**SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS**

Contractor shall develop and conduct Consumer Compliance Basic Training
classes as outlined in section "C" Statement of Work.

![](media/image1.wmf){width="6.497916666666667in"
height="2.9861111111111113e-2in"}

**Basic Contract Period (2008/2009)**

Total course development costs (one-time) \$\_\_\_\_\_\_\_\_

Total cost to deliver each 3-day course in 2009 \$\_\_\_\_\_\_\_\_

**Option Period -- Year 2 (2010)**

#  Total costs to deliver [each]{.underline} 3-day course \$\_\_\_\_\_\_\_\_

#  

#  Total cost to revise job aids for regulatory 

#  and supervisory updates prior to first class in 2010 \$\_\_\_\_\_\_\_\_

**Option Period -- Year 3 (2011)**

#  Total costs to deliver [each]{.underline} 3-day course \$\_\_\_\_\_\_\_\_

#  

#  Total cost to revise job aids for regulatory 

#  and supervisory updates prior to first class in 2011 \$\_\_\_\_\_\_\_\_

**Option Period -- Year 4 (2012)**

#  Total costs to deliver [each]{.underline} 3-day course \$\_\_\_\_\_\_\_\_

#  

#  Total cost to revise job aids for regulatory 

#  and supervisory updates prior to first class in 2012 \$\_\_\_\_\_\_\_\_

**Option Period -- Year 5 (2013)**

# 

#  Total costs to deliver [each]{.underline} 3-day course \$\_\_\_\_\_\_\_\_

#  

#  Total cost to revise job aids for regulatory 

#  and supervisory updates prior to first class in 2013 \$\_\_\_\_\_\_\_\_

***DO NOT include travel cost estimates in this worksheet. Instructor(s)
travel costs will be reimbursed separately and according to the NCUA
Travel Manual.***

**SECTION C -- DESCRIPTION/SPECIFICATIONS/WORK STATEMENT**

**PERFORMANCE SPECIFICATIONS**

The National Credit Union Administration (NCUA) is seeking the services
of a contractor to develop and conduct basic consumer compliance
regulation training for credit union examiners as part of their
NCUA-provided training program. This class will emphasize the critical
components of compliance with certain consumer regulations in a
participatory learning environment.

**1.** [BACKGROUND:]{.underline}

NCUA is an independent regulatory agency within the executive branch of
the federal government. The National Credit Union Administration Board
manages the agency. NCUA is responsible for chartering, supervising,
examining and insuring federally chartered credit unions. NCUA's field
examiners are responsible for the on-site examination and off-site
supervision of federally chartered credit unions. In addition, NCUA
trains state-employed examiners responsible for examining and
supervising state chartered credit unions. Examiners generally work
independently or in small teams, and serve as the primary contact
between the regulator and the credit unions.

The objective of the examination is to determine the overall safety and
soundness of the credit union, the reasonableness of its operating
procedures, compliance with various agency and consumer regulations, and
the overall risk to the National Credit Union Share Insurance Fund
(NCUSIF). Examiners assess risks in seven general areas: Reputation,
Strategic, Transaction, Liquidity, Interest Rate, Credit, and
Compliance. They set a scope of examination procedures based on their
assessment in each risk area, and determine corrective actions based on
their findings. Lack of compliance with consumer laws and regulations
can affect the assessment of risk and the supervisory response in one or
more areas of risk.

**2.** [OBJECTIVE:]{.underline}

NCUA's Office of Human Resources (OHR), Division of Training and
Development (DTD) is soliciting proposals from firms with the skills and
experience necessary to design and deliver basic consumer compliance
regulations training.

The objective of this class is to develop examiners' basic understanding
of specific consumer compliance laws and regulations. Our goal is to
enhance examiner's knowledge and skills to ensure federally insured
credit unions are complying with these laws and regulations by:

-   Reference to the original documents and guidance developed by NCUA.

-   Use of highly interactive training methodologies including practical
    hands-on activities and interactive feedback techniques.

-   Development and use of highly effective learning aids for each
    consumer compliance law or regulation specified, including reference
    to additional resources, and identification of critical components
    of compliance and red flags that may indicate a violation. (Annual
    updates are required no earlier than 3 months prior to the first
    class each option year.)

-   Use of a wide variety of media and instructional tools.

Due to fluctuations in current hiring trends, NCUA cannot guarantee a
certain number of classes to be conducted each year. NCUA will require
two classes in the last quarter of 2009 and anticipates it will require
at least one to four classes each year 2010 through 2013. Based on
hiring patterns and student demand, these estimates may be higher or
lower.

Contract renewals for all classes for 2010 through 2013 are at NCUA's
option. No contract for future years shall exist until NCUA exercises
its option for each specific year.

**3.** [CLASS CONTENT:]{.underline}

[Subject Matter:]{.underline}

The class is designed to provide credit union examiners with a working
knowledge of the compliance requirements and NCUA's enforcement
responsibilities for consumer lending and deposit activities, with
emphasis on the following laws and regulations:

-   Bank Secrecy Act (including OFAC)

-   Truth in Lending Act (Regulation Z)

-   Equal Credit Opportunity Act (Regulation B)

-   Flood Disaster Protection Act

-   Fair Housing Act

-   Home Mortgage Disclosure Act (Regulation C)

-   Real Estate Settlement Procedures Act

[Key Learning Elements:]{.underline}

Using the above topics as a guideline, potential vendors should use
their own expertise and creativity to develop a suitable training
program to address consumer compliance for credit union regulators. The
training should be tailored to NCUA's regulatory philosophy on
compliance with consumer regulations, and relate to NCUA's exam and
supervision process of risk assessment and corrective actions. From a
risk perspective, the class should focus on:

1.  Understanding the critical components of compliance with the
    specified laws and regulations.

2.  Using agency resources and the internet to locate text of laws,
    regulations and related agency guidance.

3.  Accurately identifying and documenting violations using proper
    regulatory terminology and citations.

4.  Determining appropriate actions to resolve violations.

Annual updates are required for learning aids as regulatory and
supervisory guidance changes from time to time. Updates to the learning
aids are required no earlier than 3 months prior to the first class in
each option year.

It is NCUA's option to request program modifications from time to time
as critical compliance issues emerge that impact the agency's mission.

[Format:]{.underline}

Lectures shall not exceed 30% of total training time. Vendors are
encouraged to use a variety of highly interactive and participatory
learning methods such as small group activities, case studies, and
games. Vendor's creativity in the proposed class shall be considered in
evaluating each vendor's proposal.

[Target Audience and Size]{.underline}:

The target audience member has up to three years experience as a
generalist examiner. A typical class consists of approximately 36 credit
union examiners with varying degrees of knowledge and application of
consumer regulations. Prior to attending the class, the majority of
participants will have completed a self-paced training program that
provides basic knowledge about an array of consumer laws, including the
Bank Secrecy Act, Truth in Lending Act , Equal Credit Opportunity Act,
and Real Estate Settlement Procedures Act. Most examiners attending this
seminar have limited formal training on OFAC, Fair Housing Act, or Home
Mortgage Disclosure Act.

[Sessions Length:]{.underline}

NCUA anticipates this class will require one training week of three
days, approximately 18 training hours, beginning 8:30 AM Tuesday and end
at 4:30- 5:00 PM Thursday, with a one-hour to one and one-half hour
lunch break and other breaks as needed, at a minimum every 90 to 120
minutes.

4\. [Facilities, Equipment, Classroom Materials:]{.underline}

NCUA will provide space, equipment and supplies at facilities at NCUA's
discretion across the contiguous United States, or at its training
facility at NCUA headquarters: 1775 Duke Street, Alexandria, Virginia
22314. All equipment and materials requirements must be specified, in
detail, in the technical proposal, including audio visual equipment,
projectors, resource manuals, writing supplies, and duplication
assistance.

NCUA can provide duplication services for all training materials
including paper and CD's provided timely and in good condition. All
material, handouts, lesson plans and related material created by the
vendor will become the property of the U.S. Government.

5\. [Other Information]{.underline}:

To ensure continuity of program delivery, NCUA prefers the successful
vendor provide the same individual(s) to teach all classes for the
duration of the contractual relationship. If proposed instructors are
replaced at any time during the contract, NCUA reserves the right of
refusal. Vendor must notify the contracting officer's technical rep.
identified in the statement of work in writing at least 30 days before a
new instructor teaches their first class under this contract and provide
detailed information on the proposed replacement including:    i.  
Their background and qualifications,  ii.   A CD or DVD illustrating
their skills and techniques, iii.    City of departure.

The contract awarded under this RFP is for two classes in the last half
of 2009 with option to renew at NCUA's discretion, up to 4 additional
one-year periods including up to 4 classes each year. A third class in
the last quarter of 2009 may be scheduled at NCUA's option.

NCUA will select the vendor whose proposal is determined to be the most
advantageous to NCUA, cost and other factors considered. The winning
vendor understands the prohibition against use of NCUA's name, logo or
image in any advertisement, promotion, or representation of their
services.

6\. [Deliverables]{.underline}:

All documents provided as deliverables shall be provided in hard copy or
by E-mail to the point of contact by the proposal due date specified
below. Prior to selection NCUA may elect to interview any one or more
vendors' representatives.

[Point of contact for all deliverables]{.underline}

Julie Rost, Contracting Officer's Technical Representative

National Credit Union Administration

Office of Human Resources, Division of Training and Development

1775 Duke Street, Alexandria, VA 22314-3428

Phone 703-518-6522; FAX: 703-837-2731

E-mail <jrost@NCUA.GOV>

[Proposal Content:]{.underline}

When submitting proposals, vendors must provide all of the following
information:

i.  A proposed class agenda.

ii. An outline of class content and methods of delivery.

iii. Draft copies of participant course materials.

iv. Three CDs or DVDs(copies) of one 15-minute session illustrating each
    proposed instructor's course presentation/facilitation skills and
    techniques.

v.  Detailed information on the vendor's experience with

-   Credit unions.

-   Consumer compliance regulations.

-   Teaching financial institution regulators.

-   Teaching consumer compliance regulations.

-   Instructional design and development.

vi. Detailed information on all proposed instructor(s), including

-   Background and qualifications, and

-   Transportation (city of departure).

vii. A list of references and contact information, and a sampling of
     course evaluations for the vendor and proposed instructors. This
     list should consist of recent customers (within the past 24 months)
     who can attest to the abilities of the vendor and/or the
     instructors to conduct similar courses, seminars, or training
     programs.

viii. A completed price worksheet (See below).

      [Minimum Qualifications to Submit Proposals:]{.underline}

All potential vendors must have a minimum of five years of experience in
each of the following areas:

-   Teaching consumer compliance and/or related topics.

-   Working with financial institutions and consumer compliance issues.

    [Deadlines]{.underline}

    All deadlines are 4:00 PM eastern time on the following dates.

    -   Proposals due to NCUA's point of contact. November 3, 2008

    -   Anticipated award date. November 21, 2008

    -   First draft of detailed course agenda, content

and material Due to NCUA's point of contact. December 16, 2008

-   Final agenda, outline and all course

materials for first class in 2009 due to NCUA. June 22, 2009

**SECTION D - PACKAGING AND MARKING**

D.1 [Payment of Postage and Fees]{.underline}

All postage and fees related to submitting information, including forms,
reports, etc., to the Contracting Officer or the Contracting Officer's
Representative shall be paid by the Contractor.

D.2 [Marking]{.underline}

All information submitted to the Contracting Officer or the Contracting
Officer's Representative shall clearly indicate the contract number of
the contract for which the information is being submitted.

**SECTION E - INSPECTION AND ACCEPTANCE**

E.1 [Government Personnel Roles]{.underline}

> [Contracting Officer:]{.underline} The Contracting Officer has the
> overall responsibility for the administration of this contract. He
> alone, without delegation, is authorized to take actions on behalf of
> the Government to amend, modify or deviate from the contract terms,
> conditions, requirements, specifications, details and/or delivery
> schedules. However, he may delegate certain other responsibilities to
> his authorized representatives.

E.2 [Performance Evaluation]{.underline}

The successful offeror on this contract will have his performance
evaluated by NCUA. The evaluation will be used to determine suitability
for future NCUA contracts. The contractor will have the opportunity to
review and comment on the evaluation

**E.3 52.246-4 Inspection of Services\--Fixed-Price. (AUG 1996)**

> \(a\) Definition: \"Services,\" as used in this clause, includes
> services performed, workmanship, and material furnished or utilized in
> the performance of services.
>
> \(b\) The Contractor shall provide and maintain an inspection system
> acceptable to the Government covering the services under this
> contract. Complete records of all inspection work performed by the
> Contractor shall be maintained and made available to the Government
> during contract performance and for as long afterwards as the contract
> requires.
>
> \(c\) The Government has the right to inspect and test all services
> called for by the contract, to the extent practicable at all times and
> places during the term of the contract. The Government shall perform
> inspections and tests in a manner that will not unduly delay the work.
>
> \(d\) If the Government performs inspections or tests on the premises
> of the Contractor or a subcontractor, the Contractor shall furnish,
> and shall require subcontractors to furnish, at no increase in
> contract price, all reasonable facilities and assistance for the safe
> and convenient performance of these duties.
>
> \(e\) If any of the services do not conform with contract
> requirements, the Government may require the Contractor to perform the
> services again in conformity with contract requirements, at no
> increase in contract amount. When the defects in services cannot be
> corrected by reperformance, the Government may\--
>
> \(1\) Require the Contractor to take necessary action to ensure that
> future performance conforms to contract requirements; and
>
> \(2\) Reduce the contract price to reflect the reduced value of the
> services performed.
>
> \(f\) If the Contractor fails to promptly perform the services again
> or to take the necessary action to ensure future performance in
> conformity with contract requirements, the Government may\--
>
> \(1\) By contract or otherwise, perform the services and charge to the
> Contractor any cost incurred by the Government that is directly
> related to the performance of such service; or
>
> \(2\) Terminate the contract for default.

**SECTION F -- DELIVERIES OR PERFORMANCE**

F.1 [Place of Performance]{.underline}. The services to be provided
under this contract shall be provided or procured by NCUA

F.2 [Term of Contract]{.underline}. After award, the successful
contractor will be given a written notice. Services shall commence on
the date specified in the order issued to proceed. Work under this
contract is expected to commence on or about January 1, 2009. Following
is a listing of the periods of performance under the contract:

INITIAL PERIOD (2009)

OPTION 1 PERIOD (2010)

OPTION 2 PERIOD (2011)

OPTION 3 PERIOD (2012)

OPTION 4 PERIOD (2013)

F.3 [Commencement of Services:]{.underline} All services required under
this contract shall commence on the date listed on the notice to proceed
issued by the Contracting Officer.

F.4 [Option to Extend the Term of the Contract.]{.underline} The
Government shall have the unilateral option of extending the term of
this contract for four (4) one-year periods (see FAR Clause 52.217-9,
"Option to Extend the Term of the Contract,")l The terms and conditions
contained in the contract shall apply to each option exercised. Options
shall be exercised upon notification (mailed or otherwise furnished) to
the contractor at least thirty calendar days prior to the expiration of
the contract. The total duration of the contract, including the exercise
of any options, shall not exceed five (5) years.

F5. [Option to Extend Services.]{.underline} If it is determined by the
Government that for administrative, technical, legal or other reasons,
award of a successor contract cannot be made on a timely basis, the
Government shall have the unilateral option of extending the services of
this contract. Such notice of intent to extend service shall be given to
the contractor in writing at the earliest possible time, but not less
than 15 days prior to the contract expiration date (see FAR Clause
52.217-8, "Option to Extend Services," contained in Part II, Section I).

It is understood that exercise of this option will be only for
sufficient time to complete award and/or give notice to proceed to the
follow-on contractor, and that extension of service shall in no event
exceed 6 months.

The monthly contract price to be paid during the extension period shall
be established solely in accordance with FAR Clause 52.222-43, "Fair
labor Standards Act and Service Contract Act -- Price Adjustment
(Multiple Year and Option Contracts"), contained in Part II, Section I.

F.6 **F.1 52.242-15 Stop-Work Order. (AUG 1989)**

> \(a\) The Contracting Officer may, at any time, by written order to
> the Contractor, require the Contractor to stop all, or any part, of
> the work called for by this contract for a period of 90 days after the
> order is delivered to the Contractor, and for any further period to
> which the parties may agree. The order shall be specifically
> identified as a stop-work order issued under this clause. Upon receipt
> of the order, the Contractor shall immediately comply with its terms
> and take all reasonable steps to minimize the incurrence of costs
> allocable to the work covered by the order during the period of work
> stoppage. Within a period of 90 days after a stop-work is delivered to
> the Contractor, or within any extension of that period to which the
> parties shall have agreed, the Contracting Officer shall either -
>
> \(1\) Cancel the stop-work order; or
>
> \(2\) Terminate the work covered by the order as provided in the
> Default, or the Termination for Convenience of the Government, clause
> of this contract.
>
> \(b\) If a stop-work order issued under this clause is canceled or the
> period of the order or any extension thereof expires, the Contractor
> shall resume work. The Contracting Officer shall make an equitable
> adjustment in the delivery schedule or contract price, or both, and
> the contract shall be modified, in writing, accordingly, if -
>
> \(1\) The stop-work order results in an increase in the time required
> for, or in the Contractor's cost properly allocable to, the
> performance of any part of this contract; and
>
> \(2\) The Contractor asserts its right to the adjustment within 30
> days after the end of the period of work stoppage; provided, that, if
> the Contracting Officer decides the facts justify the action, the
> Contracting Officer may receive and act upon the claim submitted at
> any time before final payment under this contract.
>
> \(c\) If a stop-work order is not canceled and the work covered by the
> order is terminated for the convenience of the Government, the
> Contracting Officer shall allow reasonable costs resulting from the
> stop-work order in arriving at the termination settlement.
>
> \(d\) If a stop-work order is not canceled and the work covered by the
> order is terminated for default, the Contracting Officer shall allow,
> by equitable adjustment or otherwise, reasonable costs resulting from
> the stop-work order.

**SECTION G - CONTRACT ADMINISTRATION DATA**

G.1 CONTRACT MANAGEMENT

(a) Contracting Officer -- Michael J. Kole

(b) Contract Specialist -- SHARON HOLEMAN

Contracting Officer's Technical Representative (COTR) --Julie Rost

> \[End of Clause\]

G.2 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE RESPONSIBILITIES AND
LIMITATIONS

(a) Functions and Limitations. Julie Rost, phone 703/518-6522 is
    designated the cognizant COTR who will represent the contracting
    officer in the administration of technical details within the scope
    of the contract and inspection and acceptance. He/she is not
    otherwise authorized to make any representations or commitments of
    any kind on behalf of the contracting officer or the National Credit
    Union Administration. The COTR does not have the authority to alter
    the contractor's obligations or change the terms and conditions in
    the contract. If, as a result of technical discussions, it is
    desirable to alter/change contract terms and conditions, changes
    will be issued in writing and signed by the contracting officer.

(b) Direction and Monitoring. The performance of the work hereunder
    shall be subject to the technical direction of the COTR with respect
    to technical matters. The COTR and the contractor's project manager
    shall work together closely to ensure that all contractual
    requirements are being met. The term "Technical Directions and
    Monitoring" is defined to include the following, where applicable:

    1.  Directions to the contractor which provide necessary details,
        shift work emphasis between work areas or tasks; require pursuit
        of certain lines of inquiry in the carrying out of specialized
        duties; and which otherwise facilitate the performance of the
        contract.

    2.  Information of the contractor which assists in the
        interpretation of drawings (if required), specifications or
        technical portions of the work description.

    3.  Review and, where required by the contract, approval of all
        deliverables, including technical reports, drawings (if
        required), specifications, and technical information.

    4.  Technical direction must be within the general scope of work
        stated in the contract. The COTR does not have the authority to
        issue any technical direction which:

        a.  Constitutes an assignment of additional work outside the
            general scope of the contract.

        b.  Constitutes a change as defined in the contract clause
            entitled -- "change."

        c.  In any manner causes as increase in the total price or cost
            (including the fee, if any) or the time required for
            contract performance.

        d.  Changes any of the expressed terms, conditions, or
            specifications of the contract.

        e.  Interferes with the contractor's right to perform the terms
            and conditions of the contract.

        f.  Authorizes the contractor, if this is a cost reimbursement
            -- type contract, to incur costs in excess of the estimated
            costs or other limitations on costs or funds set forth in
            the contract.

    5.  All technical directions shall be issued, in writing, by the
        COTR or shall be confirmed, in writing, within five working days
        after verbal issuance.

    6.  The contractor shall proceed promptly with the performance of
        the technical directions duly issued by the COTR in the manner
        prescribed by this provision.

    7.  If, in the opinion of the contractor, any instructions or
        directions issued by the COTR are within one of the categories
        defined in (4)(a) through (4)(f) above, the contractor shall not
        process but shall notify the contracting officer, in writing,
        within five working days after the receipt of any such
        instruction or direction and shall request the Contracting
        Officer to modify the contract accordingly. This request may be
        verbal if time does not permit the five-day requirement, but
        must be followed up in writing.

    8.  Upon receiving such notification from the contractor, the
        contracting officer shall issue an appropriate contract
        modification to advise the contractor in writing or verbally
        (which will be documented in writing) that, in his opinion, the
        technical direction is within the scope of this article and does
        not constitute a change under the "Changes" clause of the
        contract.

    9.  The contractor shall thereupon proceed immediately with the
        direction given. A failure of the parties to agree upon the
        nature of the instructions or direction or upon the contract
        action to be taken with respect thereto shall be subject to the
        provisions of the contract clause entitled, "Dispute." (See
        Section I) However, nothing in this article shall excuse the
        contractor from proceeding diligently with the contract
        performance during any dispute.

> \[End of Clause\]

G.3 INVOICES

> Invoices shall be submitted in accordance with the General Contract
> Provisions and delivered or mailed in duplicate (original and one
> copy) to:
>
> Julie Rost
>
> Office of Human Resources
>
> Division of Training and Development
>
> National Credit Union Administration
>
> 1775 Duke Street
>
> Alexandria, VA 22314
>
> Invoices for services provided by outside vendors and billed
> collectively to the management company must be accompanied by the
> actual invoice for services or a copy of the general ledger
> spreadsheet highlighting NCUA's portion of charges.
>
> Invoices shall contain the following information:

(a) Contract and order number (if any)

(b) Item numbers

(c) Description of supplies or services

(d) Size

(e) Quantities

(f) Unit prices

(g) Extended totals

G.4 DISCOUNTS FOR PROMPT PAYMENT (JULY 1985)

(a) If the contract includes a discount for prompt payment, the
    government will take the discount on all invoices submitted under
    the contract when payment is made within the discount period
    specified.

(b) If the contractor offers discounts on individual invoices submitted
    under this contract, the government will take the discount when
    payment is made within the discount period specified; however, the
    discount will be binding on the contractor only for that particular
    invoice on which the discount is offered.

(c) Computation of time for taking prompt payment discounts will be in
    accordance with clause 52.232-8, "Discounts for Prompt Payment."

> \[End of Clause\]

G.5 INTEREST ON OVERDUE PAYMENTS

(a) The Prompt Payment Act, Public Law 97-177 (96 Stat. 85, 31
    U.S.C. 1801) is applicable to payments under this contract. It
    requires the payment to the contractor of interest on overdue
    payments (except for advance and progress payments) and improperly
    taken discounts.

(b) Determinations of interest due will be made in accordance with the
    provisions of the Prompt Payment Act and Office of Management and
    Budget Circular A-125.

> \[End of Clause\]

G.6 METHOD OF PAYMENT

Payments under this contract will be made either by check or wire
transfer through the Treasury Financial Communications System at the
option of the government. The contractor shall forward the following
information in writing to the contracting officer not later than seven
days after receipt of notice of award:

(a) Full name (where practicable). Title, phone number, and complete
    mailing address of responsible official(s) to whom check payments
    are to be sent, and who may be contacted concerning the bank account
    information requested below.

(b) The following bank account information is required to accomplish
    wire transfers:

    1.  Name, address, and telegraphic abbreviation of the receiving
        financial institution.

    2.  Receiving financial institution's nine-digit American Bankers
        Association (ABA) identifying number for routing transfer of
        funds. (Provide this number only if the receiving financial
        institution has access to the Federal Reserve Communications
        System.)

    3.  Recipient's name and account number at the receiving financial
        institution to be credited with the funds.

    4.  If the receiving financial institution does not have access to
        the Federal Reserve Communications System, provide the name of
        the correspondent financial institution through which the
        receiving financial institution receives electronic funds
        transfer messages. If a correspondent financial institution is
        specified, also provide:

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(a) Address and telegraphic abbreviation of the correspondent financial
    institution.

(b) The correspondent financial institution's nine-digit ABA identifying
    number for routing transfer of funds.

(c) Any changes to the information furnished under paragraphs G.3.a and
    b of this section shall be furnished in writing to the paying office
    as shown on SF-33 at least 30 days before the effective date of the
    change. It is the contractor's responsibility to furnish these
    changes promptly to avoid payments to erroneous addresses or bank
    accounts.

(d) The document furnishing the information required in G.6.b(4)(b)
    and (c) must be dated and contain the signature, title, and
    telephone number of the contract official authorized to provide it,
    as well as the contractor's name and contract number.

> \[End of Clause\]

G.7 PAYMENTS DUE DATE

(a) Payments under this contract will be due on or before the 30^th^
    calendar day after the later of:

    1.  The date of actual receipt of proper invoice in the office
        designated to receive the invoice, or

    2.  The date the supplies or services, including contractually
        allowed partial deliveries or partial performance periods, are
        accepted by the government.

(b) For the purpose of determining the due date for payment and for no
    other purpose, unless specific acceptance criteria is stated
    elsewhere in the contract, acceptance will be deemed to occur on the
    5^th^ calendar day after the date of delivery of the supplies or
    performance of the services in accordance with the terms of the
    contract.

(c) If the supplies are rejected or the services are not acceptable due
    to failure to conform to the technical requirements of the contract,
    or for damage in transit or otherwise, the provisions in paragraph
    G.4.b of this section will apply to the new delivery of replacement
    supplies or performance of the services.

(d) If the contract contains provisions for regular cyclical payments
    which are made without the generation of an acceptance document or
    certification of the contractor's invoice (such as for periodic
    lease payments). Acceptance will be deemed to occur on the day
    following the end of the month or other contractually stated
    invoicing and payment period.

(e) Construction and other contracts which allow progress (not partial)
    or advance payments for financial purposes are exempt from the
    provisions of the Prompt Payment Act except as regards final payment
    for which acceptance criteria are stated elsewhere in the contract.

(f) The date of the check issued in payment or the date of payment by
    wire transfer through the Treasury Financial Communications System
    shall be construed to be the date payment is made.

> \[End of Clause\]

**SECTION H - SPECIAL CONTRACT REQUIREMENTS**

H.1 CONTRACT NOT AFFECTED BY ORAL AGREEMENT

No oral agreement of any person shall modify or otherwise affect the
scope of work of other terms and conditions, as herein stated. All
modifications shall be in writing and signed by the contracting officer.

\[End of Clause\]

H.2 NOTICE TO THE GOVERNMENT OF DELAYS

(a) In the event the contractor encounters difficulty in meeting
    performance requirements, or has knowledge that any actual or
    potential situation is delaying or threatens to delay the timely
    performance of this contract, the contractor shall immediately
    notify the contracting officer and COTR, in writing, giving
    pertinent details; provided, however, that this data shall be
    information only in character and shall not be construed as a waiver
    by the government of any schedules or data or of rights or remedies
    provided by law or under this contract. Failure to give timely
    notice, however, may in itself, constitute a default under this
    contract and preclude later consideration of any request for any
    extension of the contract period.

(b) This notice shall state circumstances and estimated time of delay.

(c) Each such notice submitted to the government shall be evaluated on
    its own merit and the contractor shall be notified, in writing, by
    the contracting officer of the government's decision.

> \[End of Clause\]

H. 3 GOVERNMENT/CONTRACTOR RELATIONSHIPS

The Government and contractor understand and agree that the services to
be provided under this contract by the contractor to the government are
non-personal services. The parties recognize that no employer-employee
relationship exists or will exist under this contract. The contractor
contracts with the Government to furnish the specified services fully
described herein and is accountable to the government ONLY for
furnishing such services, materials, or work ordered. For the purpose of
this contract, the contractor's employees shall not be subject to the
supervision of a Federal office or employees while engaged in the
performance of its duties.

\[End of Clause\]

H.4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

The Contracting Officer, by written notice, may terminate this contract
in whole or in part, when it is in the best interest of the government.
As a service contract, the government shall be liable only for payment
in accordance with the payment provisions of this contract for services
adequately and correctly rendered prior to the effective date of
termination.

\[End of Clause\]

**SECTION I - CONTRACT CLAUSES**

**I.1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available.

**I.2 52.202-1 Definitions. July 2004**

**I.3 52.203-3 Gratuities. APR 1984**

**I.4 52.203-5 Covenant Against Contingent Fees. APR 1984**

**I.5 52.203-7 Anti-Kickback Procedures. JUL 1995**

**I.6 52.203-8 Cancellation, Rescission, and Recovery of Funds for
Illegal or Improper Activity Jan 1997**

**I.7 52.203-10 Price or Fee Adjustment for Illegal or Improper
Activity. JAN 1997**

**L.8 52.203-11Certification and Disclosure Regarding Payments to
influence Certain Federal Transactions SEPT 2005**

**I.9 52.203-12 Limitation on Payments to influence Certain Federal
Transactions SEPT 2005**

**I.10 52.204-1 Approval of Contract Dec 1989**

**I.11 52.204-4 Printing/Copying Double-Sided on Recycled Paper. AUG
2000**

**I.12 52.204-5 Women-Owned Business (Other than Small Business) May
1999**

**I.13. 52.204-7 Central Contractor Registration JUL 2006**

**I.14 52.209-5 Certification Regarding Debarment, Suspension, Proposed
Debarment, and other Responsibility Matters Dec 2001**

**I.15 52.209-6 Protecting the Governments Interest When Subcontracting
with Contractors Debarred, Suspended, or Proposed for Debarment. JAN
2005**

**I.16 52.215-2 Audit and Records JUNE 1999**

**I.17 52.215-8 Order of Precedence\--Uniform Contract Format. OCT
1997**

**I.18 52.217-8 Option to Extend Services. (NOV 1999)**

**Notice to the Contractor within 30 days.**

**I.19 52.217-9 Option to Extend the Term of the Contract. MAR 2000**

**(a) The Government may extend the term of this contract by written
notice to the Contractor within 30 days; provided that the Government
gives the Contractor a preliminary written notice of its intent to
extend at 60 days before the contract expires. The preliminary notice
does not commit the Government to an extension.**

**(b) The total duration of this contract, including the exercise of any
options under this clause, shall not exceed five (5) years.**

**I.20 52.219-8 Utilization of Small Business Concerns. MAY 2004**

**I.21 52.219-9 Small Business Subcontracting Plan. SEPT 2006**

**I.22 52.222-3 Convict Labor**. **JUNE 2003**

**I.23 52.222-21 Prohibition of Segregated Facilities FEB 1999**

**I.24 52.222-22 Previous Contracts and Compliance Reports FEB 1999**

**I.25 52.222-25 Affirmative Action Compliance APR 1984**

**I.26 52.222-26 Equal Opportunity. APR 2002**

**I.27 52.222-35 Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and other Eligible Veterans SEPT 2006**

**I.28 52.222-36 Affirmative Action for Workers with Disabilities. JUN
1998**

**I.289 52.222-37 Employment Reports on Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans DEC 2001**

**I.30 52.222-38 Compliance with Veterans' Employment Reporting
Requirements .DEC 2001**

**I.31 52.222-39 Notification of Employee Rights Concerning Payment of
Union Dues or Fees DEC 2004**

**I.32 52.222-41 Service Contract Act of 1965, as Amended JUL 2005**

**I.33 52.222-43 Fair Labor Standards Act and Service Contract Act-
Price Adjustment (Multiple year and Option Contracts) MAY 1989**

**I.34 52.222-50 Combating Trafficking in Persons APR 2006**

**I.35 52.223-6 Drug-Free Workplace. MAY 2001**

**I.36 52.227-1 Authorization and Consent. JUL 1995**

**I.37 52.227-2 Notice and Assistance Regarding Patent and Copyright
Infringement AUG 1996**

**I.38 52.227-14 Rights in Data General JUN 1987**

**I.39 52.229-3 Federal, State, and Local Taxes. APR 2003**

**I.40 52.230-2 Cost Accounting Standards APR 1998**

**I.41 52.230-3 Disclosure and Consistency of Cost Accounting Practices
APR 1998**

**I.42 52.230-6 Administration of Cost Accounting Standards APR 2005**

**I.43 52.232-1 Payments. APR 1984**

**I.44 52.232-8 Discount for Prompt Payment FEB 2002**

**I.45 52.232-11 Extras APR 1984**

**I.46 52.232-17 Interest. JUN 1996**

**I.47 52.232-23 Assignment of Claims. JAN 1986**

**I.48 52.232-24 Prohibition of Assignment of Claims JAN 1986**

**I.49 52.232-25 Prompt Payment. OCT 2003**

**I.50 52.232-33 Payment by Electronic Funds Transfer -- Central
Contractor Registration OCT 2003**

**I.51 52.204-1 Approval of Contract. DEC 1989**

As prescribed in 4.101, insert the following clause:

APPROVAL OF CONTRACT DEC 1989

This contract is subject to the written approval of Contracting Officer
and shall not be binding until so approved.

(End of clause)

**I.52 52.233-1 Disputes JULY 2002**

**I.53 52.233-2 Service of Protest SEPT 2006**

**I.54 52.233-3 Protest after Award. AUG 1996**

**I.55 52-233-4 Applicable Law for Breach of Contract Claim OCT 2004**

**I.56 52-237-3 Continuity of Services JAN 1991**

**I.57 52.242-13 Bankruptcy. JUL 1995**

**I.58 52.243-1 Changes -- Fixed-Price. AUG 1987 \-- Alternate II APR
1984**

**I.59 52.244-5 Competition in Subcontracting. DEC 1996**

**I.60 52.245-1 Property Records. APR 1984**

**I.61 52.245-2 Government Property (Fixed -- Price Contractor) MAY
2004**

**I.62 52.246-4 Inspection of Services -- Fixed Price AUG 1996**

**I.63 52.249-2 Termination for Convenience of Govt. (Fixed Price) MAY
2004**

**I.64 52.249-8 Default Fixed-Price Supply and Services APR 1984**

**I.65 52.251-1 Government Supply Sources. APR 1984**

**I.66 52.253-1 Computer Generated Forms. JAN 1991**

**SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF
OFFERORS OR QUOTERS**

**K.1 52.203-2 Certificate of Independent Price Determination. (APR
1985**

> \(a\) The offeror certifies that -
>
> \(1\) The prices in this offer have been arrived at independently,
> without, for the purpose of restricting competition, any consultation,
> communication, or agreement with any other offeror or competitor
> relating to -
>
> \(i\) Those prices;
>
> \(ii\) The intention to submit an offer; or
>
> \(iii\) The methods or factors used to calculate the prices offered.
>
> \(2\) The prices in this offer have not been and will not be knowingly
> disclosed by the offeror, directly or indirectly, to any other offeror
> or competitor before bid opening (in the case of a sealed bid
> solicitation) or contract award (in the case of a negotiated
> solicitation) unless otherwise required by law; and
>
> \(3\) No attempt has been made or will be made by the offeror to
> induce any other concern to submit or not to submit an offer for the
> purpose of restricting competition.
>
> \(b\) Each signature on the offer is considered to be a certification
> by the signatory that the signatory -
>
> \(1\) Is the person in the offeror's organization responsible for
> determining the prices being offered in this bid or proposal, and that
> the signatory has not participated and will not participate in any
> action contrary to subparagraphs (a)(1) through (a)(3) of this
> provision; or
>
> (2)(i) Has been authorized, in writing, to act as agent for the
> following principals in certifying that those principals have not
> participated, and will not participate in any action contrary to
> subparagraphs (a)(1) through (a)(3) of this provision \[insert full
> name of person(s) in the offeror's organization responsible for
> determining the prices offered in this bid or proposal, and the title
> of his or her position in the offeror's organization\];
>
> \(ii\) As an authorized agent, does certify that the principals named
> in subdivision (b)(2)(i) of this provision have not participated, and
> will not participate, in any action contrary to subparagraphs (a)(1)
> through (a)(3) of this provision; and
>
> \(iii\) As an agent, has not personally participated, and will not
> participate, in any action contrary to subparagraphs (a)(1) through
> (a)(3) of this provision.
>
> \(c\) If the offeror deletes or modifies subparagraph (a)(2) of this
> provision, the offeror must furnish with its offer a signed statement
> setting forth in detail the circumstances of the disclosure.

**K.2 52.204-3 Taxpayer Identification. (OCT 1998)**

> \(a\) Definitions.
>
> \"Common parent,\" as used in this 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.
>
> \"Taxpayer Identification Number (TIN),\" as used in this provision,
> means the number required by the Internal Revenue Service (IRS) to be
> used by the offeror in reporting income tax and other returns. The TIN
> may be either a Social Security Number or an Employer Identification
> Number.
>
> \(b\) All offerors must submit the information required in paragraphs
> (d) through (f) of this provision to comply with debt collection
> requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements
> of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations
> issued by the IRS. If the resulting contract is subject to the payment
> reporting requirements described in Federal Acquisition Regulation
> (FAR) 4.904, the failure or refusal by the offeror to furnish the
> information may result in a 31 percent reduction of payments otherwise
> due under the contract.
>
> \(c\) The TIN may be used by the Government to collect and report on
> any delinquent amounts arising out of the offeror\'s relationship with
> the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is
> subject to the payment reporting requirements described in FAR 4.904,
> the TIN provided hereunder may be matched with IRS records to verify
> the accuracy of the offeror\'s TIN.
>
> \(d\) 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 United States and does not have
> an office or place of business or a fiscal paying agent in the United
> States;
>
> \[ \] Offeror is an agency or instrumentality of a foreign
>
> government;
>
> \[ \] Offeror is an agency or instrumentality of the Federal
>
> Government.
>
> \(e\) Type of organization.
>
> \[ \] Sole proprietorship;
>
> \[ \] Partnership;
>
> \[ \] Corporate entity (not tax-exempt);
>
> \[ \] Corporate entity (tax-exempt);
>
> \[ \] Government entity (Federal, State, or local);
>
> \[ \] Foreign government;
>
> \[ \] International organization per 26 CFR 1.6049-4;
>
> \[ \] Other
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \(f\) Common parent.
>
> \[ \] Offeror is not owned or controlled by a common parent as defined
> in paragraph (a) of this provision.
>
> \[ \] Name and TIN of common parent:
>
> Name
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> TIN
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**K.4 52.209-5 Certification Regarding Debarment, Suspension, Proposed
Debarment, and Other Responsibility Matters. (MAR 1996)**

> (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
> for debarment, or declared ineligible for the award of contracts by
> any Federal agency;
>
> \(B\) Have \[ \] have not \[ \], within a three-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, tax evasion, 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 three-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 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.6 52.222-25 Affirmative Action Compliance. (APR 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.

**SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR
QUOTERS**

**L.1 52.215-1 Instructions to Offerors - Competitive Acquisition. (FEB
2000)**

> \(a\) Definitions. As used in this provision -
>
> \"Discussions\" are negotiations that occur after establishment of the
> competitive range that may, at the Contracting Officer's discretion,
> result in the offeror being allowed to revise its proposal.
>
> \"In writing or written\" means any worded or numbered expression
> which can be read, reproduced, and later communicated, and includes
> electronically transmitted and stored information.
>
> \"Proposal modification\" is a change made to a proposal before the
> solicitation's closing date and time, or made in response to an
> amendment, or made to correct a mistake at any time before award.
>
> \"Proposal revision\" is a change to a proposal made after the
> solicitation closing date, at the request of or as allowed by a
> Contracting Officer as the result of negotiations.
>
> \"Time,\" if stated as a number of days, is calculated using calendar
> days, unless otherwise specified, and will include Saturdays, Sundays,
> and legal holidays. However, if the last day falls on a Saturday,
> Sunday, or legal holiday, then the period shall include the next
> working day.
>
> \(b\) Amendments to solicitations. If this solicitation is amended,
> all terms and conditions that are not amended remain unchanged.
> Offerors shall acknowledge receipt of any amendment to this
> solicitation by the date and time specified in the amendment(s).
>
> \(c\) Submission, modification, revision, and withdrawal of proposals.
> (1) Unless other methods (e.g., electronic commerce or facsimile) are
> permitted in the solicitation, proposals and modifications to
> proposals shall be submitted in paper media in sealed envelopes or
> packages (i) addressed to the office specified in the solicitation,
> and (ii) showing the time and date specified for receipt, the
> solicitation number, and the name and address of the offeror. Offerors
> using commercial carriers should ensure that the proposal is marked on
> the outermost wrapper with the information in paragraphs (c)(1)(i) and
> (c)(1)(ii) of this provision.
>
> \(2\) The first page of the proposal must show -
>
> \(i\) The solicitation number;
>
> \(ii\) The name, address, and telephone and facsimile numbers of the
> offeror (and electronic address if available);
>
> \(iii\) A statement specifying the extent of agreement with all terms,
> conditions, and provisions included in the solicitation and agreement
> to furnish any or all items upon which prices are offered at the price
> set opposite each item;
>
> \(iv\) Names, titles, and telephone and facsimile numbers (and
> electronic addresses if available) of persons authorized to negotiate
> on the offeror's behalf with the Government in connection with this
> solicitation; and
>
> \(v\) Name, title, and signature of person authorized to sign the
> proposal. Proposals 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.
>
> \(3\) Submission, modification, or revisions, of proposals. (i)
> Offerors are responsible for submitting proposals, and any
> modifications, revisions, or withdrawals, so as to reach the
> Government office designated in the solicitation by the time specified
> in the solicitation. If no time is specified in the solicitation, the
> time for receipt is 4:30 p.m., local time, for the designated
> Government office on the date that proposal or revision is due.
>
> (ii)(A) Any proposal, modification, or revision, received at the
> Government office designated in the solicitation after the exact time
> specified for receipt of offers is \"late\" and will not be considered
> unless it is received before award is made, the Contracting Officer
> determines that accepting the late offer would not unduly delay the
> acquisition; and\--
>
> \(1\) If it was transmitted through an electronic commerce method
> authorized by the solicitation, it 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; or
>
> \(2\) There is acceptable evidence to establish that it was received
> at the Government installation designated for receipt of offers and
> was under the Government\'s control prior to the time set for receipt
> of offers; or
>
> \(3\) It is the only proposal received.
>
> \(B\) However, 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.
>
> \(iii\) 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
> receipt maintained by the installation, or oral testimony or
> statements of Government personnel.
>
> \(iv\) If an emergency or unanticipated event interrupts normal
> Government processes so that proposals cannot be received at the
> office designated for receipt of proposals by the exact time specified
> in the solicitation, and urgent Government requirements preclude
> amendment of the solicitation, the time specified for receipt of
> proposals will be deemed to be extended to the same time of day
> specified in the solicitation on the first work day on which normal
> Government processes resume.
>
> \(v\) Proposals may be withdrawn by written notice received at any
> time before award. Oral proposals in response to oral solicitations
> may be withdrawn orally. If the solicitation authorizes facsimile
> proposals, proposals may be withdrawn via facsimile received at any
> time before award, subject to the conditions specified in the
> provision at 52.215-5, Facsimile Proposals. Proposals may be withdrawn
> in person by an offeror or an authorized representative, if the
> identity of the person requesting withdrawal is established and the
> person signs a receipt for the proposal before award.
>
> \(4\) Unless otherwise specified in the solicitation, the offeror may
> propose to provide any item or combination of items.
>
> \(5\) Offerors shall submit proposals in response to this solicitation
> in English, unless otherwise permitted by the solicitation, and in
> U.S. dollars, unless the provision at FAR 52.225-17, Evaluation of
> Foreign Currency Offers, is included in the solicitation.
>
> \(6\) Offerors may submit modifications to their proposals at any time
> before the solicitation closing date and time, and may submit
> modifications in response to an amendment, or to correct a mistake at
> any time before award.
>
> \(7\) Offerors may submit revised proposals only if requested or
> allowed by the Contracting Officer.
>
> \(8\) Proposals may be withdrawn at any time before award. Withdrawals
> are effective upon receipt of notice by the Contracting Officer.
>
> \(d\) Offer expiration date. Proposals in response to this
> solicitation will be valid for the number of days specified on the
> solicitation cover sheet (unless a different period is proposed by the
> offeror).
>
> \(e\) Restriction on disclosure and use of data. Offerors that include
> in their proposals data that they do not want disclosed to the public
> for any purpose, or used by the Government except for evaluation
> purposes, shall -
>
> \(1\) Mark the title page with the following legend: This proposal
> 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. If, however, a
> contract is awarded to this offeror 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
> this restriction are contained in sheets \[insert numbers or other
> identification of sheets\]; and
>
> \(2\) 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.
>
> \(f\) Contract award. (1) The Government intends to award a contract
> or contracts resulting from this solicitation to the responsible
> offeror(s) whose proposal(s) represents the best value after
> evaluation in accordance with the factors and subfactors in the
> solicitation.
>
> \(2\) The Government may reject any or all proposals if such action is
> in the Government's interest.
>
> \(3\) The Government may waive informalities and minor irregularities
> in proposals received.
>
> \(4\) The Government intends to evaluate proposals and award a
> contract without discussions with offerors (except clarifications as
> described in FAR 15.306(a)). Therefore, the offeror's initial proposal
> should contain the offeror's best terms from a cost or price and
> technical standpoint. The Government reserves the right to conduct
> discussions if the Contracting Officer later determines them to be
> necessary. If the Contracting Officer determines that the number of
> proposals that would otherwise be in the competitive range exceeds the
> number at which an efficient competition can be conducted, the
> Contracting Officer may limit the number of proposals in the
> competitive range to the greatest number that will permit an efficient
> competition among the most highly rated proposals.
>
> \(5\) The Government reserves the right to make an award on any item
> for a quantity less than the quantity offered, at the unit cost or
> prices offered, unless the offeror specifies otherwise in the
> proposal.
>
> \(6\) The Government reserves the right to make multiple awards if,
> after considering the additional administrative costs, it is in the
> Government's best interest to do so.
>
> \(7\) Exchanges with offerors after receipt of a proposal do not
> constitute a rejection or counteroffer by the Government.
>
> \(8\) The Government may determine that a proposal is unacceptable if
> the prices proposed are materially unbalanced between line items or
> subline items. Unbalanced pricing exists when, despite an acceptable
> total evaluated price, the price of one or more contract line items is
> significantly overstated or understated as indicated by the
> application of cost or price analysis techniques. A proposal may be
> rejected if the Contracting Officer determines that the lack of
> balance poses an unacceptable risk to the Government.
>
> \(9\) If a cost realism analysis is performed, cost realism may be
> considered by the source selection authority in evaluating performance
> or schedule risk.
>
> \(10\) A written award or acceptance of proposal mailed or otherwise
> furnished to the successful offeror within the time specified in the
> proposal shall result in a binding contract without further action by
> either party.
>
> \(11\) The Government may disclose the following information in post
> award debriefings to other offerors:
>
> \(i\) The overall evaluated cost or price and technical rating of the
> successful offeror;
>
> \(ii\) The overall ranking of all offerors, when any ranking was
> developed by the agency during source selection;
>
> \(iii\) A summary of the rationale for award; and
>
> \(iv\) For acquisitions of commercial items, the make and model of the
> item to be delivered by the successful offeror.

**L.2 52.216-1 Type of Contract. (APR 1984)**

The Government contemplates award of a Firm Fixed Price type of contract
resulting from this solicitation.

**L.3 52.233-2 Service of Protest. (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
> Contracting Officer.
>
> \(b\) The copy of any protest shall be received in the office
> designated above within one day of filing a protest with the GAO.

L.5 RFP AND CONTRACT SCHEDULE

The National Credit Union Administration (NCUA) invites qualified
vendors to submit a proposal to provide the services set forth in
Section C of this solicitation in accordance with the following
schedules:

> \(a\) Release of RFP 10/02/2008
>
> \(b\) Submission of Proposals 11/03/2008
>
> \(c\) Anticipated Contract Award(s) 10/24/2008

L.6 CONDITIONS

(a) This request does not commit NCUA to pay any cost incurred in the
    preparation and submission of any proposal. Further, no costs may be
    incurred in anticipation of a contract with the exception that any
    costs incurred at the offeror's risk may be later charged to any
    resulting contract to the extent that they would have been allowable
    if incurred after the date of the contract and only to the extent
    and subject to conditions identified by the contracting officer in
    writing prior to the performance of any pre-contract work. The
    contracting officer is the sole authority to legally commit NCUA to
    expenditure of funds for the procurement.

(b) This RFP in no way obligates NCUA to award a contract(s), and NCUA
    reserves the right to reject any and all offers for any reason it
    may see fit.

(c) NCUA reserves the right to award to other than the low price
    offeror.

(d) NCUA reserves the right to make an award, after receipt of
    proposals, without further discussion. Therefore, it is emphasized
    that all proposals should be submitted initially on the most
    favorable terms from a price and technical standpoint that the
    offeror can submit to NCUA.

(e) The proposal must be signed by an official authorized to commit the
    firm to a contract.

(f) The time for acceptance of proposals shall be sixty (60) days from
    the due date of the proposal.

> \[End of Provision\]

L.7 QUALIFICATIONS OF PROSPECTIVE CONTRACTORS

(a) Proposals will be considered only from offerors who are regularly
    established in the business specified and who are financially
    responsible and able to show evidence of their equipment,
    facilities, and personnel directly employed or supervised by them to
    render prompt and satisfactory performance at the time of award. If
    the offeror intends to subcontract any portion of the operation, it
    must be so stated in the proposal (see paragraph (d) below). The
    qualifications of the identified subcontract(s) will then be
    considered in place of those of the prime contractor.

(b) A detailed statement of the prime contractor's and all
    subcontractor's abilities must be included as part of the proposal.

(c) During evaluation of the proposals, NCUA may make an on-site
    inspection of the potential contractor's existing facilities. This
    will be performed at the option of NCUA.

(d) To the extent that a prospective contractor proposes to perform the
    contract by subcontracting, determinations regarding the
    responsibility of the prospective subcontractors generally should be
    made by the prospective prime contractor. A prospective prime
    contractor is required to:

    1.  Provide written evidence regarding the responsibility of
        proposed subcontractors, or

    2.  Show that the prime contractor has an acceptable and effective
        purchasing and subcontracting system which includes a method for
        determining subcontractor responsibility.

(e) Notwithstanding the general ability of a prospective contractor to
    demonstrate the responsibility of its prospective subcontractors,
    NCUA may make a direct determination of the responsibility of one or
    more prospective subcontractors prior to award by inspection of the
    subcontractor's facilities. Competency in performing comparable
    contracts, demonstration of acceptable financial resources,
    personnel staffing, plant facilities, equipment, and supply sources
    will be considered in determining the offer accepted.

> \[End of Provision\]

L.8 PREPARATION OF OFFERS AND PROPOSAL SUBMISSION

(a) Offers for supplies or services other than those specified will not
    be considered unless authorized by the solicitation.

(b) Offeror must state a definite time for delivery of supplies or for
    performance of services unless otherwise specified in the
    solicitation.

(c) Time, if stated as number of days, will include Saturdays, Sundays,
    and holidays,

(d) Proposals must set forth full, accurate, and complete information.

(e) Proposals must be submitted to the following address:

> SHARON HOLEMAN
>
> Contract Specialist
>
> Division of Procurement and Facilities Mgmt.
>
> National Credit Union Administration
>
> 1775 Duke Street
>
> Alexandria, VA 22314
>
> sharonh@ncua.gov
>
> PROPOSALS FOR RFP NO: NCUA-08-R-0003

(f) Proposals will be accepted at the above address until 4:00pm,
    Washington DC time, on 11/03/2008. Proposals received after this
    time and date will be processed as late proposals.

(g) Proposals are to consist of the following:

    1.  Business Management Section

        a.  Part I -- Cover Letter

        b.  Part II -- Technical Proposal

> This section shall address the offeror's approach to meeting the
> technical requirements of the solicitation. Information should be
> presented in as much detail as practical. The technical proposal
> should contain, at a minimum:
>
> See Section "C" of RFP

c.  Part III -- Representations, Certifications, and Other Statements of
    Offerors. The offeror must check or complete all applicable boxes or
    blocks in Section K of the solicitation document and submit the full
    section as part of the proposal.

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2.  Pricing Section

> Pricing proposal is to be submitted separately from Part I, II, and
> III,

(h) Proposals shall be typed on paper no longer than 8-1/2 by 11 inches
    long using one side only. Elaborate art work and expensive paper and
    bindings are neither necessary or desired.

> \[End of Provision\]

L.9 INQUIRIES

Inquiries concerning the solicitation document and/or any explanation
desired by an offeror regarding the meaning or interpretation of the
solicitation, drawings, specifications, etc., should be submitted in
writing to SHARON HOLEMAN citing the particular RFP part and paragraph.
Inquiries should be submitted with sufficient time allowed for a reply
to reach offerors before the submission of the offer. The mailing
address is:

National Credit Union Administration

Division of Procurement and Facilities Management

1775 Duke Street

Alexandria, VA 22314

sharonh@ncua.gov

Oral explanations or instructions given before the award of the contract
will not be binding. Any response to inquiries given to a prospective
offeror concerning a solicitation will be furnished to all prospective
offerors as an amendment to the solicitation, if such information is
necessary to offerors in submitting offers on the solicitation of the
lack of such information would be prejudicial to uninformed offerors.
Responses will be provided giving due regards to proper protection of
proprietary information.

Offerors are instructed specifically to contact only SHARON HOLEMAN on
703/518-6415 in connection with any aspect of this requirement prior to
contract award(s). Proposals and all correspondence relating to the
solicitation document must be submitted to her.

\[End of Provision\]

**SECTION M - EVALUATION FACTORS FOR AWARD**

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

This solicitation incorporates one or more solicitation provisions in
Section "I" by reference, with the same force and effect as if they were
given in full text. Upon request, the Contracting Officer will make
their full text available. The offeror is cautioned that the listed
provisions may include blocks that must be completed by the offeror and
submitted with its quotation or offer. In lieu of submitting the full
text of those provisions, the offeror may identify the provision by
paragraph identifier and provide the appropriate information with its
quotation or offer.

**[GENERAL FACTORS]{.underline}**: The evaluation will consist of
independent reviews, and a consolidation of the scores. Proposals will
be evaluated on the overall criteria listed below. All proposals deemed
technically acceptable will then be evaluated on the cost proposal
submitted. Cost will be a factor in the award decision, but there is no
guarantee that the lowest cost proposal will be the offer accepted.

M.**2 [SPECIFIC FACTORS.]{.underline}** Proposals will be weighted as
follows:

Each technical proposal will be evaluated independently by each member
of the evaluation panel who will assign scores based on the following
factors and relative weights.  The numbers reflect the maximum number of
points that can be given to each proposal for each factor.  Proposals
will be given a score which is the average of the individual panel
member scores.

-   Proven knowledge and experience teaching depository

> institution regulators in consumer compliance issues with
>
> emphasis on the skills and knowledge level of the proposed
>
> instructor(s) 30%

-   Suggested program content as demonstrated by the

> Proposed outline, methodology, and course materials 30%

-   Proven knowledge and experience with credit unions 10%

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-   Previous course evaluations and references 5%

MAXIMUM TECHNICAL SCORE: 75POINTS

**M.3. Price Evaluation. Up to 25 points.**

-   Cost to develop the course content and deliverables 25%

MAXIMUM TECHNICAL AND PRICE SCORE: 100 POINTS