Solicitation Snapshot File 

     Issued:04/22/98                   Rating:     -005856
                                       Solicitation TypRFP
   Issue By:EDRFP
             U.S. Dept. of Education, CPO/SSG
             GSA Bldg. (ROB-3), Rm 3616
             Seventh and D Streets SW
             Washington, DC 20202-4443


   Offer ToEDRFP
             U.S. Dept. of Education, CPO/SSG
             GSA Bldg. (ROB-3), Rm 3616
             Seventh and D Streets SW
             Washington, DC 20202-4443

    Ship To:OERIXO
             Tom Hill
             U.S. Department of Education, Rm 602H
             555 New Jersey Avenue NW
             Washington, DC  20208-5532


                                       Delivery By:12/31/99
                                       Proposals Due:06/15/98
                                       Time:14:00
                                       Copies:8
                                       FOB Flag:Destination
                                       Set-aside FlagU
                                       Set-aside Type:
                                       SAF:NoAvailable?:Yes


Name: Michelle A. Ringo                Phone: (202) 708-8283


Administered By:CPOD
                 Contracts and Purchasing Opr., Group D
                 U.S. Dept. of Education, Rm 3616, ROB-3
                 Seventh and D Streets SW
                 Washington, DC 20202-4447


   Payment Code: PAYOFF
                 U.S. Department of Education
                 Payment Management Services, Rm. 3365
                 600 Independence Avenue  SW
                 Washington, DC  20202-4435

****************************** LINE ITEMS ******************************


Line Item
Number             Qty     UI ------------------------------------------


0001              1.00     EA


PR FOR ERIC CLEARINGHOUSE RECOMPETITION




     1 301-10
         PROVISION FOR PRICING AND PAYMENT (ALTERNATE I)
         (ED 301-10) (AUGUST 1985)
         The total fixed price of this contract is __________  Payment of that 
         amount shall be made in accordance with the incorporated General Provision 
         entitled "Payments" or "Payments under Fixed-Price Research and 
         Development Contracts," whichever is applicable, and with any other 
         supplementary payment scheme which may be otherwise negotiated and 
         specified. 
     2 301-26b
         CONTRACT MINIMUM/MAXIMUM
         (ED 301-26b)
         The minimum amount for this contract is $0  The maximum amounts for each 
         year are:$ $750,000 
         
         
         This clause refers only to the special project/task order portion of this c
         


     3 301-25
         TASK ORDER COMPETITION
         (ED 301-25)
         At the discretion of the Government, individual task orders may be competed
         among the contracts awarded pursuant to FAR 16.505(b). Individual criteria
         for evaluation purposes shall be spelled out in the specific Task Order
         Request for Proposal.
         Source selection decisions made under these limited competition procedures
         shall not be subject to the Disputes Clause of this contract (FAR
         52.233-1). The Contracting Officer's source selection decisions for any
         task awarded under this contract shall be final. However, complaints from
         contractors on task order contracts will be reviewed by the Task Order
         Ombudsman for the Department of Education.
     4 302-2
         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, Part I-III generally and Part IV with regards to the 
         specific clearinghouse to be undertaken at Attachment A.   This shall also 
         be done in accordance with the specified General and Special Provisions 
         and the contractor's final technical proposal, which are hereby 
         incorporated by reference as a part of the contract. __________ 
     5 303-1
         SHIPMENT AND MARKING
         (ED 303-1) (MARCH 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
         CONTRACTS AND PURCHASING OPERATIONS
         ROB 3, ROOM 3616, MAIL STOP 4447
         7TH AND D STREETS, SW
         WASHINGTON, DC 20202-4447
          (c)  Mark deliverables for: __________ 
                                      (End of Section)




     ED-98-R-0009                             Page B-2




     1 304-1
         INSPECTION AND ACCEPTANCE
         (ED 304-1) (FEBRUARY 1985)
          Pursuant to the inspection clause, Section I, final inspection
         and acceptance of all contracted items shall be made by the Contracting
         Officer.
     2 305-4
         PERIOD OF PERFORMANCE
         (ED 305-4) (MARCH 1986)
         The period of performance shall be from January 1, 1999 to  December 31, 
         1999  inclusive of all specified deliveries and/or task work. 
     3 305-6
         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.
     4 306-10
         GOVERNMENT-FURNISHED DATA
         (ED 306-10) (APRIL 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.
         (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
         Part IV of the Statement of Work  (E)  Other treatment and rights shall be 
         in accordance with the incorporated general provision titled "Government 
         Property". 
     5 306-12
         GOVERNMENT PROPERTY--RESIDUAL INVENTORY
         (ED 306-12) (APRIL 1984)
         The Contractor is authorized to use in the performance of this contract
         the residual inventory presently accountable to Contract No. __________ 
     6 306-13
         GOVERNMENT-FURNISHED PROPERTY
         (ED 306-13) (MARCH 1985)
         The Government will provide the following item(s) of Government property
         to the Contractor for use in the performance of this contract.  This
         property shall be used and maintained by the Contractor in accordance
         with other incorporated property-related clauses.
         __________ 
                                      (End of Section)









     ED-98-R-0009                             Page B-2




     1 306-1a
         INVOICE AND CONTRACT FINANCING REQUESTS SUBMISSION
         (ALTERNATE I) (ED 306-1A) (MARCH 1988)
         (A)  Payments shall be rendered in accordance with the payments
         clause(s) of the incorporated contract clause section and with those
         otherwise specified rated or fixed price amounts.
         (B)  The contractor shall submit the original and one (1) copy of the
         invoice or contract financing request to the Designated Billing Office.
         LaShawn Flemming
         U.S. Department of Education
         Contracts and Purchasing Operations
         ROB-3, Room 3616, Mail Stop 4447
         7th and D Streets, SW
         Washington, DC 20202-4447 
          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).
         __________ 
         
     2 306-2
         ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY
         (ED 306-2) (JANUARY 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.
     3 306-6
         GOVERNMENT PROPERTY ADMINISTRATOR
         (ED 306-6) (DECEMBER 1986)
         The contracting officer shall serve as the contract property
         administrator.This responsibility will include arrangement of disposition
         on contract termination or expiration under FAR Part 45. The contractor
         shall furnish all required information on property to this officer.
     4 306-8
         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.
         __________ 
         
                                      (End of Section)








     ED-98-R-0009                             Page B-2




     1 301-20
         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.
     2 307-17
         ORGANIZATIONAL CONFLICTS OF INTEREST
         (ED 307-17) (APRIL 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 disclosed 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, mitigate, 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).
     3 307-2
         KEY PERSONNEL DESIGNATION
         (ED 307-2) (MARCH 1985)
          In accordance with the contract clause entitled "Key Personnel", the
          following key personnel are considered to be essential to the work
          being performed:
         Clearinghouse Director
         Associate Director
         Acquisitions Coordinator
         User Services Coordinator
         Computer/System Analyst/Technology Specialist
          
                                      (End of Section)





     ED-98-R-0009                             Page B-2




     1 307-3
         DUAL COMPENSATION
         (ED 307-3) (MARCH 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.
                                  (END OF CLAUSE)
     2 307-30
         SUBMISSION OF MANDATORY INFORMATION FOR 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 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 with the Department of Education (ED) and the
         Contractor.  The Contractor agrees that the Government may use such
         information to pay an 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--
              (1) 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 and FAR 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 Ave., SW.,
              Washington, DC  20202-4443
                                      (End of Section)








     ED-98-R-0009                             Page B-2




     1 307-31
         YEAR 2000 COMPLIANCE (307-31)
         (NOVEMBER 1997)
         (a) Each hardware, software, and firmware product delivered or
         developed under this contract must be able to accurately process
         date/time data (including, but not limited to, calculating, comparing,
         and sequencing) from, into, and between the twentieth and twenty-first
         centuries, and the years 1999 and 2000 and leap year calculations to
         the extent that other information technology, used in combination with
         the information technology being acquired, properly exchanges
         date/time data with it.
         (b)  If the contract requires that specific hardware, software,
         and firmware products must perform as a system, then the requirements
         of paragraph (a) of this clause shall apply to those products as a
         system.
         (c)  With respect to Government-furnished property, the requirements
         of paragraph (a) of this clause shall apply only to its proper
         installation, unless the Contractor performs some modification or
         other work on the property, in which case the requirements of
         paragraph (a) of this clause shall extend to the modification or other
         work.
         (d) The requirements of paragraph (a) of this clause do not apply
         to products specified by the Government on a "brand name and model"
         basis, unless the product was designed or produced by the contractor
         or one of its affiliates.
     2 307-8
         PAYMENT OF PRINTING TO BE PERFORMED BY THE
         GOVERNMENT PRINTING OFFICE (ED 307-8) (APRIL 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.
     3 316-1
         ACCESSIBILITY OF SOFTWARE (ED 316-1)  (JUNE 1997)
         The Department of Education (ED) considers universal accessibility
         to information a priority for all its employees and external customers,
         including individuals with disabilities.  Under Sections 504 and 508
         of the Rehabilitation Act of 1973 (29 U.S.C. sections 794 and 794d,
         as amended), ED must ensure the accessibility of its programs and
         activities, specifically its obligation to acquire and use accessible
         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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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
         particular requirement.
         (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)
         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--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.
         Unless otherwise specified elsewhere in the contract schedule, the
         contractor is not required to obtain a waiver when it is not feasible
         for particular software not developed under this contract to fully meet
         the accessibility requirements of paragraph (a) of this clause.
         However--
         (1)  In accordance with subparagraphs (c)(2) and (c)(3) of this clause,
         the contractor shall give the contracting officer an opportunity to
         review and potentially reject the selection or purchase of any software
         that will be delivered under this contract for use by ED's employees or
         external customers that does not meet all the requirements of the ED manual
         "Requirements for Accessible Software Design" and
                (i)  that has an aggregate total estimated cost or price
                      of over $500,000 for all copies or licenses of the
                      software, or
                (ii)  that the contractor anticipates will be used by more
                       than ten ED employees or external customers.
         (2)  At least ten calendar days prior to final selection of any software
         that meets the criteria in subparagraph (c)(1) of this clause, the
         contractor shall notify the contracting officer in writing, listing the
         specific accessibility requirements that would not be met, explaining
         how the accessibility of a particular feature can be achieved by
         alternative means or why it is not feasible to make a feature of the
         software accessible, and explaining any trade-offs or other reasons for
         recommending selection of the software.
         (3)  Within ten calendar days of the contracting officer'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."
         Also, compliance with certain requirements of the manual may not be
         feasible for the particular software required.  In such extraordinary
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         circumstances, the contracting officer may grant a waiver, in writing,
         to any requirement of the manual or of this clause if it furthers a
         public interest of ED and will not significantly impair ED's ability to
         ensure accessibility of its programs and activities to all its employees
         and external customers, including individuals with disabilities.  To
         request a waiver, the contractor shall notify the contracting officer
         in writing, listing the specific accessibility requirements that would
         not be met and explaining how the accessibility of a particular feature
         (e)  Condition of payment--The contractor agrees that compliance with
         the provisions of this clause upon delivery of the software to ED is a
         condition of payment under this contract.
     1 52.217-8
         OPTION TO EXTEND SERVICES (AUG 1989)
         The Government may require continued performance of any services within
         the limits and at the rates specified in the contract.  These rates may be
         adjusted only as a result of revisions to prevailing labor rates provided
         by the Secretary of Labor.  The option provision may be exercised more than
         once, but the total extension of performance hereunder shall not exceed 6
         months.  The Contracting Officer may exercise the option by written notice
         to the Contractor within the period specified in the Schedule.
         (Note: Notice shall be given within 30  days  after contract  completion.) 
     2 52.217-9
         OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)
           (52.217-9)
         (a) The Government may extend the term of this contract by written
         notice to the Contractor within 30 days of expiration of the relevant base 
         year or option period  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  December 31, 
         2003.
          (d)  There are four Optional Periods of Performance as follows:
               Option Period I   January 1, 2000 to December 31, 2000
               Option Period II  January 1, 2001 to December 31, 2001
               Option Period III January 1, 2002 to December 31, 2002
               Option Period IV  January 1, 2003 to December 31, 2003
          
     3 52.230-2
         COST ACCOUNTING STANDARDS (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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           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 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         subcontractor has complied with an applicable CAS in 48 CFR, Part 9904 or a
         CAS rule or regulation in 48 CFR, Part 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. 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)
     1 52.230-3
         DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (APR 1996)
           (a) The Contractor, in connection with this contract, shall--
             (1) Comply with the requirements of 48 CFR 9904.401, Consistency in
           Estimating, Accumulating, and Reporting Costs; 48 CFR 9904.402,
           Consistency in Allocating Costs Incurred for the Same Purpose; 48 CFR
           9904.405, Accounting for Unallowable Costs; and 48 CFR 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 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 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 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




             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 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) Prices set by law or regulation; or
             (3) 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)
     1 52.230-5
         COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (APR 1996)
           (a) Unless the contract is exempt under 48 CFR 9903.201-1 and
         9903.201-2, the provisions of 48 CFR 9903 are incorporated herein by
         reference and the Contractor, in connection with this contract, shall--
             (1) (CAS-covered Contracts Only).  If a business unit of an educational
           institution required to submit 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 accumulating and
           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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           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 contract and the Disclosure
           Statement, if required, must be amended accordingly.  If an accounting
           principle change mandated under Office of Management and Budget (OMB)
           Circular A-21, Cost Principles for Educational Institutions, requires
           that a change in the Contractor's cost accounting practices be made after
           the date of this contract award, the change must be applied prospectively
           to this contract and the Disclosure Statement, if required, 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 9905 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) or (a)(4)(iv)
             of this clause, negotiate an equitable adjustment as provided in the
             Changes clause of this contract.
               (iv) Agree to an equitable adjustment as provided in the Changes
             clause of this contract, if the contract cost is materially affected by
             an OMB Circular A-21 accounting principle amendment which, on becoming
             effective after the date of contract award, requires the Contractor to
             make a change to the Contractor's established cost accounting
             practices.
             (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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           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 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. 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 applicable 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, except that--
             (1) If the subcontract is awarded to a business unit which pursuant to
           48 CFR 9903.201-2 is subject to other types of CAS coverage, the
           substance of the applicable clause set forth in 48 CFR 9903.201-4 shall
           be inserted; and
             (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) 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)
     1 52.230-6
         ADMINISTRATION OF COST ACCOUNTING STANDARDS (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 in accordance
           with subparagraph (a)(3) and subdivision (a)(4)(i) of the clause at FAR
           52.230-2, Cost Accounting Standards; or subparagraph (a)(3) and
           subdivisions (a)(4)(i) or (a)(4)(iv) of the clause at FAR 52.230-5, Cost
           Accounting Standards--Educational Institution; within 60 days (or such
           other date as may be mutually agreed to) after award of a contract
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           requiring this change.
             (2) For any change in cost accounting practices proposed in accordance
           with subdivision (a)(4)(ii) or (iii) of the clauses at FAR 52.230-2,
           Cost Accounting Standards, and FAR 52.230-5, Cost Accounting
           Standards--Educational Institution; 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, and FAR 52.230-5, Cost Accounting
           Standards--Educational Institution; or by subparagraph (a)(4) at FAR
           52.230-3, Disclosure and Consistency of Cost Accounting Practices):
               (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.
           (b) After an ACO, or cognizant Federal agency official, 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 in accordance with subparagraph (a)(3) and subdivision
           (a)(4)(i) of the clause at FAR 52.230-2, Cost Accounting Standards; or
           subparagraph (a)(3) and subdivisions (a)(4)(i) or (a)(4)(iv) of the
           clause at FAR 52.230-5, Cost Accounting Standards--Educational
           Institution; shall identify the applicable standard or cost principle and
           all contracts and subcontracts containing the clauses entitled Cost
           Accounting Standards or Cost Accounting Standards--Educational
           Institution, which have an award date before the effective date of that
           standard or cost principle.
             (2) Cost impact proposals submitted for any change in cost accounting
           practices proposed in accordance with subdivisions (a)(4)(ii) or (iii)
           of the clauses at FAR 52.230-2, Cost Accounting Standards, and FAR
           52.230-5, Cost Accounting Standards--Educational Institution; 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 clauses at FAR 52.230-2, Cost Accounting
           Standards, FAR 52.230-5, Cost Accounting Standards--Educational
           Institution, and FAR 52.230-3, 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 clauses at FAR 52.230-2, Cost Accounting
           Standards, and FAR 52.230-5, Cost Accounting Standards--Educational
           Institution; or by subparagraph (a)(4) of the clause at FAR 52.230-3,
           Disclosure and Consistency of Cost Accounting Practices, shall identify
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           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 clauses at FAR 52.230-2, and 52.230-5; 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 to the clauses at FAR 52.230-2,
         52.230-3, or 52.230-5--
             (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
             (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 clauses at FAR 52.230-2, 52.230-3, or 52.230-5, 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 clauses at FAR 52.230-2 or 52.230-5,
         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)
     1 52.232-33
         MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT (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.
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           (b) Mandatory submission of Contractor's EFT information.  (1) 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, unless the payment
         office determines that submission of the information is not required.
         However, until January 1, 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 1,
         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).
             (1) The contract number to which this notice applies.
             (2) The Contractor's name and remittance address, as stated in the
           contract, and account 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.
               (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.  (1) 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         certificate submitted in accordance with paragraph (b) of this clause.
         Until receipt of the correct EFT information, any invoice or contract
         financing request 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.  (1) 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
           Contractor-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.
           (h) EFT and prompt payment.  (1) 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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)
     1 52.237-3
         CONTINUITY OF SERVICES (JAN 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 efforts and
         cooperation to effect an orderly and efficient 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, phase-out services
         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 on-site
         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 result from phase-in, phase-out operations) and
         a fee (profit) not to exceed a pro rata portion of the fee (profit) under
         this contract.
                                      (End of clause)
     2 3452.202-1
         DEFINITIONS (AUG 1987)
         (Reference)
                                      (End of Section)





     ED-98-R-0009                             Page B-2




     1 3452.208-70
         PRINTING (AUG 1987)
         (Reference)
     2 3452.215-70
         RELEASE OF RESTRICTED DATA (AUG 1987)
         (Reference)
     3 3452.227-70
         PUBLICATION AND PUBLICITY (AUG 1987)
         (Reference)
     4 3452.227-71
         PAPERWORK REDUCTION ACT (AUG 1987)
         (Reference)
     5 3452.227-72
         ADVERTISING OF AWARDS (AUG 1987)
         (Reference)
     6 3452.232-72
         METHOD OF PAYMENT (AUG 1987)
         (Reference)
     7 3452.242-71
         NOTICE TO THE GOVERNMENT OF DELAYS (AUG 1987)
         (Reference)
     8 3452.242-72
         WITHHOLDING OF CONTRACT PAYMENTS (AUG 1987)
         (Reference)
     9 3452.242-73
         ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH
         (Reference)
     10 52.203-3
         GRATUITIES (APR 1984)
         (Reference 3.202)
     11 52.203-5
         COVENANT AGAINST CONTINGENT FEES (APR 1984)
         (Reference 3.404)
     12 52.203-8
         CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER
         ACTIVITY (JAN 1997)
         (Reference 3.104-9)
     13 52.203-10
         PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)
         (Reference 3.104-9)
     14 52.203-12
         LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN
         1997)
         (Reference)
     15 52.204-4
         PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (JUN 1996)
         (Reference 4.304)
     16 52.209-6
         PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS
         DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
         (Reference 9.409)
     17 52.215-2
         AUDIT AND RECORDS--NEGOTIATION (AUG 1996)
         (Reference)
                                      (End of Section)




     ED-98-R-0009                             Page B-2




     1 52.215-11
         PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA--MODIFICATIONS (OCT
         1997)
         (Reference)
     2 52.215-13
         SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS (OCT 1997)
         (Reference)
     3 52.215-15
         TERMINATION OF DEFINED BENEFIT PENSION PLANS (OCT 1997)
         (Reference)
     4 52.215-18
         REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER
         OTHER THAN PENSIONS (OCT 1997)
         (Reference)
     5 52.215-19
         NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)
         (Reference)
     6 52.219-9
         SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING
         PLAN (AUG 1996)
         (Reference 19.708)
     7 52.223-2
         CLEAN AIR AND WATER (APR 1984)
         (Reference 33.106)
     8 52.227-14
         RIGHTS IN DATA--GENERAL (JUN 1987)
         (Reference 27.409)
     9 52.227-14 I
         RIGHTS IN DATA--GENERAL (JUN 1987)--ALTERNATE I (JUN 1987)
         (Reference 27.409)
     10 52.227-14 IV
         RIGHTS IN DATA--GENERAL (JUN 1987)--ALTERNATE IV (JUN 1987)
         (Reference 27.409)
     11 52.227-14 V
         RIGHTS IN DATA--GENERAL (JUN 1987)--ALTERNATE V (JUN 1987)
         (Reference 27.409)
     12 52.227-16
         ADDITIONAL DATA REQUIREMENTS (JUN 1987)
         (Reference)
     13 52.227-18
         RIGHTS IN DATA--EXISTING WORKS (JUN 1987)
         (Reference 27.409)
     14 52.232-16
         PROGRESS PAYMENTS (JUL 1991)
         (Reference 32.502-4)
     15 52.232-16 I
         PROGRESS PAYMENTS (JUL 1991)--ALTERNATE I (AUG 1987)
         (Reference 32.502-4)
     16 52.232-23
         ASSIGNMENT OF CLAIMS (JAN 1986)
         (Reference 32.806)
     17 52.232-25
         PROMPT PAYMENT (JUN 1997)
         (Reference)
                                      (End of Section)




     ED-98-R-0009                             Page B-2




     1 52.242-15
         STOP-WORK ORDER (AUG 1989)
         (Reference 42.1305)
     2 52.247-63
         PREFERENCE FOR U.S.-FLAG AIR CARRIERS (JAN 1997)
         (Reference 47.405)
     3 52.248-1
         VALUE ENGINEERING (MAR 1989)
         (Reference 48.201)
     4 52.248-1 III
         VALUE ENGINEERING (MAR 1989)--ALTERNATE III (APR 1984)
         (Reference 48.201)
     5 52.252-2a
         CLAUSES INCORPORATED BY REFERENCE
         The addresses referred to in clause 52.252-2 for electronic access
         to the full text of clauses are: www.arnet.gov/far for FAR clauses
         and ocfo.ed.gov/coninfo/edar.htm for EDAR clauses.
     6 52.215-21
         REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR
         PRICING DATA--MODIFICATIONS (OCT 1997)
           (a) Exceptions from cost or pricing data.  (1) In lieu of submitting
         cost or pricing data for modifications under this contract, for price
         adjustments expected to exceed the threshold set forth at FAR 15.403-4 on
         the date of the agreement on price or the date of the award, whichever is
         later, the Contractor may submit a written request for exception by
         submitting the information described in the following subparagraphs. The
         Contracting Officer may require additional supporting information, but
         only to the extent necessary to determine whether an exception should be
         granted, and whether the price is fair and reasonable--
               (i) Identification of the law or regulation establishing the price
             offered.  If the price is controlled under law by periodic rulings,
             reviews, or similar actions of a governmental body, attach a copy of
             the controlling document, unless it was previously submitted to the
             contracting office.
               (ii) Information on modifications of contracts or subcontracts for
             commercial items.  (A) If--
             (1) The original contract or subcontract was granted an exception from
           cost or pricing data requirements because the price agreed upon was
           based on adequate price competition or prices set by law or regulation,
           or was a contract or subcontract for the acquisition of a commercial
           item; and
             (2) The modification (to the contract or subcontract) is not exempted
           based on one of these exceptions, then the Contractor may provide
           information to establish that the modification would not change the
           contract or subcontract from a contract or subcontract for the
           acquisition for the acquisition of an item other than a commercial item.
                 (B) For a commercial item exception, the Contractor shall provide,
               at a minimum, information on prices at which the same item or similar
               items have previously been sold that is adequate for evaluating the
               reasonableness of the price for the modification.  Such information
               may include--
             (1) For catalog items, a copy of or identification of the catalog and
           its date, or the appropriate pages for the offered items, or a statement
           that the catalog is on file in the buying office to which the proposal is
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           being submitted.  Provide a copy or describe current discount policies
           and price lists (published or unpublished), e.g., wholesale, original
           equipment manufacturer, or reseller.  Also explain the basis of each
           offered price and its relationship to the established catalog price,
           including how the proposed price relates to the price of recent sales in
           quantities similar to the proposed quantities.
             (2) For market-priced items, the source and date or period of the
           market quotation or other basis for market price, the base amount, and
           applicable discounts.  In addition, describe the nature of the market.
             (3) For items included on an active Federal Supply Service Multiple
             Award Schedule contract, proof that an exception has been granted for
             the schedule item.
             (2) The Contractor grants the Contracting Officer or an authorized
           representative the right to examine, at any time before award, books,
           records, documents, or other directly pertinent records to verify any
           request for an exception under this clause, and the reasonableness of
           price.  For items priced using catalog or market prices, or law or
           regulation, access does not extend to cost or profit information or other
           data relevant solely to the Contractor's determination of the prices to
           be offered in the catalog or marketplace.
           (b) Requirements for cost or pricing data.  If the Contractor is not
         granted an exception from the requirement to submit cost or pricing data,
         the following applies:
             (1) The Contractor shall submit cost or pricing data and supporting
           attachments in accordance with Table 15-2 of FAR 15.408.
             (2) As soon as practicable after agreement on price, but before award
           (except for unpriced actions), the Contractor shall submit a Certificate
           of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.
                                      (End of clause)
     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.  Also, the
         full text of a clause may be accessed electronically at this/these
         address(es):  __________ 
                                      (End of clause)
     2 FP Services
         SECTION I:  CLAUSES FOR A NEGOTIATED FIXED-
             PRICE SERVICES CONTRACT  FEDERAL ACQUISITION
             REGULATION(48 CFR CHAPTER 1) CLAUSES
         (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)
         (The following clause shall apply as prescribed under FAR 7.305(c))
         52.207-3    Right of First Refusal of Employment (NOV 1991)
         (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).)
         52.215-14  Integrity of Unit Prices (OCT 1997)
         (The following clause shall apply if the contractor did not
           propose facilities capital cost of money in its offer.)
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         52.215-17 Waiver of Facilities Capital Cost of Money(OCT 1997)
         (The following clause shall apply if the contractor proposed
         facilities capital cost of money in its offer)
         52.215-16    Facilities Capital Cost of Money (OCT 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 9.708(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)
         52.219-14  Limitation on Subcontracting (DEC 1996)
         (The following clause 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)
         (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 FARsubpart 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 clause 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.)
         52.222-42  Statement of Equivalent Rates for Federal
                      Hires (MAY 1989)
         (Note:  List of equivalent rates, if applicable, will be
         given in attachment.)
         (The following clause shall only apply to contracts (1)
          to which the Service Contract Act is applicable and (2)
                                      (End of Section)




     ED-98-R-0009                             Page B-2




          which are multi-year or contain options to renew.)
         52.222-43 Fair Labor Standards Act and Service Contract
                     Act--Price Adjustment (Multiple Year and
                     Option Contracts) (MAY 1989)
         (The following clause shall only apply to contracts (1) to
          which the Service Contract Act is applicable and (2) which
          are not multi-year or do not contain options to renew.)
         52.222-44  Fair Labor Standards Act and Service Contract
                      Act -- Price Adjustment (MAY 1989)
         (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 (JAN 1997)
         52.223-14 Toxic Chemical Release Reporting (OCT 1996)
         52.225-3  Buy American Act - Supplies (JAN 1989)
         52.225-11 Restrictions on Certain Foreign Purchases(OCT 1996)
         (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)
         52.229-3  Federal, State, and Local Taxes (JAN 1991)
         (The following clause shall apply if this is a Fixed Price
           Services contract.)
         52.232-1  Payments (APR 1984)
         (The following clause shall apply in lieu of 52.232-1 if this is a
            Fixed Price Research and Development Contract),
         52.232-2  Payments under Fixed-Price Research and Development
                     Contracts (APR 1984)
         52.232-9  Limitation on Withholding of Payments(APRIL 1984)
         52.232-16 Progress Payments (JULY 1991)(Applicable to:
         	       Fixed Price Contracts.)
         52.232-17 Interest (JUN 1996)
         52.233-1  Disputes (AUG 1996)
         52.233-3  Protest After Award (OCT 1995)
         52.243-1  Changes - Fixed Price (AUGUST 1987)
         52.242-13 Bankruptcy (JUL 1995)(Applicable for
                     all solicitations and contracts)
         52.244-1  Subcontracts Under Fixed-Price Contracts
          	       (Over $500,000) (APRIL 1991)
         52.244-5  Competition in Subcontracting (DEC 1996)
         (If the contract prices are not based on adequate price
           competition, established catalogue or market prices
           of commercial items sold in substantial quantities to
           the general public, or prices set by law or regulation,
           the following clause is applicable.)
         52.245-2  Government Property (Fixed Price Contracts)
                    (DEC 1992) -Alternate I (DEC 1992)
              OR
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         (If this contract is for the conduct of basic or applied research
          at nonprofit institutions of higher education at nonprofit
          organizations whose primary purpose    is the conduct of
          scientific research, the following clause is applicable.)
         52.245-2   Government Property (Fixed-Price Contracts)
                            (APRIL 1984) Alternate II (APRIL 1984)
         52.246-4   Inspection of Services-Fixed Price (AUG 1996)
         52.246-16  Responsibilities of Supplies (APRIL 1984)
         (The following clause shall apply if designated.)
         52.247-29  F.O.B. Origin (JUN 1988)
         52.246-25  Limitation of Liability-Services (FEB 1997)
         (The following clause shall apply if designated.)
         52.247-34  F.O.B. Destination (NOV 1991)
         (If the contract is awarded to other than educational or
          nonprofit institution on a no-profit basis, the following
          clause is applicable.)
         52.249-2   Termination for Convenience of the
                      Government (Fixed Price) (SEPT 1996)
                           OR
         (If the contract is awarded to an educational or nonprofit
          institution on a  no-profit basis, the following clause is
          applicable.)
         52.249-5  Termination for the Convenience of the Government
                     (Educational and Other Nonprofit Institutions)
                     (SEP 1996)
         (This clause is not applicable if the contract is awarded on a
          no-fee basis to an educational or nonprofit institution.)
         52.249-8  Default (Fixed-Price Supply and Service Development)
                           (April 1984)
         52.249-9  Default (Fixed Price Research and Development)(APRIL 1984)
         (If the contract is awarded on a fee basis, the following
           clause is applicable.)
         52.249-14  Excusable Delays (APRIL 1984)
         52.253-1   Computer Generated Forms (JAN 1991)
         DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR) CLAUSES
         (48 CFR CHAPTER 34)
         (The following clause shall apply to all contracts with
          educational institutions, hospitals, and State and local
          governments.)
         3452.232-70   Prohibition Against the Use of ED Funds to
                         Influence  Legislation or Appropriations
                         (AUGUST 1987)
                            (end of clause)
     1 309-1a
         LIST OF ATTACHMENTS (ED 309-1A) (APRIL 1984)
         Attachment A  Statement of Work
         Attachment B  Past Performance Form
         Attachment C  Pricing Sheet
         Attachment D  Budget for Price Proposal
         Attachment E  Task Loading Chart
         Attachment F  Small Business Subcontracting Plan
          
         
                                      (End of Section)





     ED-98-R-0009                             Page B-2




     1 310-1
         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.
     2 310-10
         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
                   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   $_________
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           (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                  ___________         ________
                  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                    Indirect                    Basis
                     Year                     Cost Rate                 Allocation
                 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:
                                      (End of Section)




     ED-98-R-0009                             Page B-2




                 Accounting Department:  _________________________________
                 Contracting Department: _________________________________
                 Other (describe) ________________________________________
           (P)  Has system of control of Government property been approved
                by a Government agency?  Yes __________ No __________
                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 __________
     1 310-16
         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.
     2 310-5
         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)
          15.403-4, 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 15.403 of the Federal
          Acquisition Regulation (FAR) and required under FAR subsection
          15.403-4) submitted, either actually or by specific identification in
          writing, to the Contracting Officer or to the Contracting Officer's
          Representative in support of _________________(1) are accurate,
          complete, and current as of _________________(2).  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 (3)_______________________________________________
         (1).Identify the proposal, quotation, request for price adjustment, or
                                      (End of Section)




     ED-98-R-0009                             Page B-2




            other submission involved, giving the appropriate identifying number
            (e.g., RFP No.).
         (2).Insert the day, month, and year when price negotiations were
            concluded and price agreement was reached.
         (3).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.
     1 310-6
         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.
     2 3452.209-70
         ORGANIZATIONAL CONFLICT OF INTEREST(OCT 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.
         (END OF CLAUSE)
     3 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




             in subdivision (b)(2)(i) of this provisione 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.
                                     (End of provision)
     1 52.203-11
         CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN
         FEDERAL TRANSACTIONS (APR 1991)
           (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 that 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
           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.
                                     (End of provision)
                                      (End of Section)










     ED-98-R-0009                             Page B-2




     1 52.204-3
         TAXPAYER IDENTIFICATION (JUN 1997)
           (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) All offerors are 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 the reporting requirements described
         in FAR 4.903, 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) 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;
           /_/ 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 provision.
           /_/ Name and TIN of common parent:
           Name_________________________________________________
           TIN__________________________________________________
                                    (End of provision)
                                      (End of Section)








     ED-98-R-0009                             Page B-2




     1 52.204-5
         WOMEN-OWNED BUSINESS (OCT 1995)
           (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 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 whose
         management and daily business operations are controlled by one or more
         women.
                                     (End of provision)
     2 52.204-6
         CONTRACTOR IDENTIFICATION NUMBER--DATA UNIVERSAL NUMBERING SYSTEM (DUNS)
         NUMBER (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
         1-800-333-0505.  The offeror should be prepared to provide the following
         information:
             (1) 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.
             (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)
     3 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




               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.
                                      (End of provision)
                                      (End of Section)











     ED-98-R-0009                             Page B-2




     1 52.215-4
         TYPE OF BUSINESS ORGANIZATION (OCT 1997)
           The offeror or respondent, by checking the applicable box, represents
         that--
           (a) It operates as /_/ an individual, /_/ a partnership, /_/ a nonprofit
         organization, /_/ a joint venture, or /_/ a corporation incorporated under
         the laws of the State of _______.
           (b) If the offeror or respondent 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) _____.
                                     (End of provision)
     2 52.215-6
         PLACE OF PERFORMANCE BUSINESS (OCT 1997)
           (a) The offeror or respondent, in the performance of any contract
         resulting from this solicitation, /__________  intends, / __________ , 
         does not intend to use one or more plants or facilities located at a 
         different address from the address of the offeror or respondent as 
         indicated in this proposal or response to request for information. 
           (b) If the offeror or respondent checks "intends" in paragraph (a) of
         this provision, it shall insert in the following spaces the required
         information:
         __________________________________________________________________________
           PLACE OF PERFORMANCE (STREET            NAME AND ADDRESS OF OWNER AND
         ADDRESS, CITY, STATE, COUNTY, ZIP       OPERATOR OF THE PLANT OR FACILITY
           CODE)                                 IF OTHER THAN OFFEROR OR RESPONDENT
         ___________________________________________________________________________
         _________________________________       _______________________________
         _________________________________       _______________________________
         ___________________________________________________________________________
                                      (End of provision)
     3 52.219-1
         SMALL BUSINESS PROGRAM REPRESENTATIONS (JAN 1997)
           (a)(1) The standard industrial classification (SIC) code for this
         acquisition is __________ 
             (2) The small business size standard is __________ 
             (3) The 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) Representations.  (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 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 women-owned small business
           concern.
           (c) Definitions.  "Joint venture," for purposes of a small disadvantaged
         business (SDB) set-aside or price evaluation preference (as prescribed at
         13 CFR 124.321), 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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 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 51 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 the size standard in paragraph (a) of this provision.
           "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.
           "Woman-owned small business concern," as used in this provision, means a
         small business concern--
             (1) 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
             (2) 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) Under 15 U.S.C. 645(d), any person who misrepresents 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 fine, imprisonment, or both;
               (ii) Be subject to administrative remedies, including suspension and
             debarment; and
               (iii) Be ineligible for participation in programs conducted under the
             authority of the Act.
                                     (End of provision)
                                      (End of Section)








     ED-98-R-0009                             Page B-2




     1 52.222-21
         CERTIFICATION OF NONSEGREGATED FACILITIES (APR 1984)
           (a) "Segregated facilities," as used in this provision, means any
         waiting rooms, work areas, rest rooms and wash rooms, restaurants 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 by explicit directive or are in
         fact 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 employees any
         segregated facilities at any of 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 subcontractors
           before the award of 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
           OF 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, or annually).
         NOTE:  The penalty for making false statements in offers is
         prescribed in 18 U.S.C. 1001.
                                      (End of provision)
     2 52.222-22
         PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 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.
                                      (End of provision)
                                      (End of Section)








     ED-98-R-0009                             Page B-2




     1 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.
                                     (End of provision)
     2 52.223-1
         CLEAN AIR AND WATER CERTIFICATION (APR 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 (EPA) 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 EPA, 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.
                                     (End of provision)
     3 52.223-6
         DRUG-FREE WORKPLACE (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.
           (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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           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
               (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) through (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 paragraph (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)
                                      (End of Section)











     ED-98-R-0009                             Page B-2




     1 52.223-13
         CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (OCT 1996)
           (a) Submission of this certificate is a prerequisite for making or
         entering into this contract imposed by Executive Order 12969, August 8,
         1995.
           (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 (Form R) as
           described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or
             (2) None of its owned or operated facilities to be used in the
           performance of this contract is subject to the Form R 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 10 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 CFR 372.27, provided
             an appropriate certification 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; or
                /_/  (v) The facility is not located within any State of the United
         States, the District of Columbia, the Commonwealth of Puerto Rico, Guam,
         American Samoa, the United States Virgin Islands, the Northern Mariana
         Islands, or any other territory or possession over which the United States
         has jurisdiction.
                                     (End of provision)
     2 52.227-15
         REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE
         (JUN 1987)
           (a) This solicitation sets forth the work to be performed if a 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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 provision 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 is 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 and 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."
                                     (End of provision)
     1 52.230-1
         COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (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 Standards 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 must, 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         satisfy the 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 the 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 the required Disclosure Statement was
         filed as follows:
         Date of Disclosure Statement: ____________________________________________
         Name and Address of Cognizant ACO or Federal Official Where Filed:
         __________________________________________________________________________
           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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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
         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 9903.201-2(b) and certifies
         that the offeror is eligible for use of the Disclosure and Consistency of
         Cost Accounting Practices clause because 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)
     1 307-1
         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.
                                      (End of Section)












     ED-98-R-0009                             Page B-2




     1 307-11
         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.
     2 311-1b
         TYPE OF CONTRACT
         (ED 311-1b)
         The Government contemplates award of 16 fixed-price performance-based type 
         contracts from this solicitation. (END OF CLAUSE) 
     3 311-2a
         GENERAL INSTRUCTIONS(ED 311-2a) (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 8 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
              Support Services Group
              GSA Building, Room 3616 (Mail Stop 4447)
              7th & D Streets, S.W.
              Washington, D. C.   20202
         Hand-carried proposals must be delivered by entering through 'D' Street
         entrance of the building and stopping at the Guard's Desk. Offerors are
         directed to call the Support Services Group(SSG) at 708-8493 (if no answer
         is received at this number please call the number listed under clause
         311-6).
         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 SSG where the proposal will be officially
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         received. Offerors should consider this delay in meeting the time specified
         for proposal receipt.
         The Government will evaluate proposals in accordance with the evaluation
         criteria set forth in Section M (if applicable) 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.
         The RFP and all of the attachments including the Statement of Work will be
         available on the OCFO Web Site from the Contract Information/Contract
         Documents On-Line Page. The Internet address is ocfo.ed.gov. For
         technical questions on the OCFO Web Site, call Gary Weaver at
         202/401-0083.
         To assist you in the preparation of your proposal, the Government
         has estimated the effort to perform this contract. The estimated level of
         effort is located at L.6 Technical Proposal Instructions.
         
         A proposal must be limited to one clearinghouse.  However, there is no 
         limitation on the number of different proposals an offeror may submit 
         under this solicitation, but each proposal must respond to exactly one 
         clearinghouse.  These numbers are furnished for the offeror's information 
         only and are not considered restrictive for proposal purposes. 
     1 311-3
         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 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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 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:
         __________ 
         The cover of each offer must specify for which clearinghouse the offer is s
         The offeror should include a Task Loading Chart, without cost figures in th
         Proposal; A sample Task Loading Chart is at Attachment E.   Both the techni
         business proposals should cover the base year plus four option years of the
         
         Section L Estimated Level of Effort for each Clearinghouse Over Five Years:
         
         Adult, Career, and Vocational Education
         
         Category                 Hours
         
         A.   Director                          4,375
         B.   Professional Senior              17,335
         C.   Professional Junior              17,500
         D.   Technical                        20,000
         E.   Clerical                          8,500
                Total                          67,710
         
         Assessment and Evaluation
         
         A.   Director                         3,650
         B.   Professional Senior             12,900
         C.   Professional Junior             14,000
         D.   Technical                       20,225
         E.   Clerical                         8,500
                Total                         59,725
         
         Community Colleges
         
         A.   Director                         3,750
         B.   Professional Senior             11,425
         C.   Professional Junior             13,625
         D.   Technical                       20,355
         E.   Clerical                         8,500
                Total                         57,655
         
         Counseling and Student Services
         
         A.   Director                         3,625
         B.   Professional Senior             12,900
         C.   Professional Junior             13,625
         D.   Technical                       20,230
         E.   Clerical                         8,475
                Total                         58,855
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         
         Disabilities and Gifted Education
         
         A.   Director                        3,750
         B.   Professional Senior            14,250
         C.   Professional Junior            14,000
         D.   Technical                      20,225
         E.   Clerical                        8,500
                Total                        60,725
         
         Education Management
         
         A.   Director                        3,700
         B.   Professional Senior            12,900
         C.   Professional Junior            14,000
         D.   Technical                      20,225
         E.   Clerical                        8,490
                Total                        59,315
         
         Elementary and Early Childhood Education
         
         A.   Director                        3,500
         B.   Professional Senior            12,900
         C.   Professional Junior            13,450
         D.   Technical                      20,160
         E.   Clerical                        8,450
                Total                        58,460
         
         Higher Education
         
         A.   Director                       4,375
         B.   Professional Senior           17,790
         C.   Professional Junior           14,000
         D.   Technical                     20,600
         E.   Clerical                       8,500
                Total                       65,265
         
         Information & Technology
         
         A.   Director                       3,750
         B.   Professional Senior           14,250
         C.   Professional Junior           14,000
         D.   Technical                     20,505
         E.   Clerical                       8,500
                Total                       61,005
         
         Languages and Linguistics
         
         A.   Director                       3,575
         B.   Professional Senior           12,900
         C.   Professional Junior           13,575
         D.   Technical                     20,250
         E.   Clerical                       8,450
                Total                       58,750
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         
         Reading, English, and Communication
         
         A.   Director                       5,000
         B.   Professional Senior           17,525
         C.   Professional Junior           17,650
         D.   Technical                     20,155
         E.   Clerical                       8,600
                Total                       68,930
         
         Rural Education and Small Schools
         
         A.   Director                       3,625
         B.   Professional Senior           12,900
         C.   Professional Junior           13,625
         D.   Technical                     20,230
         E.   Clerical                       8,475
                Total                       58,855
         
         Science, Mathematics, and Environmental Education
         
         A.   Director                       3,750
         B.   Professional Senior           12,900
         C.   Professional Junior           14,250
         D.   Technical                     20,225
         E.   Clerical                       8,500
                Total                       59,625
         
         Social Studies/Social Science Education
         
         A.   Director                       4,375
         B.   Professional Senior           17,680
         C.   Professional Junior           17,600
         D.   Technical                     20,100
         E.   Clerical                       8,525
                Total                       68,280
         
         Teaching and Teacher Education
         
         A.   Director                       3,700
         B.   Professional Senior           12,900
         C.   Professional Junior           14,000
         D.   Technical                     20,225
         E.   Clerical                       8,490
                Total                       59,315
         
         Urban Education
         
         A.   Director                       3,625
         B.   Professional Senior           12,900
         C.   Professional Junior           14,000
         D.   Technical                     20,225
         E.   Clerical                       8,500
                Total                       59,250
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         
         INSTRUCTIONS FOR PREPARING TECHNICAL PROPOSALS
         
         This Request for Proposals (RFP) invites proposals to operate 16 ERIC Clear
         in Table 1.  Under this competition, a separate contract will be issued for
         
         Table 1.  The ERIC Clearinghouses
         
           Adult, Career, and Vocational Education
           Assessment and Evaluation
           Community Colleges
           Counseling and Student Services
           Disabilities and Gifted Education
           Educational Management
           Elementary and Early Childhood Education
           Higher Education
           Information and Technology 
           Languages and Linguistics
           Reading, English, and Communication
           Rural Education and Small Schools
           Science, Mathematics, and Environmental Education
           Social Studies/Social Science Education
           Teaching and Teacher Education
           Urban Education
         
         The technical proposal should be prepared and organized into the following 
         
         1.   Introductory Material 
         2.   General Technical Approach
         3.   Discussion of Specific Tasks
         4.   Management Plan
         5.   Qualifications of Key Personnel
         6.   Organizational Capability and Commitment 
         
         l.  Introductory Material
         
         The proposal must contain a cover page which states the name, address, and 
         the offeror, and which clearly indicates the Clearinghouse for which the of
         offeror has more than one office address, there should be no ambiguity abou
         submitting the proposal.  The proposal must be signed by a person authorize
         organization contractually.
         
         The offeror must also state the name and telephone number of the person(s) 
         conduct the negotiations.  Proposals should contain a table of contents whi
         each major section.
         
         2. General Technical Approach
         
         The offeror is  required to provide a comprehensive technical plan for only
         award period; for each of the remaining four years, offerors should describ
         strategies and discuss how their activities, objectives and processes will 
         to fulfill the tasks of the RFP.  
         
         This section should describe the overall design for accomplishing the tasks
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         It should include the offeror's general technical approach to establishing,
         the ERIC Clearinghouse.  The offeror should discuss its understanding of th
         the ERIC system.  The offeror should discuss  its philosophy for operating 
         to  undertake the work required, its vision for enhancing the ERIC program 
         assist schools and communities to accomplish the National Education Goals, 
         Secretary's Priorities, and educational reform.
         
         The offeror should demonstrate in this section an in-depth knowledge of the
         functions of the ERIC Clearinghouse, an understanding of the relationship o
         to the other components of the ERIC system, the methods  to acquire, synthe
         disseminate information, and familiarity with other information resource pr
         and their relationships to ERIC.
         
         In presenting their general technical approach, offerors should present a c
         emerging trends and issues of the field, and provide explicit plans and pro
         to these trends and issues.  Offerors should show how the expertise and exp
         organization will be applied to covering the scope area as well as to Clear
         and operations.
         
         Each proposal should also explain how the offeror will assure objectivity a
         Clearinghouse activities, including -- in the case of offerors that promote
         products in a field covered by the Clearinghouse -- provisions to assure th
         not used to promote the host institution's approaches or products.
         
         3.  Discussion of Specific Tasks
         
         The offeror should fully address plans for accomplishing each of the tasks 
         Although the proposal should be responsive to the tasks, the offeror is als
         and discuss alternative and creative approaches to the work required.  Wher
         contractor should provide actual examples of activities for the first contr
         
         Offerors should describe specific procedures that will be followed for each
         these procedures are the most effective to achieve the objectives of the pr
         problems.    
         
         Offerors are invited to submit in their proposals special projects relating
         subject-scope clientele or to larger system-wide activities.  Offerors shou
         project a narrative and budget statement for the duration of the project.  
         should contain the need for or purpose of the project, its duration, activi
         their deadlines, products developed, the number of customers to be served, 
         total duration broken out by contract year.  The budget statement should in
         and cost to the project and all other costs associated with the special pro
         
         Offerors should present plans for all six tasks, for the full period of per
         however, a comprehensive discussion of project activities, staff arrangemen
         schedules, and products should be provided only for the first year of the c
         final four years should include objectives, general strategies, and estimat
         resources among the different tasks.  Upon award, the technical proposal su
         to this RFP should become part of the contract, and thus, the legal respons
         
         The figures provided in Part IV regarding input and products are based on h
         offeror may propose adjustments to workload levels or quantities in the dif
         provided reciprocal adjustments are made in other categories to keep the ov
         for the contract at the requested level.
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         
         The offeror should also note the following regarding Task 3, Question answe
         answering level exceed anticipated levels by more than 15%, the offeror sho
         contracting officer for a budget adjustment.  The CO, upon the recommendati
         should determine an appropriate reallocation with in the budget.
         
         4. Management Plan
         
         The offeror should include a detailed management plan that clearly describe
         personnel,  effective resource utilization, and scheduling of specific task
         plan should provide time lines, including milestones, for work performed on
         a demonstrated understanding of the interrelationship of tasks.  The plan a
         system for ensuring the timely and successful completion of each task, incl
         ensuring quality control of processes and products,  and meeting ERIC syste
         adherence to EPM guidelines).
         
         5.  Qualifications of Key Personnel
         
         The offeror should include a staffing plan and person-loading chart which i
         and percentages of time to be devoted to each task.  Key personnel (Directo
         Acquisitions, User Services and Information Technologist) should be listed 
         responsibilities and percentage of time committed to the project.  The addr
         of each proposed key staff member should also be provided. Vitae or resume 
         each key staff.
         
         The offeror should propose a Clearinghouse Director, who should be a nation
         or practitioner in a major field the Clearinghouse covers, and should have 
         least a working knowledge of information science.  The offeror should also 
         Director, who can function in the Director's absence and should be accounta
         for day-to-day management.
         
         Other key Clearinghouse staff should include: acquisitions coordinator; use
         and computer/systems analyst/technology specialist.  The offeror should sub
         vitae of all proposed key personnel of the Clearinghouse.  If any changes o
         duration of the contract in key personnel, the contractor should submit the
         proposed personnel to the Contracting Officer and to the COTR for approval 
         them to the vacant position.
         
         Other Clearinghouse staff should include senior, junior, and research-level
         complementary knowledge of the Clearinghouse subject fields, knowledge of i
         science, and the capability to carry out document review and processing; an
         clerical staff.
         
         The contractor should have or have local access to computer support staff w
         background to assist the "technology specialist" in configuring, debugging 
         Clearinghouse computer system, including electronic data transmission, desk
         publishing, statistical reporting, web site enhancement, and other Internet
         
         The contractor should describe in its proposal a close match between the as
         the ERIC Clearinghouse and the subject specializations, strengths, and inte
         staff.  Experience, expertise and first-hand involvement in scope area rese
         required for the contractor to acquire and evaluate documents, to provide a
         and timely user services, and to develop effective products.
         
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         6.  Organizational Capacity and Commitment
         
         The proposal should demonstrate clearly how the work of the ERIC Clearingho
         mission and work of the offeror, and how the offeror's organizational capab
         resources, and proposed space will be used to establish and operate the ERI
         Short abstracts of related work should include the name, current affiliatio
         number of the work's monitor.  Corporate facilities, hardware and software 
         scope of work should also be described, along with the capacity for keeping
         industry standards.  
         
         The following relevant documents are available on the World Wide Web:
         
           Reference 1.  Access for All: A New National Library for Tomorrow's Learn
           <http://www.ed.gov/pubs/AccessforAll/>
         
           Public Law 103-227 Goals 2000: Educate America Act Title IX, Part D, Sect
           <http://www.ed.gov/legislation/GOALS2000/TheAct/sec941.html>
         
           U.S. Department of Education's seven priorities for education
           <http://www.ed.gov/updates/7priorities/> and http://www.ed.gov/inits.html


     1 311-4
         BUSINESS PROPOSAL INSTRUCTIONS(ED 311-4) (MAY 1993)
         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.
         B.  A detailed task-by-task cost proposal - The cost proposal must be
         fully supported by cost and pricing data adequate to establish the
         reasonableness of the proposed amount and to otherwise meet, if necessary,
         the requirements for certified cost or pricing data under FAR 15.408.
         All elements contributing to cost, including categories and amounts of
         labor, materials, indirect costs or overheads, travel, computer time, etc.,
         shall be treated thereunder in accordance with the instructions contained
         in Table 15-2 of FAR 15.408 and supportive  data for those also attached
         as required.
         Other cost proposal considerations:
              (1)  The cost for individual elements, such as analytical
                   studies, reports, etc., shall be itemized by tasks.
              (2)  The estimated costs of each period or phase shall be
                   itemized.  Within each period or phase, the estimated
                   costs for each task of the statement of work shall be
                   itemized.
              (3)  In addition to the required hard copy, offerors are
                   encouraged to submit cost and pricing data in Lotus 1-2-3
                   or Excel readable spreadsheet Format. This will facilitate
                   the Government's analysis and evaluation of your cost proposal.
         C.  Property and equipment - It is ED policy that contractors provide
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         all equipment and facilities necessary for performance of contracts;
         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 150 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 past performance, including a listing of
         references with contract and grant numbers and the addresses and phone
         business.
         (4)  the offeror's record of business integrity;
         (5)  the offeror's possession of necessary organizational experience,
         technical skills or the ability to obtain them;
         (6)  the offeror's possession of necessary facilities; or the ability
         to obtain them;
         (7)  the offeror's compliance with subcontract requirements; and
         (8)  any other special considerations involved in the acquisition.
         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.
     1 311-5
         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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




          in proposal timelines if the Paperwork Reduction Act
          is applicable.
         F.  The cover of each offer must specify for which clearinghouse the offer 
         Each offer must contain a price proposal for the base year and each of the 
         years of the contract.  One version, without cost figures, is to be include
         Technical Proposal; the other, with cost figures, is to appear in the Busin
         A Price Proposal Budget, Pricing Sheet and Task Loading Chart are included 
         to Attachment C, D & E.  Both the technical and business proposals should c
         years of the contract.
         
         G.  The government intends to award a performance based contract.  Under FA
         Performanced-based contracts must:
         
         	(c)   Specify procedures for reductions of fees or for reductions to the
                     price of a fixed price contract when services are not performed
                     do not meet contract requirements; and 
         
               (d)   Include Performance incentives where appropriate.
                
         In order, to meet this objective, the government intends to negotiate a Qua
         Surveillance Plan.  The offeror should propose a Quality Assurance Surveill
         the Performance Indicators for ERIC Clearinghouses at Attachment A, Page A-
         appropriate reductions and incentives.
         
         H.  The offeror should propose a fixed price contract, using the Price Prop
         Pricing Sheet at Attachments C & D.  A single firm-fixed price should be pr
         term of the contract (base year and four option years).  The offeror should
         payment schedule.  The government anticipates that the progress payment sch
         of the annual firm fixed price unless the offeror includes a different prop
         schedule in its business proposal.
         
         
         
         


     1 311-6
         CLARIFICATION QUESTIONS (ED 311-6) (APRIL 1998)
         Offerors must submit all clarification questions concerning this
         solicitation in writing to the contract specialist. Questions may be
         submitted via E-Mail, fax or regular mail to:
         Michelle Ringo
         U.S. Department of Education
         ROB-3, Room 3616, Mail Stop 4447
         7th and D Streets, SW
         Washington, DC 20202-4447
         email: Michelle_Ringo@ed.gov
         fax:  202/708-9817
         
          ED will accept clarification questions until  May 18, 1998  After this 
         date ED does not guarantee that a response will be given. Oral 
         explanations or instructions given by the Government before the award of 
         the contract(s) shall not be binding. Any information given to a 
         prospective offeror concerning a solicitation will be furnished promptly 
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         to all other prospective offerors as an amendment to the solicitation, if 
         that information is necessary in submitting offers or if a lack of it 
         would be prejudicial to any other prospective offerors. 
     1 311-7
         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.
     2 314-1
         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.  Each major subcontractor
         shall identify the name of the prime contractor on each of
         its past performance forms.  If the offeror has no relevant
         corporate or organizational past performance of a predecessor
         company or of the offeror's management or proposed key personnel
         who have relevant experience.
         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
                             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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




                             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 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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. Beyond
         that initial request, you do not need to follow up with the reference; the
         contracting officer will contact the reference if necessary.
         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
         performance.
     1 52.215-1 I
         INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (OCT 1997)--ALTERNATE
         I (OCT 1997)
           (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 work7ing 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,
                                      (End of Section)




     ED-98-R-0009                             Page B-2




             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 that agent's authority, unless that evidence has been
             previously furnished to the issuing office.
             (3) Late proposals and revisions.  (i) Any proposal received at the
           office designated in the solicitation after the exact time specified for
           receipt of offers will not be considered unless it is received before
           award is made and--
                 (A) It was sent by registered or certified mail not later than the
               fifth calendar day before the date specified for receipt 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 mailed by
               the 15th);
                 (B) 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;
                 (C) 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;
                 (D) 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;
               or
                 (E) 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
                 (F) It is the only proposal received.
               (ii) Any modification or revision of a proposal or response to
             request for information, including any final proposal revision, is
             subject to the same conditions as in subparagraphs (c)(3)(i)(A) through
             (c)(3)(i)(E) of this provision.
               (iii) The only acceptable evidence to establish the date of mailing
             of a late proposal or modification or revision sent either by
             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, response to a request for information, or
             modification or revision 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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




             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 respondents should request the postal
             clerk to place a legible hand cancellation bull's eye postmark on both
             the receipt and the envelope or wrapper.
               (iv) 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.
               (v) The only acceptable evidence to establish the date of mailing of
             a late offer, modification or revision, 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
             (c)(3)(iii) of this provision, excluding postmarks of the Canadian
             Postal Service.  Therefore, offerors or respondents should request the
             postal clerk to place a legible hand cancellation bull's eye postmark
             on both the receipt and the envelope or wrapper.
               (vi) Notwithstanding paragraph (c)(3)(i) of this provision, a late
             modification or revision 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.
               (vii) 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 the
             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.
                 (viii) 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 or other notice of an extension of the closing date,
             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.  If no time
             is specified in the solicitation, the time for receipt is 4:30 p.m.,
             local time, for the designated Government office.
             (4) Unless otherwise specified in the solicitation, the offeror may
           propose to provide any item or combination of items.
             (5) Proposals submitted in response to this solicitation shall be in
           English and in U.S. dollars, unless otherwise permitted by 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.
                                      (End of Section)




     ED-98-R-0009                             Page B-2




             (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 __________  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
           restriciton 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 offer(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
           after conducting discussions with offerors whose proposals have been
           determined to be within the competitive range.  If the Contracting
           Officer may limit the number or proposals in the competitive range to the
           greatest number that will permit an efficient competition among the most
           highly rated proposals.  Therefore, the offeror's initial proposal
           should contain the offeror's best terms from a price and technical
           standpoint.
             (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
                                      (End of Section)




     ED-98-R-0009                             Page B-2




           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
           postaward 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.
                                     (End of provision)
     1 52.215-16
         FACILITIES CAPITAL COST OF MONEY (OCT 1997)
           (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.
           (b) If the prospective Contractor does not propose this cost, the
         resulting contract will include the clause Waiver of Facilities Capital
         Cost of Money.
                                        (End of provision)
     2 52.215-20
         REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR
         PRICING DATA (OCT 1997)
           (a) Exceptions from cost or pricing data.  (1) In lieu of submitting
         cost or pricing data, offerors may submit a written request for exception
         by submitting the information described in the following subparagraphs.
         The Contracting Officer may require additional supporting information, but
         only to the extent necessary to determine whether an exception should be
         granted, and whether the price is fair and reasonable.
               (i) Identification of the law or regulation establishing the price
             offered.  If the price is controlled under law by periodic rulings,
             reviews, or similar actions of a governmental body, attach a copy of
             the controlling document, unless it was previously submitted to the
             contracting office.
               (ii) Commercial item exception.  For a commercial item exception,
             the offeror shall submit, at a minimum, information on prices at which
             the same item or similar items have previously been sold in the
             commercial market that is adequate for evaluating the reasonableness of
             the price for this acquisition.  Such information may include--
                 (A) For catalog items, a copy of or identification of the catalog
               and its date, or the appropriate pages for the offered items, or a
               statement that the catalog is on file in the buying office to which
               the proposal is being submitted.  Provide a copy or describe current
               discount policies and price lists (published or unpublished), e.g.,
                                      (End of Section)




     ED-98-R-0009                             Page B-2




               wholesale, original equipment manufacturer, reseller.  Also explain
               the basis of each offered price and its relationship to the
               established catalog price, including how the proposed price relates
               to the price of recent sales in quantities similar to the proposed
               quantities;
                 (B) For market-priced items, the source and date or period of the
               market quotation or other basis for market price, the base amount,
               and applicable discounts.  In addition, describe the nature of the
               market;
                 (C) For items included on an active Federal Supply Service
               Multiple Award Schedule contract, proof that an exception has been
               granted for the schedule item.
             (2) The offeror grants the Contracting Officer or an authorized
           representative the right to examine, at any time before award, books,
           records, documents, or other directly pertinent records to verify any
           request for an exception under this provision, and the reasonableness of
           price.  For items priced using catalog or market prices, or law or
           regulation, access does not extend to cost or profit information or other
           data relevant solely to the offeror's determination of the prices to be
           offered in the catalog or marketplace.
           (b) Requirements for cost or pricing data.  If the offeror is not
         granted an exception from the requirement to submit cost or pricing data,
         the following applies:
             (1) The offeror shall prepare and submit cost or pricing data and
           supporting attachments in accordance with Table 15-2 of FAR 15.408.
             (2) As soon as practicable after agreement on price, but before
           contract award (except for unpriced actions such as letter contracts),
           the offeror shall submit a Certificate of Current Cost or Pricing Data,
           as prescribed by FAR 15.406-2.
                                     (End of provision)
     1 52.222-24
         PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW (APR 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.
                                     (End of provision)
     2 52.232-13
         NOTICE OF PROGRESS PAYMENTS (APR 1984)
           The need for customary progress payments conforming to the regulations
         in Subpart 32.5 of the Federal Acquisition Regulation (FAR) will not be
         considered as a handicap or adverse factor in the award of the contract.
         The Progress Payments clause included in this solicitation will be
         included in any resulting contract, modified or altered if necessary
         in accordance with subsection 52.232-16 and its Alternate I of the FAR.
         Even though the clause is included in the contract, the clause shall be
         inoperative during any time the contractor's accounting system and
         controls are determined by the Government to be inadequate for
         segregation and accumulation of contract costs.
                                     (End of provision)
                                      (End of Section)







     ED-98-R-0009                             Page B-2




     1 52.232-18
         AVAILABILITY OF FUNDS (APR 1984)
           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.
                                      (End of clause)
     2 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 
         Lenox Coles, Jr.
         Contracting Officer
         U.S. Department of Education
         Contracts and Purchasing Operations
         ROB 3, Room 3616, Mail Stop 4447
         Washington, DC 20202-4447
         202/708-9817 fax
          
           (b) The copy of any protest shall be received in the office designated
         above within one day of filing a protest with the GAO.
                                     (End of provision)
     3 312-14
         MULTIPLE AWARDS
         (ED 312-14)
         The Government intends to award multiple contracts under this
         request for proposals. Proposals will only be competed between other
         proposals submitted on the same subject matter.
     4 312-2
         EVALUATION FACTORS FOR AWARD(ED 312-2) (FEB 1996)
         (A)  The Government will make award to the responsible offeror(s)whose
         offer conforms to the solicitation, has no deficiencies (as defined in FAR
         15.301) 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 (A).
         2.   Past performance subfactors:
              a.   Quality of Product or Service - compliance with
                   contract requirements - accuracy of reports -
                   appropriateness of personnel - technical excellence.
                                      (End of Section)




     ED-98-R-0009                             Page B-2




              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
                   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 currency and relevance of the information, source of
         the information, context of the data, and general trends in contractor's
         performance will be considered. 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.   An offeror will be given an opportunity to discuss adverse past
         performance information, if the offeror has not had a previous
         opportunity to comment on the information.  The contracting officer
                                      (End of Section)




     ED-98-R-0009                             Page B-2




         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 no relevant information on past performance is available for
         an offeror, the offeror will not be evaluated favorably or unfavorably
         credit.
         __________ 
         
         Criteria                                                                   
         
         1.   General Technical Approach                                            
         
           a. Provides a comprehensive technical plan which demonstrates a
              knowledge and understanding of the ERIC mission and system,
              and includes the overall design and general technical approach
              to establishing, operating, and managing an ERIC Clearinghouse,
              and a discussion of the methods which will be used to acquire,
              synthesize, and disseminate information.                             1
         
           b. Discusses fully the proposed scope of interest for the
              Clearinghouse including a critical analysis of the emerging
              trends and issues in the field and plans and procedures for
              responding to them.                                                   
         
           c. Provides assurance of objectivity and impartiality in
              Clearinghouse activities, including provisions to assure that
              the Clearinghouse will not promote the host institution's agenda.     
         
         2.   Discussion of Specific Tasks                                          
         
           The proposal demonstrates the offeror's capability for carrying 
           out the specific tasks required in this RFP:
         
           a. Task 1 -- Database Development                                        
         
           b. Task 2 -- Products                                                    
         
           c. Task 3 -- User Services                                               
         
           d. Task 4 -- Outreach and Training                                       
         
           e. Task 5 -- System-wide Activities and Special Projects                 
         
           f. Task 6 -- Clearinghouse Management (covered in Item 3 below)         -
         
         3.   Management Plan                                                       
         
           a. The management plan is clear, logical and includes all elements in
              Task 6.2.  The milestones and time lines are scheduled by Task.
              There are provisions for identifying and correcting problems and
              a system for maintaining quality.                                     
         
           b. Plan clearly indicates lines of authority and responsibility in
              operating the Clearinghouse, including a staffing plan and person-
                                      (End of Section)




     ED-98-R-0009                             Page B-2




              loading chart, with actual hours and percentages of time for each
              task.                                                                 
         
         4.   Qualifications of Key Personnel                                       
         
           a. Clearinghouse Director and Associate Director: The proposal
              provides vitae and evidence of scope area expertise and national
              leadership, relevant managerial experience and writing and 
              publication experience.                                               
         
           b. Other Key Staff (acquisitions, user services and information
              technologist):  The proposal provides vitae and evidence of scope
              area experience in database development, publications, user services,
              product development and dissemination, outreach and training, and
              knowledge of information technology, including emerging electronic
              technologies.                                                         
         
         5.   Capability and Commitment of Offeror                                  
         
           a. Demonstrated organizational competence to perform similar or
              related tasks.  Discussion of how this project relates to the
              mission of the offeror.                                               
         
           b. The proposal's management plan clearly describes the high quality
              proposed facility, including computer hardware and software
              capabilities, other equipment and resources, and knowledge of
              emerging technologies, with the capacity for future implementation.   
         
                                                                      Maximum Total 
         


     1 52.217-5
         EVALUATION OF OPTIONS (JUL 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 of options will not obligate
         the Government to exercise the option(s).
                                    (End of provision)
                                              (End of Section)


















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