed SF-1, Printing and Binding Requisition to the Public Printer. Payment to the GPO shall be made directly by the Department and charged to the Contract. H.2 COST ACCOUNTING STANDARDS APPLICATION (ED 307-11) (JUNE 1992) The contract clause entitled "Cost Accounting Standards" shall apply to any resulting contract, except as exempted under Section 9903.201-1(b) of 48 CFR (CAS) Chapter 99 or when the contract is eligible for modified coverage under Section 9903.201-2(b) of the same Regulation. The clause entitled "Disclosure and Consistency of Cost Accounting Practices" shall apply in the latter case. H.3 COST ACCOUNTING STANDARDS (FAR 52.230-2) (APR 1996) (a) Unless the contract is exempt under 48 CFR 9903.201-1 and 9903.201-2, the provisions of 48 CFR Part 9903 are incorporated herein by reference and the Contractor, in connection with this contract, shall-- (1) (CAS-covered Contracts Only) By submission of a Disclosure Statement, disclose in writing the Contractor's cost accounting practices as required by 48 CFR 9903.202-1 through 9903.202-5, including methods of distinguishing direct costs from indirect costs and the basis used for allocating indirect costs. The practices disclosed for this contract shall be the same as the practices currently disclosed and applied on all other contracts and subcontracts being performed by the Contractor and which contain a Cost Accounting Standards (CAS) clause. If the Contractor has notified the Contracting Officer that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the Government. (2) Follow consistently the Contractor's cost accounting practices in accumulating and reporting contract performance cost data concerning this contract. If any change in cost accounting practices is made for the purposes of any contract or subcontract subject to CAS requirements, the change must be applied prospectively to this Page 11 of 98 RFP-98-002 contract and the Disclosure Statement must be amended accordingly. If the contract price or cost allowance of this contract is affected by such changes, adjustment shall be made in accordance with subparagraph (a)(4) or (a)(5) of this clause, as appropriate. (3) Comply with all CAS, including any modifications and interpretations indicated thereto contained in 48 CFR Part 9904, in effect on the date of award of this contract or, if the Contractor has submitted cost or pricing data, on the date of final agreement on price as shown on the Contractor's signed certificate of current cost or pricing data. The Contractor shall also comply with any CAS (or modifications to CAS) which hereafter become applicable to a contract or subcontract of the Contractor. Such compliance shall be required prospectively from the date of applicability to such contract or subcontract. (4)(i) Agree to an equitable adjustment as provided in the Changes clause of this contract if the contract cost is affected by a change which, pursuant to subparagraph (a)(3) of this clause, the Contractor is required to make to the Contractor's established cost accounting practices. (ii) Negotiate with the Contracting Officer to determine the terms and conditions under which a change may be made to a cost accounting practice, other than a change made under other provisions of subparagraph (a)(4) of this clause; provided that no agreement may be made under this provision that will increase costs paid by the United States. (iii) When the parties agree to a change to a cost accounting practice, other than a change under subdivision (a)(4)(i) of this clause, negotiate an equitable adjustment as provided in the Changes clause of this contract. (5) Agree to an adjustment of the contract price or cost allowance, as appropriate, if the Contractor or a subcontractor fails to comply with an applicable Cost Accounting Standard, or to follow any cost accounting practice consistently and such failure results in any increased costs paid by the United States. Such adjustment shall provide for recovery of the increased costs to the United States, together with interest thereon computed at the annual rate established under section 6621 of the Internal Revenue Code of 1986 (26 U.S.C. 6621) for such period, from the time the payment by the United States was made to the time the adjustment is effected. In no case shall the Government recover costs greater than the increased cost to the Government, in the aggregate, on the relevant contracts subject to the price adjustment, unless the Contractor made a change in its cost accounting practices of which it was aware or should have been aware at the time of price negotiations and which it failed to disclose to the Government. (b) If the parties fail to agree whether the Contractor or a subcontractor has complied with an applicable CAS in 48 CFR 9904 or a CAS rule or regulation in 48 CFR 9903 and as to any cost adjustment demanded by the United States, such failure to agree will constitute a dispute under the Contract Disputes Act (41 U.S.C. Page 12 of 98 RFP-98-002 601). (c) The Contractor shall permit any authorized representatives of the Government to examine and make copies of any documents, papers, or records relating to compliance with the requirements of this clause. (d) The Contractor shall include in all negotiated subcontracts which the Contractor enters into, the substance of this clause, except paragraph (b), and shall require such inclusion in all other subcontracts, of any tier, including the obligation to comply with all CAS in effect on the subcontractor's award date or if the subcontractor has submitted cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data. This requirement shall apply only to negotiated subcontracts in excess of $500,000 where the price negotiated is not based on-- (1) Established catalog or market prices of commercial items sold in substantial quantities to the general public; or (2) Prices set by law or regulation, and except that the requirement shall not apply to negotiated subcontracts otherwise exempt from the requirement to include a CAS clause as specified in 48 CFR 9903.201-1. (End of clause) H.4 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (FAR 52.230-3) (APR 1996) (a) The Contractor, in connection with this contract, shall- (1) Comply with the requirements of 48 CFR, Subpart 9904.401, Consistency in Estimating, Accumulating, and Reporting Costs, and 48 CFR, Subpart 9904.402, Consistency in Allocating Costs Incurred for the Same Purpose; 48CFR subpart 9904.405, Accounting for Unallowable Costs; and 48 CFR subpart 9904.406, Cost Accounting Standard-Cost Accounting Period, in effect on the date of award of this contract as indicated in 48 CFR part 9904. (2) (CAS-covered Contracts Only) If it is a business unit of a company required to submit a Disclosure Statement, disclose in writing its cost accounting practices as required by 48 CFR, Subparts 9903.202-1 through 9903.202-5. If the Contractor has notified the Contracting Officer that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the Government. (3)(i) Follow consistently the Contractor's cost accounting practices. A change to such practices may be proposed, however, by either the Government or the Contractor, and the Contractor agrees to negotiate with the Contracting Officer the Page 13 of 98 RFP-98-002 terms and conditions under which a change may be made. After the terms and conditions under which the change is to be made have been agreed to, the change must be applied prospectively to this contract, and the Disclosure Statement, if affected, must be amended accordingly. (ii) The Contractor shall, when the parties agree to a change to a cost accounting practice and the Contracting Officer has made the finding required in 48 CFR, Subpart 9903.201-6(b), that the change is desirable and not detrimental to the interests of the Government, negotiate an equitable adjustment as provided in the Changes clause of this contract. In the absence of the required finding, no agreement may be made under this contract clause that will increase costs paid by the United States. (4) Agree to an adjustment of the contract price or cost allowance, as appropriate, if the Contractor or a subcontractor fails to comply with the applicable CAS or to follow any cost accounting practice, and such failure results in any increased costs paid by the United States. Such adjustment shall provide for recovery of the increased costs to the United States together with interest thereon computed at the annual rate of interest established under the Internal Revenue Code of 1986 (26 U.S.C. 6621), from the time the payment by the United States was made to the time the adjustment is effected. (b) If the parties fail to agree whether the Contractor has complied with an applicable CAS, rule, or regulation as specified in 48 CFR, parts 9903 and 9904 and as to any cost adjustment demanded by the United States, such failure to agree will constitute a dispute under the Contract Disputes Act (41 U.S.C. 601). (c) The Contractor shall permit any authorized representatives of the Government to examine and make copies of any documents, papers, and records relating to compliance with the requirements of this clause. (d) The Contractor shall include in all negotiated subcontracts, which the Contractor enters into, the substance of this clause, except paragraph (b), and shall require such inclusion in all other subcontracts of any tier, except that- (1) If the subcontract is awarded to a business unit which pursuant to 48 CFR, Subpart 9903.201 is required to follow all CAS, the clause entitled "Cost Accounting Standards" set forth in FAR 52.230-2, shall be inserted in lieu of this clause; or (2) This requirement shall apply only to negotiated subcontracts in excess of $500,000 where the price negotiated is not based on- (i) Established catalog or market prices of commercial items sold in substantial quantities to the general public; or (ii) Price set by law or regulation; or Page 14 of 98 RFP-98-002 (3) The requirement shall not apply to negotiated subcontracts otherwise exempt from the requirement to include a CAS clause as specified in 48 CFR, Subpart 9903.201-1. (End of clause) H.5 ADMINISTRATION OF COST ACCOUNTING STANDARDS (FAR 52.230-6) (APR 1996) For the purpose of administering the Cost Accounting Standards (CAS) requirements under this contract, the Contractor shall take the steps outlined in paragraphs (a) through (g) of this clause: (a) Submit to the Contracting Officer a description of any cost accounting practice change, the total potential impact of the change on contracts containing a CAS clause, and a general dollar magnitude of the change which identifies the potential shift of costs between CAS-covered contracts by contract type (i.e., firm fixed-price, incentive, cost-plus- fixed fee, etc.) and other contractor business activity. As related to CAS-covered contracts, the analysis should identify the potential impact on funds of the various Agencies/Departments (i.e., Department of Energy, National Aeronautics and Space Administration, Army, Navy, Air Force, other Department of Defense, other Government) as follows: (1) For any change in cost accounting practices required to comply with a new or modified CAS in accordance with subparagraph (a)(3) and subdivision (a)(4)(i) of the clause at FAR 52.230-2, Cost Accounting Standards, within 60 days (or such other date as may be mutually agreed to) after award of a contract requiring this change. (2) For any change in cost accounting practices proposed in accordance with subdivision (a)(4)(ii) or (iii) of the clause at FAR 52.230-2, Cost Accounting Standards, or with subparagraph (a)(3) of the clause at FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practices, not less than 60 days (or such other date as may be mutually agreed to) before the effective date of the proposed change. (3) For any failure to comply with an applicable CAS or to follow a disclosed practice (as contemplated by subparagraph (a)(5) at FAR 52.230- 2, Cost Accounting Standards, or by subparagraph (a)(4) at FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practice): (i) Within 60 days (or such other date as may be mutually agreed to) after the date of agreement with the initial finding of noncompliance, or (ii) In the event of Contractor disagreement with the initial finding of noncompliance, within 60 days of the date the Contractor is notified by the Contracting Officer of the determination of noncompliance. Page 15 of 98 RFP-98-002 (b) After an ACO determination of materiality, submit a cost impact proposal in the form and manner specified by the Contracting Officer within 60 days (or such other date as may be mutually agreed to) after the date of determination of the adequacy and compliance of a change submitted pursuant to paragraph (a) of this clause. The cost impact proposal shall be in sufficient detail to permit evaluation, determination, and negotiation of the cost impact upon each separate CAS-covered contract and subcontract. (1) Cost impact proposals submitted for changes in cost accounting practices required to comply with a new CAS in accordance with subparagraph (a)(3) and subdivision (a)(4)(i) of the clause at FAR 52.230- 2, Cost Accounting Standards, shall identify the applicable standard and all contracts and subcontracts containing the clause in this contract entitled Cost Accounting Standards, which have an award date before the effective date of that standard. (2) Cost impact proposals submitted for any change in cost accounting practices proposed in accordance with subdivisions (a)(4)(ii) or (iii) of the clause at 52.230-2, Cost Accounting Standards, or with subparagraph (a)(3) of the clause at FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practices, shall identify all contracts and subcontracts containing the clause at FAR 52.230-2, Cost Accounting Standards, and FAR 52.2303, Disclosure and Consistency of Cost Accounting Practices. (3) Cost impact proposals submitted for failure to comply with an applicable CAS or to follow a disclosed practice as contemplated by subparagraph (a)(5) of the clause at FAR 52.230-2, Cost Accounting Standards, or by subparagraph (a)(4) of the clause at FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practices, shall identify the cost impact on each separate CAS covered contract from the date of failure to comply until the noncompliance is corrected. (c) If the submissions required by paragraphs (a) and (b) of this clause are not submitted within the specified time, or any extension granted by the Contracting Officer, an amount not to exceed 10 percent of each subsequent amount determined payable related to the Contractor's CAS- covered prime contracts, up to the estimated general dollar magnitude of the cost impact, may be withheld until such time as the required submission has been provided in the form and manner specified by the Contracting Officer. (d) Agree to appropriate contract and subcontract amendments to reflect adjustments established in accordance with subparagraphs (a)(4) and (a)(5) of the CAS clause at FAR 52.230-2 or with subparagraphs (a)(3) or (a)(4) of the Disclosure and Consistency of Cost Accounting Practices clause at FAR 52.230-3. (e) For all subcontracts subject either to the CAS clause or to the Disclosure and Consistency of Cost Accounting Practices clause- (1) So state in the body of the subcontract, in the letter of award, or in both (self-deleting clauses shall not be used); and Page 16 of 98 RFP-98-002 (2) Include the substance of this clause in all negotiated subcontracts. In addition, within 30 days after award of the subcontract, submit the following information to the Contractor's cognizant contract administration office for transmittal to the contract administrative office cognizant of the subcontractor's facility: (i) Subcontractor's name and subcontract number. (ii) Dollar amount and date of award. (iii) Name of Contractor making the award. (iv) Any changes the subcontractor has made or proposes to make to cost accounting practices that affect prime contracts or subcontracts containing the CAS clause or Disclosure and Consistency of Cost Accounting Practices clause, unless these changes have already been reported. If award of the subcontract results in making one or more CAS effective for the first time, this fact shall also be reported. (f) Notify the Contracting Officer in writing of any adjustments required to subcontracts under this contract and agree to an adjustment, based on them, to this contract price or estimated cost and fee. This notice is due within 30 days after proposed subcontract adjustments are received and shall include a proposal for adjusting the higher tier subcontract or the prime contract appropriately. (g) For subcontracts containing the CAS clause, require the subcontractor to comply with all Standards in effect on the date of award or of final agreement on price, as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data, whichever is earlier. (End of clause) H.6 ORDER OF PRECEDENCE (SOLICITATION) (ED 307-1) (NOVEMBER 1986) Any inconsistency in this solicitation shall be resolved by giving precedence in the following order: (a) the Schedule (excluding the work statement or specification), (b) representations and other instructions, (c) contract clauses (Section I) (d) any incorporated documents, exhibits, or attachments, excluding the work statement or specifications, and (e) work statement or specifications. Page 17 of 98 RFP-98-002 H.7 DUAL COMPENSATION (ED 307-3) (MAR 1985) If a project staff member, subcontractor, or consultant is involved in two or more projects, at least one of which is supported by Federal funds, he/she may not be compensated for more than 100 percent of his/her time during any part of the period of dual involvement. That is, an individual is prohibited from receiving double payment for any given period of work. H.8 PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (ED 307-5) (MAR 1985) The Contractor shall not use any contract funds, or funds from other sources, to pay the travel expenses of, or a fee to, ED employees for lectures, attending program functions, or any other activities in connection with this contract. H.9 PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS WITH DISABILITIES (ED 301-20) (FEB 1995) The contractor shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 including Section 302, which provides that: "No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation." Failure to comply with the Americans with Disabilities Act of 1990, as amended, shall be considered a failure to comply with the terms of this contract. H.10 REQUIRED SUBMISSION OF INFORMATION FOR PAYMENT BY ELECTRONIC FUNDS TRANSFER PAYMENT, ED (307-30) (SEP 1997) (A) FAR clause 52.232-33, Mandatory Information for Electronic Funds Transfer Payments, requires the Contractor to submit information needed for payment by EFT to the payment office. The Government intends to use the ACH method for EFT payments, so the Contractor does not need to submit the information prescribed in subsection (d)(5) of that clause unless otherwise requested by the Government. If information previously submitted to the payment office for another contract will also apply to this contract, the Contractor may inform the payment office in lieu of resubmitting the information. If the information submitted will apply to multiple contracts, the Contractor shall Page 18 of 98 RFP-98-002 identify which contracts are covered. (B) The payment office may have access to financial information from the Central Contractor Registration system or from records related to another contract between the Department of Education (ED) and the Contractor. The Contractor agrees that the invoice or payment request under this contract, unless, at least one week prior to the Contractor's submission of the invoice or payment request, the payment office has received from the Contractor-- (l) The information required by FAR clause 52.232-33, Mandatory Information for Electronic Funds Transfer Payments, or (2) A written notification that payments under this contract should not be made using information from the Central Contractor Registration system or from information that the Contractor submitted under another contract with the Department of Education (ED). (C) The Contractor shall submit the information and notices required by this clause 52.232-33, Mandatory Information for Electronic Funds Transfer Payments to the payment office at the following address: Vendor Payment Information U.S. Department of Education OCFO/CPO/Support Services Group Room 3616, ROB-3 600 Independence Avenue, SW. Washington, DC 20202-4443 (End of Clause) H.11 MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT (FAR 52.232-33) (AUG 1996) (a) Method of payment. Payments by the Government under this contract, including invoice and contract financing payments, may be made by check or electronic funds transfer (EFT) at the option of the Government. If payment is made by EFT, the Government may, at its option, also forward the associated payment information by electronic transfer. As used in this clause, the term "EFT" refers to the funds transfer and may also include the information transfer. (b) Mandatory submission of Contractor's EFT information. (l) The Contractor is required, as a condition to any payment under this contract, to provide the Government with the information required to make payment by EFT as described in paragraph (d) of this clause, Page 19 of 98 RFP-98-002 unless the payment office determines that submission of the information is not required. However, until January l, 1999, in the event the Contractor certifies in writing to the payment office that the Contractor does not have an account with a financial institution or an authorized payment agent, payment shall be made by other than EFT. For any payments to be made after January l, 1999, the Contractor shall provide EFT information as described in paragraph (d) of this clause. (2) If the Contractor provides EFT information, applicable to multiple contracts, the Contractor shall specifically state the applicability of this EFT information in terms acceptable to the payment office. (c) Contractor's EFT information. Prior to submission of the first request for payment (whether for invoice or contract financing payment) under this contract, the Contractor shall provide the information required to make contract payment by EFT, as described in paragraph (d) of this clause, directly to the Government payment office named in this contract. If more than one payment office is named for the contract, the Contractor shall provide a separate notice to each office. In the event that the EFT information changes, the Contractor shall be responsible for providing the changed information to the designated payment office(s). (d) Required EFT information. The Government may make payment by EFT through either an Automated Clearing House (ACH) subject to the banking laws of the United States or the Federal Reserve Wire Transfer System at the Government's option. The Contractor shall provide the following information for both methods in a form acceptable to the designated payment office. The Contractor may supply this data for this or multiple contracts (see paragraph (b) of this clause). (l) The contract number to which this notice applies. (2) The Contractor's name and remittance address, as stated in the contract, and the contract number at the Contractor's financial agent. (3) The signature (manual or electronic, as appropriate), title, and telephone number of the Contractor official authorized to provide this information. (4) For ACH payments only: (i) Name, address, and 9-digit Routing Transit Number of the Contractor's financial agent. (ii) Contractor's account number and the type of account (checking, saving, or lockbox). (5) For Federal Reserve Wire Transfer System payments only: (i) Name, address, telegraphic abbreviation, and the 9-digit Routing Transit Number for the Contractor's financial agent. Page 20 of 98 RFP-98-002 (ii) If the Contractor's financial agent is not directly on-line to the Federal Reserve Wire Transfer System and, therefore, not the receiver of the wire transfer payment, the Contractor shall also provide the name, address, and 9-digit Routing Transit Number of the correspondent financial institution receiving the wire transfer payment. (e) Suspension of payment. (l) Notwithstanding the provisions of any other clause of this contract, the Government is not required to make any payment under this contract until after receipt, by the designated payment office, of the correct EFT payment information from the Contractor or a certificate submitted in accordance with paragraph (b) of this clause. Until receipt of the correct EFT information, any invoice or contract shall be deemed not to be a valid invoice or contract financing request as defined in the Prompt Payment clause of this contract. (2) If the EFT information changes after submission of correct EFT information, the Government shall begin using the changed EFT information no later than the 30th day after its receipt to the extent payment is made by EFT. However, the Contractor may request that no further payments be made until the changed EFT information is implemented by the payment office. If such suspension would result in a late payment under the Prompt Payment clause of this contract, the Contractor's request for suspension shall extend the due date for payment by the number of days of the suspension. (f) Contractor EFT arrangements. The Contractor shall designate a single financial agent capable of receiving and processing the electronic funds transfer using the EFT methods described in paragraph (d) of this clause. The Contractor shall pay all fees and charges for receipt and processing of transfers. (g) Liability for uncompleted or erroneous transfers. (l) If an uncompleted or erroneous transfer occurs because the Government failed to use the Contractor-provided EFT information in the correct manner, the Government remains responsible for (i) making a correct payment, (ii) paying any prompt payment penalty due, and (iii) recovering any erroneously directed funds. (2) If an uncompleted or erroneous transfer occurs because Government-provided EFT information was incorrect at the time of Government release of the EFT payment transaction instruction to the Federal Reserve System, and -- (i) If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the payment office, the Government retains the right to either make payment by mail or suspend the payment in accordance with paragraph (e) of this clause. Page 21 of 98 RFP-98-002 (h) EFT and prompt payment. (l) A payment shall be deemed to have been made in a timely manner in accordance with the Prompt Payment clause of this contract if, in the EFT payment transaction instruction given to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System. (2) When payment cannot be made by EFT because of incorrect EFT information provided by the Contractor, no interest penalty is due after the date of the uncompleted or erroneous payment transaction, provided that notice of the defective EFT information is issued to the Contractor within 7 days after the Government is notified of the defective EFT information. (i) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the Assignment of Claims clause of this contract, the assignee shall provide the assignee EFT information required by paragraph (d) of this clause. In all respects, the requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information which shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the Government, is incorrect EFT information within the meaning of paragraph (e) of this clause. (j) Payment office discretion. If the Contractor does not wish to receive payment by EFT methods for one or more payments, the Contractor may submit a request to the designated payment office to refrain from requiring EFT information or using the EFT payment method. The decision to grant the request is solely that of the Government. (k) Change of EFT information by financial agent. The Contractor agrees that the Contractor's financial agent may notify the Government of a change to the routing transit number, Contractor account number, or account type. The Government shall use the changed data in accordance with paragraph (e)(2) of this clause. The Contractor agrees that the information provided by the agent is deemed to be correct information as if it were provided by the Contractor. The Contractor agrees that the agent's notice of changed EFT data is deemed to be a request by the Contractor in accordance with paragraph (e)(2) that no further payments be made until the changed EFT information is implemented by the payment office. (End of Clause) H.12 ACCESSIBILITY OF SOFTWARE ED 316-1 (APR 1997) The Department of Education (ED) considers universal acces- sibility to information a priority for all its employees and Page 22 of 98 RFP-98-002 external customers, including individuals with disabilities. Under Sections 504 and 508 ofthe Rehabilitation Act of 1973, 29 U.S.C. subsections 794 and 794d, as amended, ED must ensure the accessibility of its programs and activities, specifically including electronic and information technology. ED maintains the manual, "Requirements for Accessible Software Design," to convey the accessibility needs of the Department to the developers and suppliers of computer applications. To comply with the provisions of this clause, the contractor may use the edition of the ED manual "Requirements for Accessible Software Design" in effect at the date of award of this contract or any more recent edition. A copy of the most recent edition of the manual may be found at ocfo.ed.gov/coninfo/clibrary/software.htm. (a) Software developed for ED--The contractor shall ensure that any software developed under this contract for use by ED's employees or external customers is accessible to individuals with disabilities. At a minimum, such software must meet all the requirements the ED manual "Requirements for Accessible Software Design." However, in accordance with paragraph (d) of this clause, the contracting officer may waive a requirement in writing. (b) Software enhanced or modified for ED--Any enhancements and other modifications, made under this contract to software for use by ED's employees or external customers, are subject to the requirements of paragraph (a) of this clause, regardless of where or how the software was first developed. Except as otherwise specified elsewhere in the contract schedule, the contractor is only required to ensure that the enhancements or modifications (not other features or parts of the software) comply with the requirements of paragraph (a). However, the contractor is encouraged to point out deficiencies in the accessibility of the software and to suggest solutions to ensure the software fully complies with the accessibility requirements of paragraph (a). (c) Other software delivered under this contract--Unless otherwise specified elsewhere in the contract schedule, the contractor is not required to ensure that software not developed under this contract meets the accessibility requirements of paragraph (a). However-- (1) The contractor shall consider accessibility to individuals with disabilities as a significant factor when selecting or purchasing any software that will be delivered under this contract for use by ED's employees or external customers. (2) At least ten calendar days prior to final selection of any software with a total estimated cost or price over $5,000 that does not meet all the requirements of the ED manual "Requirements for Accessible Software Design," the contractor shall notify the Contracting Officer's Technical Representative (COTR) in writing. Such notice shall list the specific acces- sibility features that are lacking and explain the trade-offs Page 23 of 98 RFP-98-002 or other reasons for recommending selection of the software. (3) Within ten calendar days of the COTR's receipt of a notice under subparagraph (c)(2), if selection of the software may significantly impair ED's ability to ensure accessibility of its programs and activities to all its employees and external customers, including individuals with disabilities, the contracting officer may reject selection of the software by written notice to the contractor. (d) Waiver of requirements--It is recognized that new technologies may provide solutions that are not envisioned in or consistent with the provisions of the manual "Requirements for Accessible Software Design." Or, certain requirements of the manual may be unreasonable or ineffective in certain situations. Accordingly, the contractor may request and the contracting officer may grant a waiver, in writing, to any requirement of the manual or of this clause. H.13 PUBLICATION AND AUDIO-VISUAL PRODUCTION (ED 307-7) (MAY 1997) A. Except as provided below, neither the development or production of any publication or audiovisual product is authorized. In the event that development or production of any publication or audiovisual product subsequently becomes a contract requirement (expressed or implied), the contractor shall obtain approval in writing from the Contracting Officer. Until the contractor obtains such Contracting Officer approval, no costs for develop- ment or production of the publication or audiovisual product shall be allowable. The following items are excepted from PRB approval: 1. Up to 50 copies of progress and final reports. B. The Contractor shall ensure that any publication or audiovisual product developed or produced under this contract is compatible with the Department of Education's responsibilities under the Sections 404 and 508 of the Rehabilitation Act of l973, 29 U.S.C. 794 and 794d, as amended, to ensure the accessibility of its programs and activities to idividuals with disabilities. C. The contractor shall not distribute or release to the public any publication or audiovisual product developed or produced under this contract without written authorization of the Contracting Officer. To obtain this authorization, the contractor shall submit 2 copies of the publication or audiovisual product to the Contracting Officer. Since the Contracting Officer must obtain internal public affairs or other clearances, the Contractor should plan at least 45 days to obtain authorization from the Page 24 of 98 RFP-98-002 Contracting Officer. Except as may be provided elsewhere, contractor may develop and produce at its own expense, results of work under this contract (see Publication and Publicity). H.14 ORGANIZATIONAL CONFLICTS OF INTEREST (ED 307-17) (APR 1984) (A) The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has dis- closed all such relevant information. (B) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, miti- gate, or neutralize the actual or potential conflict. (C) Remedies - The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict 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. (D) 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 this paragraph (D). H.15 CONTINUITY OF SERVICES (FAR 52.237-3) (JANUARY 1991) (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another Contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best effort and cooperation to effect an orderly and efficient Page 25 of 98 RFP-98-002 transition to a successor. (b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in and phase-out service required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct onsite interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that results from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. H.16 OPTION TO EXTEND THE TERM OF THE CONTRACT (FAR 52.217-9) (MARCH 1989) (a) The Government may extend the term of this contract by written notice to the Contractor by 60 days before contract expiration; provided, that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option provision. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months. (d) The option periods will be exercised as follows: Option Period of Cost Fee Total Period Performance Cost I Months 13-24 $ $ $ II Months 25-36 Page 26 of 98 RFP-98-002 III Months 37-48 IV Months 49-60 Page 27 of 98 RFP-98-002 PART II - CONTRACT CLAUSES SECTION I - CONTRACT CLAUSES I.1 CLAUSES INCORPORATED BY REFERENCE-ALTERNATE I (FAR 52.252-2) (JUN 1988) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. I.2 CLAUSES FOR A COST-PLUS-FIXED-FEE CONTRACT (MATRIX-A) (FEB 1997) I.2.1 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES FAR Clause No. Title and Date (The following clauses shall apply to all contracts except Research and Development.) 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995) 52.203-7 Anti-Kickback Procedures (JUL 1995) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (SEPT 1990) (The following clauses shall apply to all contracts in excess of $100,000.) 52.203-3 Gratuities (APR 1984) 52.203-5 Covenant Against Contingent Fees (APR 1984) 52.204-4 Printing/Copying Double-Sided on Recycled (JUN 1996) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JAN 1990) 52.207-3 Right of First Refusal of Employment (NOV 1991) 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUL 1995) 52.215-2 Audit and Records--Negotiation (AUG 1996) 52.242-15 Stop-Work Order - Alternate I (APR 1984) 52.247-63 Preference for U.S. Flag Air Carriers (JAN 1997) Page 28 of 98 RFP-98-002 (The following clauses shall apply when Cost or Pricing Data is required or if the total life amount of the contract is greater than $500,000.) 52.215-22 Price Reduction for Defective Cost or Pricing Data (OCT 1995) 52.215-24 Subcontractor Cost or Pricing Data (OCT 1995) (The following clauses shall apply to contracts exceeding $3,000,000 when cost and pricing data is required for the procurement.) 52.215-23 Price Reduction for Defective Cost or Pricing Data - Modifications (OCT 1995) 52.215-25 Subcontractor Cost or Pricing Data - Modifications (OCT l995) (The following clause shall apply when prescribed under FAR subpart 15.812-2(a). The alternate provision shall additionally apply when prescribed under 15.812-2(b). 52.215-26 Integrity of Unit Prices (FEB 1997) (The following clause shall apply if prescribed in FAR 15.804-8(e).) 52.215-27 Termination of Defined Benefit Pension Plans (SEPT 1989) (The following clause shall apply if the contractor did not propose facilities capital cost of money in its offer.) 52.215-31 Waiver of Facilities Capital Cost of Money (SEPT 1987) (The following clauses shall apply to Contracts when Cost and Pricing Data is required or to which cost determinations will be subject to FAR subpart 31.2, Commerical Organizations. 52.215-39 Reversion of Adjustment of Plans for Postretirement Benefits Other than Pensions (PRB) (FEB 1995) 52.215-40 Notification of Ownership Changes (FEB 1995) 52.216-7 Allowable Cost and Payment (FEB 1997) 52.216-8 Fixed Fee (FEB 1997) 52.219-8 Utilization of Small, Small Disadvantaged & Women-Owned Small Business Concerns (FEB 1997) (The following clauses shall apply as prescribed under FAR subparts 19.508(e) and 19.708(b).) 52.219-9 Small, Small Disadvantaged & Women-Owned Small Business Subcontracting Plan (AUG 1996) 52.219-13 Utilization of Women-Owned Small Page 29 of 98 RFP-98-002 Businesses (AUG 1986) 52.219-14 Limitation on Subcontracting (DEC 1996) (The following clauses shall apply to all contracts which include the clause FAR 52.219-9, Small Business and Small Disadvantaged Business Subcontracting Plan.) 52.219-16 Liquidated Damages-Subcontracting Plan (OCT 1995) 52.220-3 Utilization of Labor Surplus Area Concerns (APR 1984) (The following clause shall apply to all cost reimbursement contracts in excess of $100,000.) 52.222-2 Payment of Overtime Premiums (JUL 1990) (The following clause shall be exempted from application under FAR provisions 52.222-3(a) through (c).) 52.222-3 Convict Labor (AUG 1996) (The following clause shall apply when prescribed under FAR subpart 22.305.) 52.222-4 Contract Work Hours and Safety Standards Act-- Overtime Compensation (JUL 1995) (The following clauses shall apply when prescribed under FAR subpart 22.6.) 52.222-20 Walsh-Healy Public Contracts Act (DEC 1996) 52.222-26 Equal Opportunity (APR 1984) (The following clauses shall apply to all RFPs and Contracts with a life aggregate amount over $1,000,000.) 52.222-28 Equal Opportunity Pre-Award Clearance of Subcontract (APR 1984) 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans (APR 1984) 52.222-36 Affirmative Action for Handicapped Workers (APR 1984) (Note: The reports required by the following clause shall be submitted to OASVET (VETS-100); U.S. Department of Labor; 200 Constitution Avenue, NW; Washington D.C. 20210.) 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (JAN 1988) (The two following clauses shall only apply to contracts to which the Service Contract Act is applicable.) 52.222-41 Service Contract Act of 1965, as Amended (MAY 1989) Page 30 of 98 RFP-98-002 52.222-42 Statement of Equivalent Rates for Federal Hires (MAY 1989) (Note: List of equivalent rates, if applicable, will be given in attachment.) 52.223-2 Clean Air and Water (Over $100,000) (APR 1984) (The following clauses shall apply to (a) any contract awarded to an individual -- ie., a contractor having no more than one employee including the contractor -- or (b) any contract of $25,000 or more, unless excepted under the provisions of FAR 23.505 (b) (1) (3).) 52.223-6 Drug Free Workplace (JUL 1990) 52.223-14 Toxic Chemical Release Reporting (OCT 1995) 52.225-3 Buy American Act - Supplies (JAN 1989) 52.225-11 Restrictions on Certain Foreign Purchases (MAY 1992) (The following clause shall apply to all but specified research and development contracts.) 52.227-1 Authorization and Consent (JUL 1995) (The following clauses shall apply to only specified research and development contracts.) 52.227-1 Authorization and Consent - Alternate I (APR 1984) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996) 52.227-14 Rights in Data -- General (June 1987) Alternate I (June 1987) Alternate II (June 1987) Alternate III (June 1987) Alternate IV (June 1987) Alternate V (June 1987) (Alternate IV shall only apply to contracts for basic or applied research -- other than those for management or operation of Government facilities or where international agreements require otherwise -- to be performed soley by universities and colleges.) (The following clause applies except for construction and architect-engineer services or unless otherwise formally waived by the federal contract office.) 52.228-7 Insurance-Liability to Third Persons (APR 1984) 52.232-9 Limitation on Withholding of Payments (APR 1984) 52.232-17 Interest (JUN 1996) 52.232-20 Limitation of Cost (APR 1984) Page 31 of 98 RFP-98-002 (Applicable if contract is fully funded.) 52.232-22 Limitation of Funds (APR 1984) (Applicable if contract is incrementally funded.) 52.232-23 Assignment of Claims (JAN 1986) 52.233-1 Disputes (OCT 1995) 52.233-3 Protest After Award (OCT 1995) 52.242-1 Notice of Intent to Disallow Costs (AUG 1987) 52.242-13 Bankruptcy (JUL 1995) 52.243-2 Changes - Cost-Reimbursement (AUG 1987) Alternate V (APR 1984) 52.244-2 Subcontracts Under Cost-Reimbursement and Letter Contracts (FEB 1997) 52.244-5 Competition in Subcontracting (DEC 1996) 52.245-5 Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contract) (DEC 1992) (The following clause shall apply to contracts for services.) 52.246-5 Inspection of Services - Cost Reimbursement (APR 1984) 52.246-25 Limitation of Liability - Services (FEB 1997) (The following clause shall apply to Research and Development contracts.) 52.246-8 Inspection of Research and Development - Cost Reimbursement (APR 1984) 52.246-23 Limitation of Liabilities for Supplies (FEB 1997) (The following clause shall apply if designated.) 52.247-29 F.O.B. Origin (JUN 1988) (The following clause shall apply if designated.) 52.247-34 F.O.B. Destination (APR 1984) 52.249-6 Termination (Cost-Reimbursement) (SEP 1996) 52.249-14 Excusable Delays (APR 1984) 52.253-1 Computer Generated Forms (JAN 1991) 52.232-25 Prompt Payment (MAR 1994) 52.248-1 Value Engineering (MARCH 1989) Alternate III (APRIL 1984) Page 32 of 98 RFP-98-002 I.2.2 DEPARTMENT OF EDUCATION ACQUISTION REGULATION (EDAR) (48 CFR CHAPTER 34) CLAUSES EDAR Clause No. Title and Date 3452.202-1 Definitions (AUGUST 1987) 3452.208-70 Printing (AUGUST 1987) 3452.227-70 Publication and Publicity (AUGUST 1987) 3452.227-71 Paperwork Reduction Act (AUGUST 1987) 3452.227-72 Advertising of Awards (AUGUST 1987) 3452.228-70 Required Insurance (AUGUST 1987) 3452.237-71 Services of Consultants (AUGUST 1987) 3452.242-70 Litigation and Claims (AUGUST 1987) 3452.242-71 Notice to the Government of Delays (AUGUST 1987) 3452.242-72 Withholding of Contract Payments (AUGUST 1987) 3452.242-73 Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (AUGUST 1987) 3452.243-70 Key Personnel (AUGUST 1987) 3452.247-70 Foreign Travel (AUGUST 1987) I.3 CLAUSES FOR A COST REIMBURSEMENT CONTRACT WITH NONPROFIT, BUT OTHER THAN EDUCATIONAL, INSTITUTION (MATRIX-B) (FEB 1997) I.3.1 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES FAR Clause No. Title and Date (The following clauses shall apply to all contracts except Research and Development.) 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995) 52.203-7 Anti-Kickback Procedures (JUL 1995) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (SEPT 1990) (The following clauses shall apply to all contracts in excess of $100,000.) 52.203-3 Gratuities (APR 1984) 52.203-5 Covenant Against Contingent Fees (APR 1984) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JAN 1990) 52.204-4 Printing/Copying Double-Sided on Recycled Paper (JUN l996) Page 33 of 98 RFP-98-002 52.207-3 Right of First Refusal of Employment (NOV 1991) 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUL 1995) 52.242-15 Stop Work Order (APR 1984) 52.247-63 Preference for U.S.-Flag Air Carriers (JAN 1997) (The following clauses shall apply when prescribed under FAR subpart 15.812-2(a). The alternate provision shall additionally apply when prescribed under 15.812-2(b).) 52.215-2 Audit and Records--Negotiation (AUG 1996) (The following clauses shall apply when Cost or Pricing Data is required or if the total life amount of the contract is greater than $500,000.) 52.215-22 Price Reduction for Defective Cost or Pricing Data (OCT 1995) 52.215-24 Subcontractor Cost or Pricing Data (OCT 1995) (The following clauses shall apply to contracts exceeding $3,000,000 when cost and pricing data is required for the procurement.) 52.215-23 Price Reduction for Defective Cost or Pricing Data - Modifications (OCT 1995) 52.215-25 Subcontractor Cost or Pricing Data - Modifications (OCT l995) (The following clause shall apply when prescribed under FAR subpart 15.812-2(a). The alternate provision shall additionally apply when prescribed under 15.812-2(b).) 52.215-26 Integrity of Unit Prices (FEB 1997) (The following clause shall apply if prescribed in FAR 15.804-8(e).) 52.215-27 Termination of Defined Benefit Pension Plans (SEPT 1989) (The following clause shall apply if the contractor did not propose facilities capital cost of money in its offer.) 52.215-31 Waiver of Facilities Capital Cost of Money (SEPT 1987) (The following clauses shall apply to Contracts when Cost and Pricing Data is required and to cost determinations subject to FAR subpart 31.2, Commercial Organizations.) 52.215-39 Reversion or Adjustment of Plans for Page 34 of 98 RFP-98-002 Postretirement Benefits Other Than Pensions (PRB) (JUL 1991) 52.216-7 Allowable Cost and Payment (FEB 1997) 52.216-8 Fixed Fee (FEB 1997) 52.219-8 Utilization of Small, Small Disadvantaged & Women-Owned Small Business Concerns (OCT 1995) (The following clauses shall apply as prescribed under FAR subpart 19.708(b), including exemption of application to 8(a) and other small businesses.) 52.219-9 Small, Small Disadvantaged & Women-Owned Small Business Subcontracting Plan (AUG 1996) 52.219-13 Utilization of Women-Owned Small Businesses (AUG 1986) (The following clauses shall apply to all contracts which include the clause FAR 52.219-9, Small Business and Small Disadvantaged Business Subcontracting Plan.) 52.219-16 Liquidated Damages-Subcontracting Plan (OCT 1995) 52.220-3 Utilization of Labor Surplus Area Concerns (APR 1984) (The following clause applies to all Cost Reimbursement contracts in excess of $100,000, except Cost-Plus-Incentive-Fee contracts.) 52.222-2 Payment for Overtime Premiums (JUL 1990) (Insert "$100 a month" in Paragraph (a).) (The following clause shall be exempted from application under FAR provisions 52.222-3 (a) through (c).) 52.222-3 Convict Labor (AUG 1996) (The following clause shall apply when prescribed under FAR subpart 22.305.) 52.222-4 Contract Work Hours and Safety Standards Act-- Overtime Compensation (JUL 1995) (The following clauses shall apply when prescribed under FAR subpart 22.6.) 52.222-20 Walsh-Healy Public Contracts Act (DEC 1996) 52.222-26 Equal Opportunity (APR 1984) (The following clauses shall apply to all RFPs and Contracts with a life aggregate amount over $1,000,000.) 52.222-28 Equal Opportunity Pre-Award Clearance of Subcontract (APR 1984) 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans (APR 1984) Page 35 of 98 RFP-98-002 52.222-36 Affirmative Action for Handicapped Workers (APR 1984) (Note: The reports required by the following clause shall be submitted to OASVET (VETS-100); U.S. Department of Labor; 200 Constitution Avenue, NW; Washington D.C. 20210.) 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (JAN 1988) 52.223-2 Clean Air and Water (Over $100,000) (APR 1984) (The following clauses shall apply to (a) any contract awarded on or after 3/18/89 to an individual -- ie., a contractor having no more than one employee including the contractor -- or (b) any contract of $25,000 or more, to be awarded on or after 3/18/89, unless excepted under the provisions of FAR 23.505(b)(1)(3).) 52.223-6 Drug Free Workplace (JUL 1990) 52.223-14 Toxic Chemical Release Reporting (OCT 1995) 52.225-3 Buy American Act - Supplies (JAN 1989) 52.225-11 Restrictions on Certain Foreign Purchases (MAY 1994) (The following clause shall apply to all but specified research and development contracts.) 52.227-1 Authorization and Consent (JUL 1995) (The following clauses shall apply to only specified research and development contracts.) 52.227-1 Authorization and Consent - Alternate I (APR 1984) 52.227-2 Notice and Assistance, Regarding Patent and Copyright Infringement (AUG 1996) 52.227-14 Rights in Data -- General (June 1987) Alternate I (June 1987) Alternate II (June 1987) Alternate III (June 1987) Alternate IV (June 1987) Alternate V (June 1987) (Alternate IV shall only apply to contracts for basic or applied research -- other than those for management or operation of Government facilities or where international agreements require otherwise -- to be performed soley by universities and colleges.) (The following clause applies except for construction and architect-engineer services or unless otherwise formally waived by the federal contract office.) 52.228-7 Insurance-Liability to Third Persons Page 36 of 98 RFP-98-002 (APR 1984) 52.232-9 Limitation on Withholding of Payments (APR 1984) 52.232-17 Interest (JUN 1996) 52.232-20 Limitation of Cost (APR 1984) (Applicable if contract is fully funded.) 52.232-22 Limitation of Funds (APR 1984) (Applicable if contract is incrementally funded.) 52.232-23 Assignment of Claims (JAN 1986) 52.233-1 Disputes (OCT 1995) 52.233-3 Protest After Award (OCT 1995) 52.242-1 Notice of Intent to Disallow Costs (APR 1984) 52.242-13 Bankruptcy (JUL 1995) (Applicable for all solicitations and contracts). 52.243-2 Changes - Cost-Reimbursement (AUG 1987) - Alternate V (APR 1984) 52.244-2 Subcontracts Under Cost-Reimbursement and Letter Contracts (FEB 1997) 52.244-5 Competition in Subcontracting (DEC 1996) 52.245-5 Government Property (Cost-Reimbursement, Time- and-Material, or Labor-Hour Contract) (APR 1984) - Alternate I (APR 1984) 52.246-5 Inspection of Service-Cost Reimbursement (APR 1984) 52.246-23 Limitation of Liabilities for Supplies (FEB 1997) (The following clause shall apply if designated.) 52.246-25 Limitation of Liability (FEB 1997) 52.247-29 F.O.B. Origin (JUN 1988) (The following clause shall apply if designated.) 52.247-34 F.O.B. Destination (APR 1984) (As prescribed in FAR 49.502(d), the following clause shall only apply to contracts for research and development work on no-fee bases.) 52.249-5 Termination for Convenience of the Government (Education and Other Nonprofit Institutions) (SEP 1996) (As prescribed in FAR 49.503(a)(1), the following clause shall apply to all contracts except for research and development work on a no-fee basis.) 52.249-6 Termination (Cost-Reimbursement) (SEP 1996) 52.253-1 Computer Generated Forms (JAN 1991) 52.232-25 Prompt Payment (MAR 1994) 52.248-1 Value Engineering (MARCH 1989) Alternate III (APRIL 1984) Page 37 of 98 RFP-98-002 I.3.2 DEPARTMENT OF EDUCATIONAL ACQUISITION REGULATION (EDAR) (48 CFR CHAPTER 34) CLAUSES EDAR Clause No. Title and Date 3452.202-1 Definitions (AUGUST 1987) 3452.208-70 Printing (AUGUST 1987) (The following clause shall apply to contracts with nonprofit organizations other than educational institutions, hospitals, or organizations listed in Attachment C to OMB Circular No. A-122.) 3452.216-70 Additional Cost Principles (AUGUST 1987) (The following clause shall apply to contracts with organizations that have fixed indirect cost rates with carryforward adjustments approved by the Government agency responsible for negotiating the organization's indirect cost rates.) 3452.216-71 Negotiated Overhead Rates - Fixed (AUGUST 1987) 3452.227-70 Publication and Publicity (AUGUST 1987) 3452.227-71 Paperwork Reduction Act (AUGUST 1987) 3452.227-72 Advertising of Awards (AUGUST 1987) 3452.228-70 Required Insurance (AUGUST 1987) (The following clause shall apply to hospitals and State and local governments only.) 3452.232-70 Prohibition Against the Use of ED Funds to Influence Legislation or Appropriations (AUGUST 1987) 3452.237-71 Services of Consultants (AUGUST 1987) 3452.242-70 Litigation and Claims (AUGUST 1987) 3452.242-71 Notice to the Government of Delays (AUGUST 1987) 3452.242-72 Withholding of Contract Payments (AUGUST 1987) 3452.242-73 Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (AUGUST 1987) 3452.243-70 Key Personnel (AUGUST 1987) 3452.247-70 Foreign Travel (AUGUST 1987) I.4 CLAUSES FOR A COST-REIMBURSEMENT CONTRACT WITH AN EDUCATIONAL INSTITUTION (MATRIX-E) (FEB 1997) I.4.1 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES FAR Clause No. Title and Date 52.203-7 Anti-Kickback Procedures (JUL 1995) Page 38 of 98 RFP-98-002 (The following clauses shall apply to all contracts except Research and Development.) 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (SEP 1990) (The following clauses shall apply to all contracts in excess of $100,000.) 52.203-3 Gratuities (APR 1984) 52.203-5 Covenant Against Contingent Fees (APR 1984) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JAN 1990) 52.204-4 Printing/Copying Double-Sided on Recycled Paper (JUN l996) 52.207-3 Right of First Refusal of Employment (NOV 1991) 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUL 1995) 52.215-2 Audit and Records--Negotiation (AUG 1996) 52.242-15 Stop-Work Order - Alternate I (APR 1984) 52.247-63 Preference for U.S.-Flag Air Carriers (JAN 1997) (The following clauses shall apply when Cost or Pricing Data is required or if the total life amount of the contract is greater than $500,000.) 52.215-22 Price Reduction for Defective Cost or Pricing Data (OCT 1995) 52.215-24 Subcontractor Cost or Pricing Data (OCT 1995) 52.230-5 Cost Accounting Standards - Educational Institution (APR 1996) (The following clauses shall apply to contracts exceeding $3,000,000 when cost and pricing data is required for the procurement.) 52.215-23 Price Reduction for Defective Cost or Pricing Data - Modifications (OCT 1995) 52.215-25 Subcontractor Cost or Pricing Data - Modifications (OCT l995) (The following clauses shall apply when prescribed under FAR subpart 15.812-2(a). The alternate provision shall additionally apply when prescribed under 15.812-2(b). 52.215-26 Integrity of Unit Prices (FEB 1997) Page 39 of 98 RFP-98-002 (The following clause shall apply to (1) Contracts when Cost and Pricing Data is required and (2) cost determinations subject to subpart 31.2, Commercial Organizations). 52.215-39 Reversion or Adjustment of Plans for Postretirement Benefits Other than Pensions (PRB) (JUL 1991) (The words "Subpart 31.3" are substituted for "Subpart 31.2" under paragraph (a) of the following clause.) 52.216-7 Allowable Cost and Payment (FEB 1997) 52.216-8 Fixed Fee (FEB 1997) 52.219-8 Utilization of Small, Small Disadvantaged & Women-Owned Small Business Concerns (FEB 1997) 52.216-11 Cost Contract - No Fee (APR 1984) (The following clauses shall apply when predetermined rates are used.) 52.216-15 Predetermined Indirect Cost Rates (APR 1984) 52.219-8 Utilization of Small, Small Disadvantaged & Women-Owned Small Business Concerns (AUG 1996) (The following clauses shall apply as prescribed under FAR subpart 19.708(b), including exemption of application to 8(a) and other small businesses.) 52.219-9 Small, Small Disadvantaged & Women-Owned Small Business Subcontracting Plan (AUG 1996) 52.219-13 Utilization of Women-Owned Small Businesses (AUG 1996) (The following clauses shall apply to all contracts which include the clause FAR 52.219-9, Small Business and Small Disadvantaged Business Subcontracting Plan.) 52.219-16 Liquidated Damages-Subcontracting Plan (OCT 1995) 52.220-3 Utilization of Labor Surplus Area Concerns (APR 1984) (The following clause shall apply to all cost reimbursement contracts in excess of $100,000, except Cost-Plus-Incentive-Fee contracts.) 52.222-2 Payment for Overtime Premiums (JUL 1990) (Insert "$100 a month" in Paragraph (a).) (The following clause shall be exempted from application under FAR provisions 52.222-3 (a) through (c).) 52.222-3 Convict Labor (AUG 1996) (The following clause shall apply when prescribed under FAR Page 40 of 98 RFP-98-002 subpart 22.305.) 52.222-4 Contract Work Hours and Safety Standards Act-- Overtime Compensation (JUL 1995) (The following clause shall apply when prescribed under FAR subpart 22.6.) 52.222-20 Walsh-Healy Public Contracts Act (DEC 1996) 52.222-26 Equal Opportunity (APR 1984) (The following clauses shall apply to all RFPs and Contracts with a life aggregate amount over $1,000,000.) 52.222-28 Equal Opportunity Pre-Award Clearance of Subcontract (APR 1984) 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans (APR 1984) 52.222-36 Affirmative Action for Handicapped Workers (APR 1984) (Note: The reports required by the following clause shall be submitted to OASVET (VETS-100); U.S. Department of Labor; 200 Constitution Avenue, NW; Washington D.C. 20210.) 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (JAN 1988) (The following clauses shall only apply to contracts to which the Service Contract Act is applicable.) 52.222-41 Service Contract Act of 1965, as Amended (MAY 1989) 52.222-42 Statement of Equivalent Rates for Federal Hires (MAY 1989) (Note: List of equivalent rates, if applicable, will be given in attachment.) 52.223-2 Clean Air and Water (Over $100,000) (APR 1984) (The following clause shall apply to (a) any contract awarded to an individual -- ie., a contractor having no more than one employee including the contractor -- or (b) any contract of $25,000 or more, unless excepted under the provisions of FAR 23.505 (b) (1) (3).) 52.223-6 Drug Free Workplace (JUL 1990) 52.223-14 Toxic Chemical Release Reporting (OCT 1995) 52.225-3 Buy American Act - Supplies (JAN 1989) 52.225-11 Restrictions on Certain Foreign Purchases (MAY 1992) (The following clause shall apply to all but specified research and development contracts.) Page 41 of 98 RFP-98-002 52.227-1 Authorization and Consent (JUL 1995) (The following clauses shall apply to only specified research and development contracts.) 52.227-1 Authorization and Consent - Alternate I (APR 1984) 52.227-2 Notice and Assistance, Regarding Patent and Copyright Infringement (AUG 1996) 52.227-14 Rights in Data -- General (June 1987) Alternate I (June 1987) Alternate II (June 1987) Alternate III (June 1987) Alternate IV (June 1987) Alternate V (June 1987) (Alternate IV shall only apply to contracts for basic or applied research -- other than those for management or operation of Government facilities or where international agreements require otherwise -- to be performed soley by universities and colleges.) FP (The following clause applies except for construction and architect-engineer services or unless otherwise formally waived by the federal contract office.) 52.228-7 Insurance-Liability to Third Persons (APR 1984) 52.232-9 Limitation on Withholding of Payments (APR 1984) 52.232-20 Limitation of Cost (APR 1984) (Applicable if contract is fully funded.) 52.232-22 Limitation of Funds (APR 1984) (Applicable if contract is incrementally funded.) 52.232-23 Assignment of Claims (JAN 1986) 52.233-1 Disputes (OCT 1995) 52.233-3 Protest After Award (OCT 1995) 52.242-1 Notice of Intent to Disallow Costs (APR 1984) 52.242-13 Bankruptcy (JUL 1995) (Applicable for all solicitations and contracts) 52.243-2 Changes - Cost-Reimbursement (AUG 1987) - Alternate V (APR 1984) 52.244-2 Subcontracts Under Cost-Reimbursement and Letter Contracts (FEB 1997) 52.244-5 Competition in Subcontracting (DEC 1996) 52.245-5 Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contract) (DEC 1992) - Alternate I (DEC 1992) 52.246-8 Inspection of Research and Development - Cost Reimbursement (APR 1984) 52.246-23 Limitation of Liabilities for Supplies (FEB 1997) Page 42 of 98 RFP-98-002 (The following clause shall apply if designated.) 52.246-25 Limitation of Liability - Services (FEB 1997) 52.247-29 F.O.B. Origin (JUN 1988) (The following clause shall apply if designated.) 52.247-34 F.O.B. Destination (APR 1984) (As prescribed in FAR 49.502(d), the following clause shall only apply to contracts for research and development work on no-fee bases.) 52.249-5 Termination for Convenience of the Government (Education and Other Nonprofit Institutions) (SEP 1996) (As prescribed in FAR 49.503(a)(1), the following clause shall apply to all contracts except for research and development work on a no-fee basis.) 52.249-6 Termination (Cost-Reimbursement) (SEP 1996) 52.253-1 Computer Generated Forms (JAN 1991) 52.232-25 Prompt Payment (MAR 1994) 52.248-1 Value Engineering (MARCH 1989) Alternate III (APRIL 1984) Page 43 of 98 RFP-98-002 I.4.2 DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR) (48 CFR CHAPTER 34) CLAUSES EDAR Clause No. Title and Date 3452.202-1 Definitions (AUGUST 1987) 3452.207-70 Printing (AUGUST 1987) (The following clause shall apply to contracts with organizations that have fixed indirect cost rates with carryforward adjustments approved by the Government agency responsible for negotiating the organization's indirect cost rates.) 3452.216-71 Negotiated Overhead Rates - Fixed (AUGUST 1987) 3452.227-70 Publication and Publicity (AUGUST 1987) 3452.227-71 Paperwork Reduction Act (AUGUST 1987) 3452.227-72 Advertising of Awards (AUGUST 1987) 3452.228-70 Required Insurance (AUGUST 1987) 3452.232-70 Prohibition Against the Use of ED Funds to Influence Legislation or Appropriations (AUGUST 1987) 3452.237-71 Services of Consultants (AUGUST 1987) 3452.242-70 Litigation and Claims (AUGUST 1987) 3452.242-71 Notice to the Government of Delays (AUGUST 1987) 3452.242-72 Withholding of Contract Payments (AUGUST 1987) 3452.242-73 Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilites (AUGUST 1987) 3452.243-70 Key Personnel (AUGUST 1987) 3452.247-70 Foreign Travel (AUGUST 1987) Page 44 of 98 RFP-98-002 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS SECTION J -- LIST OF ATTACHMENTS J.1 LIST OF ATTACHMENTS (ED 309-1) (MARCH 1985) No. Item Description No. of In Attached Pages A Statement of Work 48 X B Contract Pricing Proposal Cover Sheet and Instructions(SF-1448) 2 X C Contractor Performance Evaluation Instructions 4 X D Contractor Performance Form 3 X Page 45 of 98 RFP-98-002 PART IV, SECTION K REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF THE OFFEROR K.1 REPRESENTATION AUTHORITY (ED 310-1) (MARCH 1985) The offeror makes the following Representations and Certifications as part of its proposal (check or complete all appropriate boxes or blanks on the following pages). _________________________________ ____________________ (Name of Offeror) (RFP No.) _________________________________ ____________________ (Signature of (Date) Authorized Individual) ____________________________________________________________________ (TYPED NAME OF AUTHORIZED INDIVIDUAL) Note: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. The Representations and Certifications must be executed by an individual authorized to bind the offeror. K.2 WOMEN-OWNED BUSINESS (FAR 52.204-5) (DEC 1996) As prescribed in 4.603(b), insert the following provision: (a) Representation. The offeror represents that it [] is [] is not a women-owned business concern. (b) Definition. "Women-owned business concern," as used in this provision, means a concern which is at least 5l percent owned by one or more women; or in the case of any publicly owned business, at least 5l percent of the stock of which is owned by one or more women; and whose management and daily business operations are controlled by one or more women. (End of provision) Page 46 of 98 RFP-98-002 K.3 PLACE OF PERFORMANCE (FAR 52.215-20) (APRIL 1984) (A) The offeror or quoter, in the performance of any contract resulting from this solicitation, [_] intends [_] does not intend (check applicable block) to use one or more plants or facilities located at a different address from the address of the offeror or quoter as indicated in this proposal or quotation. (B) If the offeror or quoter checks "intends" in paragraph (A) above, it shall insert in the spaces provided below the required information: Name and Address of Owner Place of Performance and Operator of the Plant or (Street Address, City, Facility if Other than Offeror County, State, Zip Code) or Quoter __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ K.4 CERTIFICATION OF NONSEGREGATED FACILITIES (FAR 52.222-21) (APRIL 1984) (A) "Segregated facilities," as used in this provision, means any waiting rooms, work areas, rest rooms and wash rooms, restraurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated on the basis of race, color, religion, or national origin because of habit, local custom, or otherwise. (B) By the submission of this offer, the offeror certifies that it does not and will not maintain or provide for its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The offeror agrees that a breach of this certification is a violation of the Equal Opportunity clause in the contract. (C) The offeror further agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods) it will-- (1) Obtain identical certifications from proposed Page 47 of 98 RFP-98-002 subcontractors before the award of the subcontracts under which the subcontractor will be subject to the Equal Opportunity clause; (2) Retain the certifications in the files; and (3) Forward the following notice to the proposed subcontractors (except if the proposed subcontractors have submitted identical certifications for specific time periods): NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OR NONSEGREGATED FACILITIES A Certification of Nonsegregated Facilities must be submitted before the award of a subcontract under which the subcontractor will be subject to the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually). NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. K.5 DRUG-FREE WORKPLACE (FAR 52.223-6) (JAN 1997) (a) Definitions. As used in this clause-- "Controlled substance" means a controlled substance in schedules I through V of section 202 of the Controlled Substances Act (21 U.S.C. 812) and as further defined in regulation at 21 CFR 1308.11 - 1308.15. "Conviction" means a finding of guilt (including a plea of nolo contendere) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of the Federal or State criminal drug statutes. "Criminal drug statute" means a Federal or non-Federal criminal statute involving the manufacture, distribution, dispensing, possession, or use of any controlled substance. "Drug-free workplace" means the site(s) for the performance of work done by the Contractor in connection with a specific contract at which employees of the Contractor are prohibited from engaging in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance. "Employee" means an employee of a Contractor directly engaged in the performance of work under a Government contract. "Directly engaged" is defined to include all direct cost employees and any other Contractor employee who has other than a minimal impact or involvement in contract performance. "Individual" means an offeror/contractor that has no more than one employee including the offeror/contractor. Page 48 of 98 RFP-98-002 (b) The Contractor, if other than an individual, shall-- within 30 days after award (unless a longer period is agreed to in writing for contracts of 30 days or more performance duration), or as soon as possible for contracts of less than 30 days performance duration-- (1) Publish a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (2) Establish an ongoing drug-free awareness program to inform such employees about-- (i) The dangers of drug abuse in the workplace; (ii) The Contractor's policy of maintaining a drug-free workplace; (iii) Any available drug counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (3) Provide all employees engaged in performance of the contract with a copy of the statement required by subparagraph (b)(1) of this clause; (4) Notify such employees in writing in the statement required by subparagraph (b)(1) of this clause that, as a condition of continued employment on this contract, the employee will-- (i) Abide by the terms of the statement; and (ii) Notify the employer in writing of the employee's conviction under a criminal drug statute for a violation occurring in the workplace no later than 5 days after such conviction; (5) Notify the Contracting Officer in writing within 10 days after receiving notice under subdivision (b)(4)(ii) of this clause, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee; (6) Within 30 days after receiving notice under subdivision (b)(4)(ii) of this clause of a conviction, take one of the following actions with respect to any employee who is convicted of a drug abuse violation occurring in the workplace: (i) Taking appropriate personnel action against such employee, up to and including termination; or Page 49 of 98 RFP-98-002 (ii) Require such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and (7) Make a good faith effort to maintain a drug-free workplace through implementation of subparagraphs (b)(1) though (b)(6) of this clause. (c) The Contractor, if an individual, agrees by award of the contract or acceptance of a purchase order, not to engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance while performing this contract. (d) In addition to other remedies available to the Government, the Contractor's failure to comply with the requirements of (b) or (c) of this clause may, pursuant to FAR 23.506, render the Contractor subject to suspension of contract payments, termination of the contract or default, and suspension or debarment. (End of clause) K.6 CERTIFICATE OF CURRENT COST OR PRICING DATA (ED 310-5) (MARCH 1985) (When a certificate of cost or pricing data is required to be submitted in accordance with Federal Acquistion Regulation (FAR) 15.804-2, the Contracting Officer will request that the Offeror complete, execute, and submit to the Contracting Officer a certification in the format shown in the following Certificate of Current Cost or Pricing Data. The certification shall be submitted only at the time negotiations are completed. Offerors should complete the certificate set forth below and return it when requested by the Contracting Officer.) This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in Section 15.801 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.804-2) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's Representative in support of _________________* are accurate, complete, and current as of _________________**. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm _______________________________________________________________ Name _______________________________________________________________ Title ______________________________________________________________ Date of execution*** _______________________________________________ *Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). Page 50 of 98 RFP-98-002 **Insert the day, month, and year when price negotiations were concluded and price agreement was reached. ***Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. K.7 DUPLICATION OF COST (ED 310-6) (MARCH 1985) The offeror represents and certifies that any charges contemplated and included in its estimate of cost for performance are not duplicative of any charges against any other Government contract, subcontract, or other Government source. K.8 EMPLOYER'S IDENTIFICATION NUMBER (ED 310-7) (MARCH 1985) The offeror's Internal Revenue Service "Employer's Identification Number" is _______________________________. K.9 CONTRACTOR IDENTIFICATION NUMBER - DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (FAR 52.204-6) (DEC 1996) (a) Contractor Identification Number, as used in this provision, means "Data Universal Numbering System (DUNS) number," which is a nine-digit number assigned by Dun and Bradstreet Information Services. (b) Contractor identification is essential for complying with statutory contract reporting requirements. Therefore, the offeror is requested to enter, in the block with its name and address on the Standard Form 33 or similar document, the annotation "DUNS" followed by the DUNS number which identifies the offeror's name and address exactly as stated in the offer. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. A DUNS number will be provided immediately by telephone at no charge to the offeror. For information on obtaining a DUNS number, the offeror should call Dun and Bradstreet at l-800-333-0505. The offeror should be prepared to provide the following information: (l) Company name. (2) Company address. (3) Company telephone number. (4) Line of business. (5) Chief executive officer/key manager. (6) Date the company was started. (7) Number of people employed by the company. Page 51 of 98 RFP-98-002 (8) Company affiliation. (d) Offerors located outside the United States may obtain the location and phone number of the local Dun and Bradstreet Information Services office from the Internet Home Page at http://www.dbisna.com/dbis/customer/custlist.htm. If an offeror is unable to locate a local service center, it may send an e-mail to Dun and Bradstreet at globalinfo@dbisma.com. (End of provision) K.10 TYPE OF BUSINESS ORGANIZATION (FAR 52.215-6) (JULY 1987) The offeror or quoter, by checking the applicable box, represents that: (a) It operates as [_] a corporation incorporated under the laws of the State of _____________________, [_] an individual, [_] a partnership, [_] a nonprofit organization, or [_] a joint venture. (b) If the offeror or quoter is a foreign entity, it operates as [_] an individual, [_] a partnership, [_] a nonprofit organization, [_] a joint venture, or [_] a corporation registered for business in ______________________ (country). K.11 AUTHORIZED NEGOTIATORS (FAR 52.215-11) (APRIL 1984) The offeror or quoter represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposals or quotations: TELEPHONE NUMBER NAMES TITLE (INCLUDING AREA CODE) ______________________ __________________ ____________________ ______________________ __________________ ____________________ ______________________ __________________ ____________________ K.12 APPROVAL OF ACCOUNTING SYSTEM (ED 310-9) (MARCH 1985) The offeror [_] does, [_] does not, have an approved accounting system for purposes of cost reimbursement under this requirement. If so, specify the approving government audit agency or office and the date of approval. ____________________________________________________________________ ____________________________________________________________________ Page 52 of 98 RFP-98-002 ____________________________________________________________________ Date: ______________________________________________________________ K.13 CERTIFICATION FOR INTENDED COMPLIANCE WITH "LIMITATION OF COST" CLAUSE (ED 310-15) (APRIL 1984) The offeror certifies by submission of offer hereunder for understanding of and full intent to comply with the clause titled "Limitation of Cost", or "Limitation of Funds" clause in the case of incremental funding. K.14 GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION (ED 310-10) (APRIL 1984) Offerors or quoters are requested to provide information regarding the following items in sufficient detail to allow a full and complete business evaluation. If the question indicated is not applicable or the answer is none, it should be annotated. If the offeror has previously submitted the information, it should certify the validity of that data currently on file at ED or update all outdated information on file. (A) Contractor's Name: _________________________________________ (B) Address (If financial records are maintained at some other location, show the address of the place where the records are kept): ____________________________________________________________ ____________________________________________________________ (C) Telephone Number: __________________________________________ (D) Individual(s) to contact re this proposal: _________________ ____________________________________________________________ (E) Cognizant Government: Audit Agency: ______________________________________________ Address: ___________________________________________________ Auditor: ___________________________________________________ (F) (1) Work Distribution for the Last Completed Fiscal Accounting Period: Sales: Government cost-reimbursement type prime contracts and subcontracts: $_________ Government fixed-price prime contracts Page 53 of 98 RFP-98-002 and subcontracts: $_________ Commercial Sales: $_________ Total Sales: $_________ (2) Total Sales for first and second fiscal years immediately preceding last completed fiscal year. Total Sales for First Preceding Fiscal Year $_________ Total Sales for Second Preceding Fiscal Year $_________ (G) Is company an ED rate entity or division? ___________________________________________________________ If a division or subsidiary corporation, name parent company: ___________________________________________________________ (H) Date Company Organized: ___________________________________ (I) Manpower: Total Employees: __________________________________________ Direct: ___________________________________________________ Indirect: _________________________________________________ Standard Work Week (Hours): _______________________________ (J) Commercial Products: ______________________________________ ___________________________________________________________ (K) Attach a current organizational chart of the company. (L) Description of Contractor's system of estimating and accumulating costs under Government contracts. (Check appropriate blocks.) Estimated/ Standard Actual Cost Cost Estimating System Job Order ___________ ________ Process ___________ ________ Accumulating System Job Order ___________ ________ Page 54 of 98 RFP-98-002 Process ___________ ________ Has your cost estimating system been approved by any Government agency? Yes __________ No __________ If yes, give name and location of agency: ________________ ____________________________________________________________ Has your cost accumulation system been approved by any Government agency? Yes __________ No __________ If yes, give name and address of agency: __________________ ____________________________________________________________ (M) What is your fiscal year period? (Give month-to-month dates): ____________________________________________________________ What were the indirect cost rates for your last completed fiscal year? Fiscal Year Fringe Benefits _________ __________ Overhead _________ __________ G&A Expense _________ __________ Other _________ __________ (N) Have the proposed indirect cost rate(s) been evaluated and accepted by any Government agency? Yes _______ No_______ If yes, name and location of the Government agency: ______________________________________________________________ Date of last pre-award audit review by a Government agency: ________ (If the answer is no, data supporting the proposed rates must accompany the cost or price proposal. A breakdown of the items comprising overhead and G&A must be furnished.) (O) Cost estimating is performed by: Accounting Department: _________________________________ Contracting Department: _________________________________ Other (describe) ________________________________________ (P) Has system of control of Government property been approved by a Government agency? Yes __________ No __________ Page 55 of 98 RFP-98-002 If yes, name and location of the Government agency: ___________________________________________________________ (Q) Purchasing Procedures: Are purchasing procedures written? Yes _______ No_______ Has your purchasing system been approved by a Government agency? Yes __________ No __________ If yes, name and location of the Government agency: ___________________________________________________________ (R) Does your firm have an established written incentive compensation or bonus plan? Yes __________ No __________ K.15 SMALL BUSINESS PROGRAM REPRESENTATIONS (FAR 52.219-1) (JAN 1997) (a)(1) The standard industrial classification (SIC) code for this acquisition is 8999. (2) The small business size standard is $5 million. (3) Ths small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b) Representation. (1) The offeror represents as part of its offer that it [_] is, [_] is not a small business concern. (2) (Complete only if offeror represented itself as a small business concern in block (b)(1) of this section.) The offeror represents as part of its offer that it [_] is, [_] is not a small disadvantaged business concern. (3) (Complete only if offeror represented itslef as a small business concern in block (b)(1) of this section.) The offeror represents as part of its offer that it [_] is, [_] is not a women- owned small business concern. (c) Definitions. "Joint venture," for purposes of a small disadvantaged business (SDB) set-aside or price evaluation preference (as pescribed at l3 CFR l24.32), is a concern that is owned and controlled by one or more socially and economically disadvantaged individuals entering into a joint venture agreement with one or more business concerns and is considered to be affiliated for size purposes with such other concern(s). The combined annual receipts or employees of the concerns entering into the joint venture must meet the applicable size standard corresponding to the SIC code designated for the contract. The majority of the venture's earnings must accrue Page 56 of 98 RFP-98-002 directly to the socially and economically disadvantaged individuals in the SDB concern(s) in the joint venture. The percentage of the ownership involvement in a joint venture by disadvantaged individuals must be at least 5l percent. "Small business concern," as used in this provision, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standard above. "Small disadvantaged business concern", as used in this provision, means a small business concern that (1) is at least 51 percent unconditionally owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more socially and economically disadvantaged individuals, and (2) has its management and daily business controlled by one or more such individuals. This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more of these entities, which has its management and daily business controlled by members of an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CFR Part 124. "Women-owned small business concern", as used in this provision, means a small business concern----- (a) Which is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (b) Whose management and daily business operations are controlled by one or more women. (d) Notice. (1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished. (2) Notice. Under 15 U.S.C. 645(d), any person who misrep- resents a firm's status as a small or small disadvantaged business concern in order to obtain a contract to be awarded under the preference programs established pursuant to sections 8(a), 8(d), 9, or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall - (i) Be punished by imposition of a fine, imprisonment, or both; (ii) Be subject to administrative remedies, including Page 57 of 98 RFP-98-002 suspension and debarment; and (iii) Be ineligible for participation in programs conducted under the authority of the Act. K.16 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FAR 52.222-22) (APRIL 1984) The offeror represents that-- (A) It [_] has, [_] has not participated in a previous contract or subcontract subject either to the Equal Opportunity clause of this solicitation, the clause originally contained in Section 310 of Executive Order No. 10925, or the clause contained in Section 201 of Executive Order No. 11114; (B) It [_] has, [_] has not filed all required compliance reports; and (C) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. K.17 AFFIRMATIVE ACTION COMPLIANCE (FAR 52.222-25) (APRIL 1984) The offeror represents that (a) it [_] has developed and has on file, [_] has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) it [_] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. K.18 CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (FAR 52.223-13) (OCT 1996) (a) Submission of the certification is a prerequisite for making or entering into this contract imposed by Executive Order 12969, August 8, 1996. (b) By signing this offer, the offeror certifies that - |_| (1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA)(42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (FR) as described in sections 313(a)(g) of EPCRA and section 6607 of PPA; or Page 58 of 98 RFP-98-002 (2) None of its owned or operated facilities to be used in the performance of this contract is subject to the FR filing and reporting requirements because each such facility is exempt for at least one of the following reasons: (check each block that is applicable) |_| (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed under section 313(c) of EPCRA, 42 U.S.C. 11023(c); |_| (ii) The facility does not have ten or more full-time employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A); |_| (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CRF 372.27, provided an appropriate certificate form has been filed with EPA); |_| (iv) The facility does not fall within Standard Industrial Classification Code (SIC) designations 20 through 39 as set forth in Section 19.102 of the Federal Acquisition Regulation; |_| (v) The facility is not located within any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, Guam, American Somoa, the United States Virgin Islands, and the Northern Mariana Islands, or any other terrotories or possession over which the United States has jurisdiction. (End of Provision) K.19 POST EMPLOYMENT CONFLICT OF INTEREST (ED 310-16) (MARCH 1985) The contractor certifies that in developing a proposal in response to the solicitation for this contract, it has not utilized the services of any former Education Department (ED) employee who, while working for the Government, participated personally and substantially in, or was officially responsible for, the development or drafting of the solicitation for this contract. The contractor further certifies that it did not utilize the services of such an ED employee in assisting or representing the offeror at negotiations for this contract. K.20 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS. (FAR 52.209-5) (MAY 1989) (a)(1) The Offeror certifies, to the best of its knowledge and belief, that -- (i) The Offeror and/or any of its Principals -- (A) Are ( ) are not ( ) presently debarred, suspended, proposed Page 59 of 98 RFP-98-002 for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have ( ) have not ( ), within a 3-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; and (C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision. (ii) The Offeror has ( ) has not ( ), within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions). This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under section 1001, title 18, United States Code. (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed Page 60 of 98 RFP-98-002 when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. K.21 TAXPAYER IDENTIFICATION (FAR 52.204-3) (SEPTEMBER 1989) (a) Definitions. "Common parent," as used in this solicitation provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. "Corporate status," as used in this solicitation provision, means a designation as to whether the offeror is a corporate entity, an unincorporated entity (e.g., sole proprietorship or partnership), or a corporation providing medical and health care services. "Taxpayer Identification Number (TIN)," as used in this solicitation provision, means the number required by the IRS to be used by the offeror in reporting income tax and other returns. (b) The offeror is required to submit the information required in paragraphs (c) through (e) of this solicitation provision in order to comply with reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M and implementing regulations issued by the Internal Revenue Service (IRS). If the resulting contract is subject to reporting requirements described in 4.902(a), the failure or refusal by the offeror to furnish the information may result in a 20 percent reduction of payments otherwise due under the contract. (c) "Taxpayer Identification Number (TIN). ( ) TIN: _______________. ( ) TIN has been applied for. ( ) TIN is not required because: ( ) Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the U.S. and does not have an office or place of business or a fiscal paying agent in the U.S.; ( ) Offeror is an agency or instrumentality of a foreign government; ( ) Offeror is an agency or instrumentality of a Federal, state, or local government; ( ) Other. State basis. __________. (d) "Corporate Status". ( ) Corporation providing medical and health care services, or engaged in the billing and collecting of payments for such services; Page 61 of 98 RFP-98-002 ( ) Other corporate entity; ( ) Not a corporate entity; ( ) Sole proprietorship ( ) Partnership ( ) Hospital or extended care facility described in 26 CFR 501(c)(3) that is exempt from taxation under 26 CFR 501(a). (e) "Common Parent". ( ) Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this clause. ( ) Name and TIN of common parent: Name _________________________ TIN _________________________ K.22 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (FAR 52.203-11) (APRIL 1991) (Note: This certification is only applicable to proposals or pending contract awards exceeding $100,000 in value and shall only cover activities occurring from December 23, 1989 on.) (a) The definitions and prohibitions contained in the clause, at FAR 52.203-12, Limitation on Payments to Influence Certain Federal Transactions, included in this solicitation; are hereby incorporated by reference in paragraph (b) of this certification. (b) The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief on or after December 23, 1989, (1) No Federal appropriated funds have been paid or will be paid to 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 on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement; (2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to 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 on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and (3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose Page 62 of 98 RFP-98-002 accordingly. (c) Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by section 1352, title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. K.23 ORGANIZATIONAL CONFLICTS OF INTEREST CERTIFICATE -- MARKETING CONSULTANTS (FAR 52.209-7) (OCTOBER 1995) (A) Definitions. (1) Marketing consultant means any independent contractor who furnishes advice, information, direction, or assistance to an offeror or any other contractor in support of the preparation or submission of an offer for a government contract by that offeror. An independent Contractor is not a marketing consultant when rendering -- (i) Services excluded in subpart 37.2; (ii) Routine engineering and technical services (such as installation, operation, or maintenance of systems, equipment, software, components, or facilities); (iii) Routine legal, actuarial, auditing,and accounting services; or (iv) Training services. (2) Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. (B) An individual or firm that employs, retains, or engages contractually one or more marketing consultants in connection with a contract, shall submit to the contracting officer, with respect to each marketing consultant, the certificates described below, if the individual or firm is notified that it is the apparent successful offeror. (C) The certificate must contain the following: (1) The name of the agency and the number of the solicitation in question. (2) The name, address, telephone number, and federal taxpayer Page 63 of 98 RFP-98-002 identification number of the marketing consultant. (3) The name, address and telephone number of a responsible officer or employee of the marketing consultant who has personal knowledge of the marketing consultants involvement in the contract. (4) A description of the nature of the services rendered by or to be rendered by the marketing consultant. (5) The name, address, and telephone number of a responsible officer or employee of the marketing consultant who is knowledgeable about the services provided to such client(s), and a description of the nature of the services rendered to such client(s), if based on information provided to the Contractor by the marketing consultant, any marketing consultant rendering or, in the 12 months preceding the date of the certificate, has rendered services respecting the same subject matter of the instant solicitation, or directly relating to such subject matter, to the Government or any other client (including any foreign government or person). (6) A statement that the person who signs the certificate for the prime Contractor has informed the marketing consultant of the existence of subpart 9.5 and Office of Federal Procurement Policy Letter 89-1. (7) The signature, name, title, employer's name, address, and telephone number of the persons who signed the certificates for both the apparent successful offeror and the marketing consultant. (D) In addition, the apparent successful offeror shall forward to the Contracting Officer a certificate signed by the marketing consultant that the marketing consultant has been told of the existence of subpart 9.5 and Office of Federal Procurement Policy Letter 89-1, and the marketing consultant has made inquiry, and to the best of the consultant's knowledge and belief, the consultant has provided no unfair competitive advantage to the prime Contractor with respect to the services rendered or to be rendered in connection with the solicitation, or that any unfair competitive advantage that, to the best of the consultant's knowledge and belief, does or may exist, has been disclosed to the offeror. (E) Failure of the offeror to provide the required certifications may result in the offeror being determined ineligible for award. Misrepresentation of any fact may result in the assessment of penalties associated with false certifications or such other provisions provided for by law or regulation. K.24 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (FAR 52.203-8) (JAN 1997) (a) If the Government receives information that a contractor or a person has engaged in conduct constituting a violation of subsection (a), (b), (c), or (d) of Section 27 Page 64 of 98 RFP-98-002 of the Office of Federal Procurement Policy Act (4l U.S.C. 423) (the Act), as amended by section 4304 of the l996 National Defense Authorization Act for Fiscal Year l996 (Pub. L. l04-l06), the Government may - (l) Cancel the solicitation, if the contract has not yet been awarded or issued; or (2) Rescind the contract with respect to which - (i) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct constitutes a violation of subsection 27 (a) or (b) of the Act for the purpose of either - (A) Exchanging the inforamtion covered by such subsections for anything of value; or (B) Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or (ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct constituting an offense punishable under subsections 27(e)(l) of the Act. (b) If the Government rescinds the contract under paragraph (a) of this clause, the Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract. (c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this contract. (End of clause) K.25 ORGANIZATIONAL CONFLICT OF INTEREST (EDAR 3452.209-70) (AUG 1987) The offeror certifies that it [__] is [__] is not aware of any potential organization conflict of interest that it may have under this procurement. If the offeror is aware of any potential conflict of interest, the offeror shall submit a disclosure statement fully describing the situation. An organizational conflict of interest is as defined and illustrated in FAR 9.5. K.26 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE (FAR 52.227-15) (JUNE 1987) (a) This solicitation sets forth the work to be performed if a Page 65 of 98 RFP-98-002 contract award results, and the Government's known delivery requirements for data (as defined in FAR 27.401). Any resulting contract may also provide the government the option to order additional data under the Additional Data Requirements clause at 52.227-16 of the FAR, if included in the contract. Any data delivered under the resulting contract will be subject to the Rights in Data -- General clause at 52.227-14 that is to be included in this contract. Under the latter clause, a Contractor may withhold from delivery data that qualify as limited rights data or restricted computer software, and deliver form, fit, and function data in lieu thereof. The latter clause also may be used with its Alternates II and/or III to obtain delivery of limited rights data or restricted computer software, marked with limited rights or restricted rights notices, as appropriate. In addition, use of Alternate V with this latter clause provides the Government the right to inspect such data at the Contractor's facility. (b) As an aid in determining the Government's need to include any of the aforementioned Alternates in the clause at 52.227-14, Rights in Data -- General, the offeror's response to this solicitation shall, to the extent feasible, complete the representation in paragraph (b) of this clause to either state that none of the data qualify as limited rights data or restricted computer software, or identify which of the data qualifies as limited rights data or restricted computer software. Any identification of limited rights data or restricted computer software in the offeror's response in not determinative of the status of such data should a contract be awarded to the offeror. REPRESENTATION CONCERNING DATA RIGHTS Offeror has reviewed the requirements for the delivery of data or software an states (offeror check appropriate block)-- [ ] None of the data proposed for fulfilling such requirements qualifies as limited rights data or restricted computer software. [ ] Data proposed for fulfilling such requirements qualify as limited rights data or restricted computer software and are identified as follows: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ NOTE: "Limited rights data" and "Restricted computer software" are defined in the contract clause entitled "Rights In Data -- General". Page 66 of 98 RFP-98-002 K.27 CLEAN AIR AND WATER CERTIFICATION (FAR 52.223-1) (APRIL 1984) The Offeror certifies that-- (A) Any facility to be used in the performance of this proposed contract is [_], is not [_] listed on the Environmental Protection Agency List of Violating Facilities; (B) The Offeror will immediately notify the Contracting Officer, before award, of the receipt of any communication from the Administrator, or a designee, of the Environmental Protection Agency, indicating that any facility that the Offeror proposes to use for the performance of the contract is under consideration to be listed on the EPA List of Violating Facilities; and (C) The Offeror will include a certification substantially the same as this certification, including this paragraph (c), in every nonexempt subcontract. K.28 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (52.230-1) (APR 1996) NOTE: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified by Roman numerals I through III. Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards (CAS) requirements applicable to any resultant contract. If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. I. DISCLOSURE STATEMENT-COST ACCOUNTING PRACTICES AND CERTIFICATION (a) Any contract in excess of $500,000 resulting from this solicitation, except contracts in which the price negotiated is based on (1) established catalog or market prices of commercial items sold in substantial quantities to the general public, or (2) prices set by law or regulation, will be subject to the requirements of the Cost Accounting Standard Board 48 CFR, Chapter 99, except for those contracts which are exempt as specified in 48 CFR 9903.201-1. (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR, Chapter 99, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the Page 67 of 98 RFP-98-002 requirement for submission by providing the information requested in paragraph (c) of Part I of this provision. CAUTION: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or accumulating and reporting contract performance cost data. (c) Check the appropriate box below: ___(1) Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a part of the offer, copies of the Disclosure Statement have been submitted as follows: (i) original and one copy to the cognizant Administrative Contracting Officer (ACO), or cognizant Federal agency official authorized to act in that capacity (Federal official), as applicable, and (ii) one copy to the cognizant Federal auditor. (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.) Date of Disclosure Statement: _______________________________ Name and Address of Cognizant ACO or Federal Official Where Filed: ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ The offeror further certifies that practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the Disclosure Statement. ___(2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that Disclosure Statement was filed as follows: Date of Disclosure Statement: _______________________________ Name and Address of Cognizant ACO or Federal Official Where Filed: ____________________________________________ ____________________________________________ ____________________________________________ Page 68 of 98 RFP-98-002 ____________________________________________ The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the applicable Disclosure Statement. ___(3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and subcontracts subject to CAS totaling more than $25 million (of which at least one award exceeded $1 million) in the cost accounting period immediately preceding the period in which this proposal was submitted. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. ___(4) Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding the period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a completed Disclosure Statement. CAUTION: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or subcontract of $25 million or more in the current cost accounting period may not claim this exemption (4). Further, the exemption applies only in connection with proposals submitted before expiration of the 90-day period following the cost accounting period in which the monetary exemption was exceeded. II. COST ACCOUNTING STANDARDS-ELIGIBILITY FOR MODIFIED CONTRACT COVERAGE If the offeror is eligible to use the modified provisions of 48 CFR, Subpart 9903.201-2(b) and elects to do so, the offeror shall indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause. ___ The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 CFR Page 69 of 98 RFP-98-002 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost Accounting Practices clause because (i) during the cost accounting period immediately preceding the period in which this proposal was submitted, the offeror received less than $25 million in awards of CAS-covered prime contracts and subcontracts, or the offeror did not receive a single CAS-covered award exceeding $1 million. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. CAUTION: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected to result in the award of a CAS-covered contract of $25 million or more or if, during its current cost accounting period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $25 million or more. III. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING CONTRACTS The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and subcontracts. ___ YES ___ NO (End of Provision) ALTERNATE I (APR 1996). As prescribed in 30.201-3(b), add the following subparagraph (c)(5) to Part I of the basic provision: [__] (5) Certificate of Disclosure Statement Due Date by Educational Institution. If the offeror is an educational institution that, under the transition provisions of 48 CFR 9903.202-1(f), is or will be required to submit a Disclosure Statement after receipt of this award, the offeror hereby certifies that (check one and complete): [__] (i) A Disclosure Statement Filing Due Date of ____________________ has been established with the cognizant Federal agency. [__] (ii) The Disclosure Statement will be submitted within the 6-month period ending ____________ months after receipt of this award. Name and Address of Cognizant ACO or Federal Official Where Disclosure Statement is to be Filed: __________________________________________________ Page 70 of 98 RFP-98-002 __________________________________________________ __________________________________________________ __________________________________________________ Page 71 of 98 RFP-98-002 SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS L.1 TYPE OF CONTRACT (ED 311-1) (MARCH 1986) The Government contemplates award of a Cost-Plus-Incentive Fee type contract from this solicitation. L.2 GENERAL INSTRUCTIONS (ED 311-2) (FEB 1996) The following instructions establish the acceptable minimum requirements for the format and content of proposals: Your special attention is directed to the requirements for technical and business proposals and past performance report to be submitted in accordance with these instructions. Any resultant contract shall include the general provisions applicable to the selected offeror's organization and type of contract awarded. Copies of general provisions may be obtained by contacting the Contracting Officer. Any additional clauses required by public law, executive order, or acquisition regulations, in effect at the time of execution of the proposed contract, will be included. The proposal must be prepared in three parts: A "Technical Proposal," "Business Proposal," and a "Past Performance Report." Each of the parts shall be separate and complete in itself so that evaluation of one may be accomplished independently of evaluation of the other. The technical proposal must not contain reference to cost; however, resource information, such as data concerning labor hours and categories, materials, subcontracts, etc., must be contained in the technical proposal so that your understanding of the scope of the work may be evaluated. It must disclose your technical approach in sufficient detail to provide a clear and concise presentation that includes, but is not limited to, the requirements of the technical proposal instructions. The proposal must be signed by an official authorized to bind your organization. You must submit an original and 7 copies of your technical proposal and an original and 4 copies of your business proposal and an original and one copy of your past performance report to: U. S. Department of Education Application Control Center GSA Building, Room 3633 (Mail Stop 4725) 7th & D Streets, S.W. Washington, D. C. 20202 Hand-carried proposals must be delivered by entering through the 'D' Street entrance of the building and stopping at the Guard's Desk. Page 72 of 98 RFP-98-002 Offerors are directed to call the Application Control Center (ACC) at 708-8493. Offerors should indicate for which RFP number they are submitting a proposal and should have proper identification. Offerors will be required to sign in and be escorted to ACC where the proposal will be officially received. Offerors should consider this delay in meeting the time specified for proposal receipt. You may, at your discretion, submit alternate proposals, or proposals which deviate from the requirements; PROVIDED, that you also submit a proposal for performance of the work, as specified in the statement of work. These proposals may be considered if overall performance would be improved or not compromised and if they are in the best interest of the Government. Alternate proposals, or deviations from any requirements of this RFP, must be clearly identified. The Government will evaluate proposals in accordance with the evaluation criteria set forth in Section M of this request for proposals. Offerors are encouraged to submit proposals on recycled paper with a high post-consumer waste content. It is understood that your proposal will become part of the official contract file. The RFP does not commit the Government to pay any cost for the preparation and submission of a proposal. In addition, the Contracting Officer is the only individual who can legally commit the Government to the expenditure of public funds in connection with this proposed acquisition. To assist you in the preparation of your proposal, the Government estimates the effort to perform this contract to be as stated below. These numbers are furnished for the offeror's information only and are not considered restrictive for proposal purposes. Offerors shall submit all questions by 2:00 p.m., December 2, 1997. Written questions regarding technical and administrative issues in the Statement of Work shall be addressd to the US Department of Education, Contracts and Purchasing Operations, GSA- NCR Building, Seventh and D Streets SW, Room 3636, Washington, DC 20202-4444, ATTN: Pamela J. Kontz. Labor Category Staff Hours 1. Professional (base plus all option years 47,585 2. Clerical/Support (base plus all option y 19,765 L.3 TECHNICAL PROPOSAL INSTRUCTIONS (ED 311-3) (MARCH 1986) Proposals which merely offer to conduct a program in accordance with the requirements of the Government's scope of work will not be eligible for award. You must submit an explanation of the Page 73 of 98 RFP-98-002 proposed technical approach in conjunction with the tasks to be performed in achieving the project objectives. A detailed work plan must be submitted indicating how each aspect of the statement of work is to be accomplished. Your technical approach should be in as much detail as you consider necessary to fully explain your proposed technical approach or method. The technical proposal should reflect a clear understanding of the nature of the work being undertaken. The technical proposal must include information on how the project is to be organized, staffed, and managed. Information should be provided which will demonstrate your understanding and management of important events or tasks. You must explain how the management and coordination of consultant and/or subcontractor efforts will be accomplished. The technical proposal must include a list of names and proposed duties of the professional personnel, consultants, and key subcontractor employees assigned to the project. Their resumes should be included and should contain information on education, background, recent experience, and specific requirement related or technical accomplishments. The approximate percentage of time each individual will be available for this project must be included. The proposed staff hours for each of the above individuals should be allocated against each task or subtask for the project. The technical proposal must provide the general background, experience, and qualifications of the organization. Similar or related contracts, subcontracts, or grants should be included and contain the name of the customer, contract or grant number, dollar amount, time of performance, and the names and telephone numbers of the contracting officer's technical representative or project officer and contracting/grants officer. The technical proposal must contain a discussion of present or proposed facilities and equipment which will be used in the performance of the contract. The technical proposal must be prepared and submitted in the following format: TECHNICAL PROPOSAL INSTRUCTIONS 1. General Plan The offeror shall provide the approach and general plan for organizing, developing and completing all task in the SOW (Section 200). The offeror shall specify and explain the procedures for completing the various tasks. The offeror shall provide a complete description of the following deliverables: (1) a complaint resolution procedure Page 74 of 98 RFP-98-002 for addressing customer complaints; (2) a peer review process for identifying WEEA-developed materials to be published; (3) a peer review process for identifying non WEEA-developed materials to be recommended for use by educators and others; and (4) a proposed quality control plan. Also, the offer shall provide examples of: (1) the types of articles on current gender equity issues to be published in the WEEA Digest; and (2) examples of the gender equity professional development courses to be offered online. 2. Management Plan and Schedule The offerer shall show the feasibility of implementing the technical approach through the effective and efficient use of resources. The offeror shall present a clear description of the working relationships among personnel, including consultants and subcontractors. Also, the offeror shall present a time chart that specifies the amount of time (in person hours) each person is committed to completing each task including subcontractors and ancillary personnel. The offeror shall provide the expected end date for each task (i.e. task deliverables) and major subtasks, preferably in calendar weeks or months from the beginning date of the contract. The offeror shall provide milestones in calendar weeks or months from the beginning date of the contract for items such as key events, deliverables, and for ED approval of performed work. 3. Organizational Capability and Experience The proposal shall describe and document the availability of facilities and equipment critical to program performance. Evidence (other than staff competence) is to be provided of organizational experience and commitment related to the purposes and tasks of this project as listed in the statement of work. The offeror shall include summaries (not to exceed one page) of related experience. 4. Current Contractual Obligations The offeror shall indicate the time commitments to both Federal and non-Federal current and proposed obligations (as well as outside consulting assignments) by key personnel who will be assigned to this contract during the next year. The offeror shall identify assigned personnel by name, position, and the percentage of time allocated to those and pending contractual obligations. 5. Project Staff The offeror shall document the background experience of professional and supporting staff. Consultants utilized during the project will be chosen on the basis of their appropriateness and qualifications. Evidence of their intent Page 75 of 98 RFP-98-002 to participate shall be provided; off-the-shelf vitae will not suffice. 7. Abstract. (limit - 2 pages, double-spaced) Describe all essential components of the proposal, including objectives, activities, outcomes, and importance of the effort. If the proposal is accepted, the abstract will serve as an immediate, concise statement of project goals, methodology, and organization. 8. All pages of the proposal shall be number consecutively. L.4 PAST PERFORMANCE REPORT (ED 314-1) (MAR 1996) Each offeror shall submit the following information as a separately bound part of its proposal for both the offeror and proposed major subcontractors. Major, as defined here and in the remainder of sections L and M regarding past performance, is any subcontractor that is subcontracted for a minimum of 25% of the total contract amount. If the offeror has no relevant corporate or organizational past performance, the offeror may substitute past performance of its management or proposed key personnel. Subcontractors who submit the past performances form must have the prime contractors', for whom they are subcontracting with in this procurement, name on the form also. A. Each offeror shall submit information about its most recent four contracts, completed in the last three years or currently in process, which are of similar size, scope, complexity or, in any way, are relevant to the effort required by this solicitation. If the offeror's last four similar contracts are all currently in process, submit the last three similar contracts currently in process, and the most recent similar contract completed within the last three years. Contracts listed may include those entered into by the Federal Government, agencies of State and local governments and commercial customers. Contracts with the parent or an affiliate of the offeror may not be used. Include the following information for each contract and subcontract: 1. Identification a. Name of the contracting activity b. Program title or product name c. Contract number d. Contract type e. Period of performance, including all option periods f. Contract Value: (1) Initial projected total contract amount including all option periods (2) Final or current projected total contract amount including all option periods g. Points of Contact (1) Contracting officer and telephone and fax Page 76 of 98 RFP-98-002 number and e-mail address (if known) (2) Administrative contracting officer, if different from above, and telephone and fax number and e-mail address (if known) (3) Program manager, COTR or technical officer and telephone and fax number and e-mail address (if known) 2. Work performed and relevance a. Brief synopsis of work performed b. Brief discussion of how the work performed is relevant to the statement of work in this solicitation c. Brief, specific examples of the offeror's high quality performance 3. If any of the listed contracts are award-fee or incentive contracts, include a table showing fees awarded and the minimum and maximum available fee for each period. 4. Paragraph E. below requires you to send a copy of the "Contractor Information Form" to each of your references. In your past performance report, include: a. The date you sent the "Contractor Information Form" to each reference. b. How you sent it (e.g., fax, mail, express delivery service, courier, e-mail, etc.). c. To whom you sent it including telephone and fax number and e-mail address (if known). B. The offeror may provide information on problems encountered on the contracts and subcontracts identified in A above and corrective actions taken to resolve those problems. Other than the information requested in A above, offerors should not provide general information on their performance on the identified contracts. General performance information will be obtained from the references. C. Offerors should understand the difference between experience and past performance. Experience reflects the offeror's capability of performing a requirement. Past performance reflects how well it has performed similar requirements. In assessing past performance, the quality of the offeror's past performance is of primary significance, not the quantity of previous contracts performed. An offeror's experience will be evaluated in the technical proposal. For further guidance on including information on experience or how experience will be evaluated refer to the technical proposal instructions and evaluation criteria. D. The offeror may describe any quality awards or certifications that indicate the offeror possesses a high-quality Page 77 of 98 RFP-98-002 process for developing and producing the product or service required. Such awards or certifications include, for example, the Malcolm Baldrige Quality Award, other government quality awards, and private sector awards or certifications (e.g., the automobile industry's QS 9000, Sematech's SSQA, or ANSI/EIA-599). Identify which segment of the company (one division or the entire company) received the award or certification. Describe when the award or certification was bestowed. If the award or certification is over three years old, present evidence that the qualifications still apply. Information about awards will be considered in evaluation of each of the past performance subfactors described in Section M. The offeror may describe how the award relates to one or more of the subfactors. E. No later than the date proposals are due under this solicitation (see Block 9 of Standard Form 33), send a copy to each of your four references of the "Contractor Performance Information" form attached to this solicitation. Ask each reference to complete the form and return it to the contracting officer as prescribed on the form. Completed forms from references are due l0 calendar days after the date proposals are due under this solicitation. Request that the reference please return the completed form to the contracting officer by this date. Do not ask the reference to give you a copy of the completed form or any information therefrom. F. Each offeror will be evaluated on its performance under existing and prior contracts for similar products or services. Performance information will be used for both responsibility determinations and as an evaluation factor against which offerors' relative rankings will be compared to assure best value to the government. The government will focus on information that demonstrates quality of performance relative to the size and complexity of the procurement under consideration. The "Contractor Performance Information" form identified in Section J will be used to collect this information. References other than those identified by the offeror may be contacted by the Government with the information received used in the evaluation of the offeror's past performance. L.5 BUSINESS PROPOSAL INSTRUCTIONS (ED 311-4A) (JUL 1996) The offeror(s) business proposal must contain the following information. This RFP may contain additional RFP-specific business proposal instructions elsewhere in Section L or in Section J. A. Standard Form 33, "Solicitation, Offer and Award", the Special Provision article entitled "Contract Administrator," and "Representations, Certifications, and Other Statements of Offerors or Quoters of Section K" must be properly filled out and signed by an official authorized to bind the offeror. Your proposal must stipulate that it is predicated upon all the terms and conditions of this RFP. Page 78 of 98 RFP-98-002 B. The information, if any, required by the provision FAR 52.215-41, "Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data, Alternative IV" as incorporated in Section L of this solicitation. C. Property and equipment - It is ED policy that contractors provide all equipment and facilities necessary for performance of contracts; however, in some instances, an exception may be granted to furnish Government-owned property or to authorize purchase with contract funds. If additional equipment must be acquired, you must include in your proposal the description and estimated cost of each item, and whether you propose to acquire the item with your own funds. The description shall include the following elements for individual items which will exceed $1,000 in cost: (1) A brief statement of function; (2) manufacturer and manufacturer's brand name, model or part number; and (3) vendor and its proposed price. You must identify all Government-owned property in your possession and all property acquired from Federal funds, to which you have title, that is proposed to be used in the performance of the prospective contract. D. Other Administrative Details: (1) The proposal shall list the names and telephone numbers of persons authorized to conduct negotiations. (2) Block 12 of Standard Form 33 must contain a Statement to the effect that your offer is firm for a period of at least 60 calendar days from the date of receipt of offers specified by the Government. E. Responsibility of Prospective Contractor - In order for an offeror to receive a contract, the contracting officer must first make an affirmative determination that the prospective contractor is responsible in accordance with the provisions of FAR 9.104. To assist the contracting officer in this regard, the offeror shall supply sufficient categorical descriptions and statements to establish the following: (1) The offeror's financial capability; including detail for the accounting system and controls employed by the offeror; (2) the offeror's capability to meet delivery or performance schedules; (3) the offeror's record of business integrity; Page 79 of 98 RFP-98-002 (4) the offeror's possession of necessary organizational experience, technical skills or the ability to obtain them; (5) the offeror's possession of necessary facilities; or the ability to obtain them; and (6) the offeror's compliance with subcontract requirements; and (7) any other special considerations involved in the acquisition. F. The attached vendor payment Enrollment Form is not required to be submitted with your proposal. However, be aware, that should you be awarded this contract, a properly completed Enrollment Form must be submitted to the contracting officer within 5 days of contract award. Please ensure that you have available the financial information required on the form, as payment on this contract will be accomplished through EFT. NOTE: THESE DESCRIPTIONS AND STATEMENTS SHOULD ALSO BE INCORPORATED IN THE TECHNICAL PROPOSAL, AS CONDUCIVE OF SEPARATE EXAMINATION BY THE TECHNICAL EVALUATORS DURING THE PROCESS OF TECHNICAL EVALUATION. L.6 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (FAR 52.215-41, ALTERNATE IV) (OCT 1995) (a) Submission of cost or pricing data is not required. (b) Provide information described below: As part of its business proposal, the offeror shall submit information to help the contracting officer determine the of the proposed price and assess cost realism. The offeror should include at least the following information: The estimated cost and fixed-fee (if any) for the base contract period and for any option periods; Salaries of proposed key personnel; Number of hours proposed for key personnel; Indirect cost rates used in preparing the cost proposal; Any property or equipment costing over $l,000 proposed for purchase; and Significant assumptions used, such as inflation rates for subsequent years. The offeror may use Standard Form l448, Proposal Cover (Cost or Pricing Data Not Required) or its own format for this Page 80 of 98 RFP-98-002 information. Instructions for completing SF l448 are in Table l5-3 at FAR l5.804-6. The offeror may include other information to show that the offeror can complete the work at the proposed price. The contracting officer reserves the right to require cost pricing data if the contracting officer subsequently determines that none of the exceptions under FAR l5.804-l apply and that the amount exceeds the threshold at FAR l5.804-2(a)(l). (End of provision) L.7 SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN (FAR 52.219-9) (OCT 1995) (a) This clause does not apply to small business concerns. (b) "COMMERCIAL PRODUCT," as used in this clause, means a product in regular production that is sold in substantial quantities to the general public and/or industry at established catalog or market prices. It also means a product which, in the opinion of the Contracting Officer, differs only insignifi- cantly from the contractor's commercial product. "SUBCONTRACT," as used in this clause, means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract. (c) The offeror, upon request by the Contracting Officer, shall submit and negotiate a subcontracting plan, where applicable, which separately addresses subcontracting with small business concerns, with small disadvantaged business concerns and with women-owned small business concerns. If the offeror is submit- ting an individual contract plan, the plan must separately address subcontracting with small business concerns, small disadvantaged business concerns, and women-owned small business concerns with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate the subcontracting plan shall make the offeror ineligible for award of a contract. (d) The offeror's subcontracting plan shall include the following: (1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for the use of small business concerns, small disadvantaged business concerns and women- owned small business concerns as subcontractors. The Page 81 of 98 RFP-98-002 offeror shall include all subcontracts that contribute to contract performance, and may include a proportionate share of products and services that are normally allocated as indirect costs. (2) A statement of: (i) Total dollars planned to be subcontracted; (ii) Total dollars planned to be subcontracted to small business concerns; (iii) Total dollars planned to be subcontracted to small disadvantaged business concerns; and (iv) Total dollars planned to be subcontracted to women-owned small business concerns. (3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned for subcontracting to: (i) small business concerns; (ii) small disadvantaged business concerns; and (iii) women-owned small business concerns. (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, the Procurement Automated Source System (PASS) of the Small Business Administration, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce, or small, small disadvantaged business concerns and women-owned small business concerns trade associations). A firm may rely on PASS as its small business source list. Use of the PASS as its source list does not relieve a firm of its responsibilities (i.e., outreach, assistance, counseling, pubicizing subcontracting opportunities) in this clause. (6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportinate share of indirect costs to be incurred with (i) small business concerns; (ii) small disadvantaged business concerns; and (iii) small women-owned business concerns. (7) The name of individual employed by the offeror who will administer the offeror's subcontracting program, and a description of the duties of the individual. (8) A description of the efforts the offeror will make to assure that small, small disadvantaged and women-owned Page 82 of 98 RFP-98-002 smaall business concerns have an equitable opportunity to compete for subcontracts. (9) Assurances that the offeror will include the clause on this contract entitled "Utilization of Small, Small Disadvantaged and Women-Owned Small Business Concerns" in all subcontracts that offer further subcontracting opportunities, and that the offeror will require all subcontractors (except small business concerns) who receive subcontracts in excess of $500,000 ($1,000,000 for construction of any public facility), to adopt a plan similar to the plan agreed to be the offeror. (10) Assurances that the offeror will: (i) cooperate in any studies or surveys as may be required, (ii) submit periodic reports in order to allow the Government to determine the extent of compliance by the offeror with the subcontracting plan, (iii) submit Standard Form (SF) 294, Subcontracting Report for Individual Contracts, and/or SF 295, Summary Subcontract Report, in accordance with the instructions on the forms, and (iv) ensure that its subcontractors agree to submit Standard Form 294 and 295. (11) A recitation of the types of records the offeror will maintain to demonstrate procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of its efforts to locate small, small disadvantaged and women-owned small business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated): (i) Source lists (e.g., PASS), guides, and other data that identify small, small disadvantaged and women-owned small business concerns. (ii) Organizations contacted in an attempt to locate sources that are small, small disadvantaged and women-owned small business concerns. (iii) Records on each subcontract solicitation resulting in an award of more than $100,000, indicating: (a) whether small business concerns were solicited and if not, why not, (b) whether small disadvantaged business concerns were solicited and if not, why not, (c) whether women-owned small business concerns were solicited and if not, why not, and Page 83 of 98 RFP-98-002 (d) if applicable, the reason award was not made to a small business concern. (iv) Records of any outreach efforts to contact: (a) trade associations, (b) business development organizations, and (c) conferences and trade fairs to locate to locate small, small disadvantaged and women- owned small business sources. (v) Records of internal guidance and encouragement provided to buyers through: (a) workshops, seminars, training, etc., and (b) monitoring performance to evaluate compliance with the program's requirements. (vi) On a contract-by-contract basis, records to support award data submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having company or division-wide annual plans need not comply with this requirement. (e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the Contractor shall perform the following functions: (1) Assist small, small disadvantaged and women-owned small businessconcerns by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor's lists of potential small, small disadvantaged, and women-owned small business subcontractors are excessively long, reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2) Provide adequate and timely consideration of the potentialities of small, small disadvantaged and women- owned small business concerns in all "make-or-buy" decisions. (3) Counsel and discuss subcontracting opportunities with representatives of small, small disadvantaged and women- owned small business firms. (4) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small, small disadvantaged or women-owned small business for the purpose of obtaining a subcontract that is to be included a part or all of a goal contained in the Contractor's subcontracting plan. Page 84 of 98 RFP-98-002 (f) A master subcontracting plan on a plant or division-wide basis which contains all the elements required by (d) above, except goals, may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause; provided, (1) the master plan has been approved, (2) the offeror provides copies of the approved master plan and evidence of its approval to the Contracting Officer, and (3) goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (g) (1) If a commercial product is offered, the subcontracting plan required by this clause may relate to the offeror's production generally, for both commercial and noncommercial products, rather than solely to the Government contract. In these cases, the offeror shall, with the concurrence of the Contracting Officer, submit one company-wide or division-wide annual plan. (2) The annual plan shall be reviewed for approval by the agency awarding the offeror its first prime contract requiring a subcontracting plan during the fiscal year, or by an agency satisfactory to the Contracting Officer. (3) The approved plan shall remain in effect during the offeror's fiscal year for all of the offeror's commercial products. (h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for award of the contract. (i) The failure of the Contractor or subcontractor to comply in good faith with: (1) the clause of this contract entitled "Utilization of Small, Small Disadvantaged Business and Women-Owned Small Business Concerns," or (2) an approved plan required by this clause, shall be a material breach of the contract. L.8 CONDITION ON TRANSMISSION OF PROPOSALS (ED 311-18) (AUGUST 1988) Offerors are directed to the provision entitled "Late Submissions, Page 85 of 98 RFP-98-002 Modifications, and Withdrawals of Proposals" in this section and the conditions thereunder for possible consideration of late proposals. The Government shall not be responsible for the performance of delivery by those telegraphic agents or mail carriers employed by the offerors, including the U.S. Postal Service. Accordingly, delivery to other than the office specified in Block 9 of the Standard Form 33 shall not serve as additionalexcuse for consideration of a late submission. L.9 UNNECESSARILY ELABORATE PROPOSALS OR QUOTATIONS (FAR 52.215-7) (APRIL 1984) Unnecessarily elaborate brochures or other presentations beyond those sufficient to present a complete and effective response to this solicitation are not desired and may be construed as an indication of the offeror's or quoter's lack of cost consciousness. Elaborate art work, expensive paper and bindings, and expensive visual and other presentation aids are neither necessary nor wanted. L.10 ACKNOWLEDGEMENT OF AMENDMENTS TO SOLICITATIONS (FAR 52.215-8) (NOVEMBER 1988) (a) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. (b) Offerors shall acknowledge receipt of any amendment to this solicitation (1) by signing and returning the amendment; (2) by identifying the amendment number and date in the space provided for this purpose on the form for submitting an offer; or (3) by letter or telegram. The Government must receive the acknowledgement by the time specified for receipt of offers. L.11 SUBMISSION OF OFFERS (FAR 52.215-9) (MAR 1997) (a) Offers and modifications thereof shall be submitted in sealed envelopes or packages (1) addressed to the office specified in the solicitation and (2) showing the time and date specified for receipt, the solicitation number, and the name and address of the offeror. (b) Offerors using commercial carrier services shall ensure that the bid is addressed and marked on the outermost envelope or wrapper as prescribed in subparagraphs (a)(l) and (2) of this provision when delivered to the office specified in the solicitation. (c) Telegraphic offers will not be considered unless authorized by the solicitation; however, offers may be modified by written or telegraphic notice, if that notice is received by the time specified for receipt of offers Page 86 of 98 RFP-98-002 (d) Item samples, if required, must be submitted within the time specified for receipt of offers. Unless otherwise specified in the solicitation, these samples shall be (1) submitted at no expense to the Government and (2) returned at the sender's request and expense, unless thay are destroyed during preaward testing. (e) Offers submitted by electronic commerce shall be considered only if the electronic commerce method was specifically stipulated or permitted by the solicitation. L.12 RELEASE OF RESTRICTED DATA (EDAR 3452.215-70) (AUG 1987) (A) Offerors are hereby put on notice that regardless of their use of the legend set forth in FAR 52.215-12, "Restriction on Disclosure and Use of Data", the Government may be required to release certain data contained in the proposal in response to a request for the data under the Freedom of Information Act. The Government's determination to withhold or disclose a record will be based upon the particular circumstance involving the data in question and whether the data may be exempted from disclosure under the Freedom of Information Act. In accordance with Executive Order 12600 and to the extent permitted by law, the Government will notify the offeror before it releases restricted data. (B) By submitting a proposal or quotation in response to this solicitation: (1) The offeror acknowledges that the Department may not be able to withhold nor deny access to data requested pursuant to the Act and that the Government's FOI officials shall make that determination; (2) The offeror agrees that the Government is not liable for disclosure if the Department has determined that disclosure is required by the Act; (3) The offeror acknowledges that proposals not resulting in a contract remain subject to the Act; and (4) The offeror agrees that the Government is not liable for disclosure or use of unmarked data and may use or disclose the data for any propose, including the release of the information pursuant to requests under the Act. (C) Offerors are cautioned that the Government reserves the right to reject any proposal submitted with (1) a restrictive legend or statement differing in substance from the one required by the solicitation provision in FAR 52.215-12, "Restriction on Disclosure and Use of Data", or (2) a statement taking exceptions Page 87 of 98 RFP-98-002 to the terms of (a) or (b) of the provision. L.13 RESTRICTION ON DISCLOSURE AND USE OF DATA (FAR 52.215-12) (APRIL 1984) Offerors or quoters who include in their proposals or quotations data that they do not want disclosed to the public for any purpose or used by the Government except for evaluation purposes, shall -- (a) Mark the title page with the following legend: "This proposal or quotation includes data that shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this proposal or quotation. If, however, a contract is awarded to this offeror or quoter as a result of -- or in connection with -- the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government's right to use information contained in this data if it is obtained from another source without restriction. The data subject to the restriction are contained in sheets [insert numbers or other identification of sheets]"; and (b) Mark each sheet of data it wishes to restrict with the following legend: "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation." L.14 PREPARATION OF OFFERS (FAR 52.215-13) (APRIL 1984) (A) Offerors are expected to examine the drawings, specifications, Schedule, and all instructions. Failure to do so will be at the offeror's risk. (B) Each offeror shall furnish the information required by the solicitation. The offeror shall sign the offer and print or type its name on the Schedule and each continuation sheet on which it makes an entry. Erasures or other changes must be initialed by the person signing the offer. Offers signed by an agent shall be accompanied by evidence of that agent's authority, unless that evidence has been previously furnished to the issuing office. (C) For each item offered, offerors shall (1) show the unit price/cost, including, unless otherwise specified, packaging, for the quantity of each item offered in the "Amount" column of the Schedule. In case of discrepancy between a unit price/cost and an extended price/cost, the unit price/cost will be presumed to be correct, subject; however, to correction to the same extent and in the same manner as any other mistake. (D) Offers for supplies or services other than those specified Page 88 of 98 RFP-98-002 will not be considered unless authorized by the solicitation. (E) Offerors must state a definite time for delivery of supplies or for performance of services, unless otherwise specified in the solicitaion. (F) Time, if stated as a number of days, will include Saturdays, Sundays, and holidays. L.15 SUBMISSION OF OFFERS IN U.S. CURRENCY (FAR 52.214-35) (APRIL 1991) Offers submitted in response to this solicitation shall be in terms of U.S. dollars. Offers received in other than U.S. dollars shall be rejected. L.16 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW (FAR 52.222-24) (APRIL 1984) An award in the amount of $1 million or more will not be made under this solicitation unless the offeror and each of its known first-tier subcontractors (to whom it intends to award a subcontract of $1 million or more) are found, on the basis of a compliance review, to be able to comply with the provisions of the Equal Opportunity clause of this solicitation. L.17 EXPLANATION TO PROSPECTIVE OFFERORS (FAR 52.215-14) (APRIL 1984) Any prospective offeror desiring an explanation or interpretation of the solicitation, drawings, specification, etc., must request it in writing soon enough to allow a reply to reach all prospective offerors before the submission of their offers. Oral explanations or instructions given before the award of the contract will not be binding. Any information given to a prospective offeror concerning a solicitation will be furnished promptly to all other prospective offerors as an amendment of the solicitation, if that information is necessary in submitting offers or if the lack of it would be prejudicial to any other prospective offerors. L.18 LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF PROPOSALS (FAR 52.215-10) (MAY 1997) (a) Any proposal received at the office designated in the solicitation after the exact time specified for receipt of offers will not be cconsidered unless it is received before award is made and - (1) It was sent by registered or certified mail not later than the fifth calendar day before the date specified for receive of offers (e.g., an offer submitted in response to a solicitation requiring receipt of offers by the 20th of the month must have been Page 89 of 98 RFP-98-002 mailed by the l5th); (2) It was sent by mail (or telegram or facsimile, if authorized) or hand-carried (including delivery by a commercial carrier) if it is determined by the Government that the late receipt was due primarily to Government mishandling after receipt at the Government installation; (3) It was sent by U.S. Postal Service Express Mail Next Day Service-Post Office to Addressee, not later than 5:00 p.m. at the place of mailing two working days prior to the date specified for receipt of proposals. The term "working days" excludes weekends and U.S. Federal holidays. (4) It was transmitted through an electronic commerce method authorized by the solicitation and was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of proposals; (5) There is acceptable evidence to establish that it was received at the activity designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers, and the Contracting Officer determines that accepting the late offer would not unduly delay the procurement; or (6) It is the only proposal received. (b) Any modification of a proposal or quotation, including a modification resulting from the Contracting Officer's request for "best and final" offer, is subject to the same conditions as in subparagraphs (a)(1) through (1)(5) of this provision. (c) The only acceptable evidence to establish the date of mailing of a late proposal or modification sent either by U.S. Postal Service registered or certified mail is the U.S. or Canadian Postal Service postmark both on the envelope or wrapper and on the original receipt from the U.S. or Canadian Postal Service. Both postmarks must show a legible date or the proposal, quotation, or modification shall be processed as if mailed late. "Postmark" means a printed, stamped, or otherwise placed impression (exclusive of a postage meter machine impression) that is readily identifiable without further action as having been supplied and affixed by employees of the U.S. or Canadian Postal Service on the date of mailing. Therefore, offerors or quoters should request the postal clerks to place a legible hand cancellation bull's-eye postmark on both the receipt and the envelope or wrapper. (d) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the proposal wrapper, other documentary evidence of Page 90 of 98 RFP-98-002 receipt maintained by the installation, or oral testimony or statements of Government personnel. (e) The only acceptable evidence to establish the date of mailing of a late offer, modification, or withdrawal sent by Express Mail Next Day Service-Post Office to Addressee is the date entered by the post office receiving clerk on the "Express Mail Next Day Service - Post Office to Addressee" label and the postmark on both the envelope or wrapper and on the original receipt from the U.S. Postal Service, "Postmark" has the same meaning as defined in paragraph (d) of this provision, excluding postmarks of the Canadian Postal Service. Therefore, offers or quoters should request the postal clerk to place a legible hand cancellation bull's-eye postmark on both the receipt and the envelope or wrapper. (f) Notwithstanding paragraph (A) above, a late modification of an otherwise successful proposal that makes its terms more favorable to the Government will be considered at any time it is received and may be accepted. (g) Proposals may be withdrawn by written notice or telegram (including mailgram) received at any time before award. If the solicitation authorizes facsimile proposals, proposals may be withdrawn via facsimile received at any time before award, subject to conditions specified in the provision entitled "Facsimile Proposals." Proposals may be withdrawn in person by an offeror or an authorized representative, if the representative's identity is made known and the representative signs a receipt for the proposal before award. L.19 FAILURE TO SUBMIT OFFER (FAR 52.215-15) (MAY 1997) Recipients of this solicitation not responding with an offer should not return this solicitation, unless it specifies otherwise. Instead, for paper transactions, they should advise the issuing office by letter, postcard, or established electronic commerce methods, whether they want to receive future solicitations for similar requirements. Electronic solicitations do not require notification of desire to receive future solicitations, since these solicitations will be openly available to any interested party. If a recipient does not submit an offer and does not notify the issuing office that future solicitations are desired, the recipient's name may be removed from the applicable mailing list. (End of Provision) L.20 CONTRACT AWARD (FAR 52.215-16) (OCT 1995) (A) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to Page 91 of 98 RFP-98-002 the solicitation will be most advantageous to the Government, cost or price and other factors, specified elsewhere in this solicitation, considered. (B) The Government may (1) reject any or all offers, (2) accept other than the lowest offer, and (3) waive informalities and minor irregularities in offers received. (C) The Government intends to evaluate proposals and award a contract after conducting written or oral discussions with all responsible offerors whose proposals have been determined to be within the competitive range. However, each initial offer should contain the offeror's best terms from a cost or price and technical standpoint. (D) The Government may accept any item or combination of items, unless doing so is precluded by a restrictive limitation in the solicitation or the offer. (E) A written award or acceptance of offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer, as provided in paragraph (D) above), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. Negotiations conducted after receipt of an offer do not constitute a rejection or counter offer by the Government. (F) Neither financial data submitted with an offer, nor representations concerning facilities or financing, will form a part of the resulting contract. However, if the resulting contract contains a clause providing for price reduction for defective cost or pricing data, the contract price will be subject to reduction if cost or pricing data furnished is incomplete, inaccurate, or not current. (G) The Government may determine that an offer is unacceptable if the prices proposed are materially unbalanced between line items or subline items. An offer is materially unbalanced when it is based on prices significantly less than cost for some work and prices which are significantly overstated in relation to cost for other work, and if there is a reasonable doubt that the offer will result in the lowest overall cost to the Government, even though it may be the low evaluated offer, or it is so unbalanced as to be tantamount to allowing as advance payment. (H) The Government may disclose the following information in post- award debriefings to other offerors: (1) the overall evaluated cost or price and technical rating of the successful offeror; (2) the overall ranking of all the offerors, when any ranking was developed by the agency during source selection; (3) a summary of the rationale for award; and (4) for acquisitions of commercial end items, the make and model of the item to be delivered by the successful offeror. (End of provision). Page 92 of 98 RFP-98-002 L.21 PROVISION FOR EVALUATION FACTOR AMENDMENTS (ED 311-7) (MARCH 1986) It is hereby provided that the evaluation factors for award under Section M herein shall not be modified except by a formal amendment to this solicitation and that no factors other than those set in that section shall be used in the evaluation of the technical proposals. L.22 FORMS CLEARANCE PROCESS (ED 311-5) (MARCH 1986) Reference is made to the General Provision entitled "Paperwork Reduction Act." If the contractor has proposed the use of any plan, questionnaire, interview guide or other similar device which calls either for answers to identical questions from ten or more persons other than Federal employees or information from Federal employees which is outside the scope of their employment, any of which is to be used by the Federal Government or disclosed to third parties, clearances from the Deputy Under Secretary for Management or his/her delegate within the Department of Education and the Office of Management and Budget shall first be obtained. Those should be expected to take at least 120 days together. Offerors' proposals shall accordingly reflect that 120 day period in proposal timelines if the Paperwork Reduction Act is applicable. L.23 SERVICE OF PROTESTS (FAR 52.233-2) (AUG 1996) ^ (A) Protests, as defined in Section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the General Accounting Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from the Contracting Officer specified in block l0 of SF-33. (B) The copy of any protest shall be received in the office designated above within one day of filing a protest with GAO. (End of Provision) L.24 FACILITIES CAPITAL COST OF MONEY (FAR 52.215-30) (SEPT 1987) (Note: This provision only applies to commercial organizations that are subject to the cost principles in FAR Subpart 31.2.) (a) Facilities capital cost of money will be an allowable cost under the contemplated contract if the criteria for allowability in subparagraph 31.205-10(a)(2) of the Federal Acquisition Regulation are met. One of the allowability criteria requires the prospective contractor to propose facilities capital cost of money in its offer. Page 93 of 98 RFP-98-002 (b) If the prospective Contractor does not propose this cost, the resulting contract will include the clause Waiver of Facilities Capital Cost of Money. L.25 ADDITIONAL BUSINESS PROPOSAL INSTRUCTIONS In addition to those business proposal instructions listed previously in this section, the offeror shall include in their business proposal the following: 1) A breakdown of the costs of the contract by quarter for the base year and all option years. 2) A breakdown of the costs of the contract by year for the base year and all option years. 3) A re-cap of the costs for the entire project. 4) A summary explanation of all proposed costs. Page 94 of 98 RFP-98-002 SECTION M - EVALUATION FACTORS FOR AWARD M.1 EVALUATION FACTORS FOR AWARD (ALTERNATE I) (ED 312-2) (FEB 1996) (A) The Government will make award to the responsible offeror(s) whose offer conforms to the solicitation and is most advantageous to the Government, cost or price and other factors considered. For this solicitation, price will be a substantial factor in source selection, however quality factors (including technical merit and past performance), considered together, are significantly more important than cost or price. The contracting officer will determine whether the difference in quality is worth the difference in cost or price. (B) Past Performance 1. Each offeror's past performance will be evaluated based on the subfactors below. The past performance rating will be combined with the technical rating at a ratio of 36% past performance to technical to produce a combined quality rating. The relative importance of combined quality factors to cost or price is described in paragraph M.1(A). 2. Past performance subfactors: a. Quality of Product or Service - compliance with contract requirements - accuracy of reports - appropriateness of personnel - technical excellence. b. Problem Resolution - anticipates and avoids or mitigates problems - satisfactorily overcomes or resolves problems - prompt notification of problems - pro-active - effective contractor-recommended solutions. c. Cost Control - within budget - current, accurate and complete billings - costs properly allocated - unallowable costs not billed - relationship of negotiated costs to actual - cost efficiencies. d. Timeliness of Performance - meets interim milestones - reliable - stays on schedule despite problems - responsive to technical direction - completes on time, including wrap-up and contract administration - no liquidated damages assessed. e. Business Relations - effective management - use of performance-based management techniques - business-like concern for the customer's interests - effective management and selection of subcontractors - effective small/small disadvantaged business subcontracting program - reasonable/cooperative behavior - effective use of technology in management and communication - flexible - minimal staff turnover - maintains high Page 95 of 98 RFP-98-002 employee morale - resolves disagreements without being unnecessarily litigious. f. Customer Service - understands and embraces service and program goals - team approach with the customer - satisfaction of end users with the contractor's service - positive customer feedback - prompt responses - courteous interactions - effective escalations and referrals - initiative and proactive improvements - creative service strategies. Bonus Rating--Where the offeror has demonstrated an exceptional performance level in any of the above six subfactors, the contracting officer may give additional consideration for that factor. It is expected that this rating will be used in those rare circumstances when contractor performance clearly exceeds the performance level of "excellent." 3. Past performance evaluation will be based on information obtained from the awards and references listed in the offeror's proposal, other customers known to the Government, consumer protection organizations, and others who may have useful and relevant information. Information will also be considered regarding any major subcontractors, and key personnel records. The contracting officer will give greater consideration to information about an offeror's past performance that the contracting officer considers either more reliable or more relevant to the effort required by this solicitation. 4. Evaluation of past performance may be quite subjective, based on consideration of all relevant facts and circumstances. It will include consideration of the offeror's commitment to customer satisfaction and will include conclusions of informed judgement. 5. Award may be made from the initial offers without discussions. However, if discussions are held, offerors will be given an opportunity to discuss unfavorable past performance information obtained from references, if the offeror has not had a previous opportunity to comment on the information. The contracting officer may review recent contracts to ensure that corrective measures raised in discussions have been implemented. Prompt corrective action in an isolated instance might not outweigh an overall negative trend. 6. If an offeror, or the management or proposed key personnel for the offeror, does not have a past performance history relating to this solicitation, the offeror will receive a neutral evaluation for past performance. (C) Technical Evaluation Criteria: PROPOSAL EVALUATION CRITERIA FOR RFP WEEA RESOURCE CENTER The following criteria and weighting factors will provide the basis for evaluating each proposal. Page 96 of 98 RFP-98-002 1. Technical Approach (40 points) The proposal presents a fully described technical approach to comply with each task in Section 200 - Technical Work Requirements. The conceptualization of the proposal shows a clear understanding of the U.S. Department of Education's need for a gender equity resource center that will: (1) promote gender equity in education in the United States; (2) enable educational agencies and institutions to meet the requirements of Title IX; and (3) promote equity in education for girls and women who suffer from multiple forms of discrimination based on sex, race, ethnic origin, limited English proficiency, disability or age. In addition, the proposal reflects a clear understanding of: (1) the provision of gender equity technical assistance to a variety of customers (i.e. educators, women's organizations, local, state and Federal agencies and organizations, and the public in general); (2) use of technology to enhance the dissemination of gender equity materials and products; (3) a fair and impartial peer review process for identifying WEEA products for publication; (4) publication and dissemination of WEEA-developed products; (5) a fair and impartial peer review process for identifying high-quality nonWEEA-developed materials/products; and (6) the ability to collect data on current gender equity issues and to prepare required reports, especially in regard to the educational status of girls and women in the nation. The proposal contains a thorough quality control plan. 2. Management Plan and Schedule (20 points) The management plan provides for project control; efficient and timely use of human, physical, and financial resources; and milestones for completion of tasks and deliverables for all tasks in the scope of work. Management charts are clear and concise, particularly in regard to the general management plan, the project staffing arrangement, and the interrelationships among project staff. The plan should provide evidence of a Quality Control system/plan including an appropriate plan to overcome any difficulties to achieving the activities under this contract. 3. Personnel (15 points) The proposal demonstrates the availability of the personnel (staff, consultants, subcontractors, partners) with appropriate leadership abilities, competencies, education, and experience, as described in Section 130-Contractor Personnel of the Statement of Work. The proposal provides evidence for the experience and education of individual staff members and their specific tasks and responsibilities in performing the proposed work. The proposal provides vitae and assurances of commitment of the project for all key staff, partners, consultants, subcontractors. 4. Organization Capabilities and Experience (20 points) The proposal provides evidence of potential for national leadership on the part of the offeror. The proposal provides evidence of satisfactory and timely completion of previous work which required activities such as those listed in Section 200 - Technical Work Page 97 of 98 RFP-98-002 Requirements or of current obligations of comparable scope. 5. Resources and Facilities and Equipment (5 points) The proposal provides evidence of availability of resources (other than personnel), facilities, and equipment necessary for carrying out project tasks and describes their use in the project. FAX equipment, data and word processing microcomputers, printers, graphics, Internet and telecommunications capability necessary to carry out the requirements of the contract are available. M.2 EVALUATION OF OPTIONS (FAR 52.217-5) (JULY 1990) Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation options will not obligate the Government to exercise the option(s). Page 98 of 98