Solicitation Snapshot File 

     Issued:06/11/98                   Rating:     -004559
                                       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:
             Contr. & Purch. Opr., Support Serv. Gr.
             U.S. Dept. of Education, Rm 3616, ROB-3
             Seventh and D Streets SW
             Washington, DC 20202-4443


                                       Delivery By:09/15/98
                                       Proposals Due:07/13/98
                                       Time:14:00
                                       Copies:8
                                       FOB Flag:Destination
                                       Set-aside FlagU
                                       Set-aside Type:
                                       SAF:NoAvailable?:Yes


Name: Dean Pike                        Phone: (202) 708-8569


Administered By:ELCPO
                 U.S. Department of Education
                 GSA Bldg.,  (ROB)  RM3616
                 Seventh & D Streets  SW
                 Washington, D.C.   20202-4443


   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


NATIONAL POSTSECONDARY STUDENT AID STUDY (NPSAS:2000)




     1 301-6a
         ESTIMATED COST AND INCENTIVE FEE (INCREMENTALLY FUNDED CONTRACTS)(MAY
         1998)
         (a)  It is estimated that the total cost to the Government for
              full performance of this contract will be $__________  of which 
              $__________ represents the estimated cost and $ __________ represents 
              the target fee (if any). The fee payable under this contract
              shall be the target fee adjusted in accordance with paragraph
              (e) of clause 52.216-10, Incentive Fee and the Schedule of 
         Performance Incentives contained in Attachment H of this 
              contract.
         
         (b)  Funds currently available for payment and allotted to this
              contract are $__________  of which $ __________ represents the 
              limitation of reimbursable costs and $__________ represents the 
              amount set aside for fee (if any). For further provisions
              on funding, see clause 52.232-22, Limitation of Funds.
         
         (c)  If and when the contract is fully funded, as specified in
              paragraph (a) of this clause, clause 52.232-20, Limitation
              of Cost, shall become applicable.
         
         (d)  The Contracting Officer may allot additional funds to the
              contract without the concurrence of the Contractor.
         
     2 307-13
         INFORMATION TECHNOLOGY SYSTEM SECURITY
         REQUIREMENTS (MARCH 1995)
         The Contractor and its subcontractors shall comply with the ADP
         System Security requirements set forth in:
         
              A.  The Statement of Work of this contract;
              B.  The Privacy Act of 1974 (P.L. 93-579, U.S.C. 552a); and
              C.  The U.S. Department of Education, Information Technology Security
                  Manual, Handbook Number 6; including --
         
         Contractors may also consider the use of the Department's Contractor
         Self-Certification Program (CSCP) for Personnel with Low Risk ADP-
         Related Responsibilities. This program is applicable only to those
         employees whose duties have been designated as "Low Risk" by the
         government and is designed to allow a contractor to "self-certify"
         the trustworthiness of its employees, in lieu of the government-
         required investigative process. More detailed information about the
         CSCP is set forth in the handbook entitled, "Information Technology
         Security Program" Contractor Self-Certification Program for Personnel
         with Low Risk ADP-Related Responsibilities."
         
         The Contractors may arrange to review copies of the above referenced
         documents by contacting the Contract Specialist at telephone number
         202/708-8569   The Contractor shall include this provision in any 
         subcontract(s) awarded pursuant to this contract. 
         







     ED-98-R-0017                             Page B-2




     3 311-17
         ADDITIONAL INSTRUCTION FOR PROPOSAL FOR
           ADP SECURITY COMPLIANCE (FEBRUARY 1988)
         Potential offerors are directed to the security requirements under the
         clause entitled "Automated Data Processing (ADP) System Security
         Requirements", ED 307-13.  Technical proposals must include a separately
         detailed plan for meeting these requirements, including any necessary
         subcontract applications.Submission of these plans shall serve as
         certifications of the offerors' full intent for compliance.
         
         
     4 52.216-10
         INCENTIVE FEE (MAR 1997)
           (a) General.  The Government shall pay the Contractor for performing this
         contract a fee determined as provided in this contract.
           (b) Target cost and target fee.  The target cost and target fee specified
         in the Schedule are subject to adjustment if the contract is modified in
         accordance with paragraph (d) of this clause.
             (1) "Target cost," as used in this contract, means the estimated cost
           of this contract as initially negotiated, adjusted in accordance with
           paragraph (d) below.
             (2) "Target fee," as used in this contract, means the fee initially
           negotiated on the assumption that this contract would be performed for a
           cost equal to the estimated cost initially negotiated, adjusted in
           accordance with paragraph (d) of this clause.
           (c) Withholding of payment.  Normally, the Government shall pay the fee
         to the Contractor as specified in the Schedule.  However, when the
         Contracting Officer considers that performance or cost indicates that the
         Contractor will not achieve target, the Government shall pay on the basis
         of an appropriate lesser fee.  When the Contractor demonstrates that
         performance or cost clearly indicates that the Contractor will earn a fee
         significantly above the target fee, the Government may, at the sole
         discretion of the Contracting Officer, pay on the basis of an appropriate
         higher fee.  After payment of 85 percent of the applicable fee, the
         Contracting Officer may withhold further payment of fee until a reserve is
         set aside in an amount that the Contracting Officer considers necessary to
         protect the Government's interest.  This reserve shall not exceed 15
         percent of the applicable fee or $100,000, whichever is less.  The
         Contracting Officer shall release 75 percent of all fee withholds under
         this contract after receipt of the certified final indirect cost rate
         proposal covering the year of physical completion of this contract,
         provided the Contractor has satisfied all other contract terms and
         conditions, including the submission of the final patent and royalty
         reports, and is not delinquent in submitting final vouchers on prior
         years' settlements.  The Contracting Officer may release up to 90 percent
         of the fee withholds under this contract based on the Contractor's past
         performance related to the submission and settlement of final indirect
         cost rate proposals.
           (d) Equitable adjustments.  When the work under this contract is
         increased or decreased by a modification to this contract or when any
         equitable adjustment in the target cost is authorized under any other
         clause, equitable adjustments in the target cost, target fee, minimum fee,
         and maximum fee, as appropriate, shall be stated in a supplemental
         agreement to this contract.





     ED-98-R-0017                             Page B-3




           (e) Fee payable.  (1) The fee payable under this contract shall be the
         target fee increased by __________ cents for every dollar that the total 
         allowable cost is less than the target cost or decreased by  __________ 
         cents for every dollar that the total allowable cost exceeds the target 
         cost.  In no event shall the fee be greater than  __________ percent or 
         less than  __________ percent of the target cost. 
             (2) The fee shall be subject to adjustment, to the extent provided in
           paragraph (d) of this clause, and within the minimum and maximum fee
           limitations in paragraph (e)(1) of this clause, when the total allowable
           cost is increased or decreased as a consequence of (i) payments made
           under assignments or (ii) claims excepted from the release as required by
           paragraph (h)(2) of the Allowable Cost and Payment clause.
             (3) If this contract is terminated in its entirety, the portion of the
           target fee payable shall not be subject to an increase or decrease as
           provided in this paragraph.  The termination shall be accomplished in
           accordance with other applicable clauses of this contract.
             (4) For the purpose of fee adjustment, "total allowable cost" shall
           not include allowable costs arising out of--
               (i) Any of the causes covered by the Excusable Delays clause to the
             extent that they are beyond the control and without the fault or
             negligence of the Contractor or any subcontractor;
               (ii) The taking effect, after negotiating the target cost, of a
             statute, court decision, written ruling, or regulation that results in
             the Contractor's being required to pay or bear the burden of any tax
             or duty or rate increase in a tax or duty;
               (iii) Any direct cost attributed to the Contractor's involvement in
             litigation as required by the Contracting Officer pursuant to a clause
             of this contract, including furnishing evidence and information
             requested pursuant to the Notice and Assistance Regarding Patent and
             Copyright Infringement clause;
               (iv) The purchase and maintenance of additional insurance not in the
             target cost and required by the Contracting Officer, or claims for
             reimbursement for liabilities to third persons pursuant to the
             Insurance Liability to Third Persons clause;
               (v) Any claim, loss, or damage resulting from a risk for which the
             Contractor has been relieved of liability by the Government Property
             clause; or
               (vi) Any claim, loss, or damage resulting from a risk defined in the
             contract as unusually hazardous or as a nuclear risk and against which
             the Government has expressly agreed to indemnify the Contractor.
             (5) All other allowable costs are included in "total allowable cost"
           for fee adjustment in accordance with this paragraph (e), unless
           otherwise specifically provided in this contract.
           (f) Contract modification.  The total allowable cost and the adjusted fee
         determined as provided in this clause shall be evidenced by a modification
         to this contract signed by the Contractor and Contracting Officer.
           (g) Inconsistencies.  In the event of any language inconsistencies
         between this clause and provisioning documents or Government options under
         this contract, compensation for spare parts or other supplies and services
         ordered under such documents shall be determined in accordance with this
         clause.
                                        (End of clause)
                                      (End of Section)






     ED-98-R-0017                             Page B-4




     1 302-2
         SCOPE OF WORK (FEBRUARY 1985)
         The contractor shall furnish all personnel, materials, services, and
         facilities necessary to perform the requirements set forth in the
         Statement of Work, Attachment A   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. __________ 
         
     2 303-1
         SHIPMENT AND MARKING (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:
         
         __________ 
         
         (c)  Mark deliverables for: __________ 
         
     3 304-1a
         INSPECTION AND ACCEPTANCE (APRIL 1984)
         Pursuant to the inspection clause, Section I, final inspection and
         acceptance of all contracted items shall be made by the Contracting
         Officer.
         
         Inspection and acceptance will be performed at:
         
         U. S. Department of Education
         Contracts and Purchasing Operations
         GSA/NCR Building/Room 3616/MS-4447
         7th and D Streets, S. W.
         Washington, D. C. 20202-4447 
         
         
     4 305-2
         REPORT OF CONSULTANTS (MARCH 1986)
         The contractor must maintain a written report for the files on the
         results of all consultations charged to this contract.  This report
         must include, as a minimum:  (1) the consultant's name, dates, hours
         and amount charged to the contract, (2) the names of the contractor
         or subcontractor staff to whom the services are provided, and (3) the
         results of the subject matter of the consultations.
         
     5 305-5
         PERIOD OF PERFORMANCE (MARCH 1986)
         Performance hereunder shall be completed within 42 months, unless Optional 
         Contract Task 2 is exercised in which case the Period of Performance will 
         be 60 months of the date of contract award, inclusive of all specified 
         deliveries and/or task work. 
         
                                      (End of Section)






     ED-98-R-0017                             Page B-2




     1 305-6
         DELIVERABLES (MARCH 1986)
         All deliverables shall be submitted in accordance with the kinds,
         quantities and dates indicated in the attached Statement of
         Work.
         
         F.4 - DELIVERABLES FORMAT
         
         Paper copies (hard copies) shall be provided of all deliverables to the
         COTR, and Contracting Officer as designated in Attachment A - Statement of
         Work. Additionally, all deliverables shall be provided to the COTR only
         on 3.5 inch (or metric equivalent) disks using Microsoft Office 97
         software (except when noted otherwise) and suitable for use on an IBM
         compatible PC, and shall include hard copy print-outs of tasks products.
         The Deliverables and Schedule for NPSAS 2000 are contained as part of
         the Statement of Work in Attachment A.
         
         
         
         


     2 306-1
         INVOICE AND CONTRACT FINANCING REQUEST SUBMISSION (MARCH 1988)
         (A)  The Government agrees to pay the Contractor as complete compensation
         for all work and services performed and materials furnished under this
         contract those allowable costs defined in the contract clause entitled
         "ALLOWABLE COST AND PAYMENT" in an amount not to exceed the estimated
         costs specified in the contract.
         
         (B)  The contractor shall submit the original and one (1) copy of the
         invoice or contract financing requests to the Designated Billing Office
         
         __________ 
         
          Note:  Invoices or contract financing requests must be
                 sent to the designated billing office indicated
                 above.  Invoices or contract financing requests
                 should NOT be sent to the "Payment will be made
                 by" office indicated on the face page of the
                 contract (block 12 of SF26 or block 25 of SF33).
         
         C)  The Contractor shall prepare invoices and contract financing requests
         in accordance with the billing instructions attached hereto and made a
         part of this contract.
         
                                      (End of Section)












     ED-98-R-0017                             Page B-2




     1 306-10
         GOVERNMENT-FURNISHED DATA (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
         -IPEDS Institutional Characteristics File; 1997-1998
         -IPEDS Fall Enrollment Files; 1997-1999
         -Access to Title IV WAN to download CPS
         -Loan Amounts from the Department of Education's National Student Loan
          Data System
         -Pell Grant Data from the Department of Education's Files 
         
         
         (E)  Other treatment and rights shall be in accordance with the
         incorporated general provision titled "Government Property".
         
     2 306-2
         ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY
         (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.
         
         306-2(a) - Additional Requirements for Control of Government 
                    Property (continued).
         
                    The Government will provide the Contractor FTS 2000
                    telephone lines.
         


                                      (End of Section)



     ED-98-R-0017                             Page B-2




     1 306-8
         CONTRACT ADMINISTRATOR (FEB 1985)
         The Contractor shall designate one individual to be contacted during the
         period of the contract for prompt contract administration.
         
         __________ 
         
         
     2 306-9
         PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES (OCTOBER 1993)
         (a)  Pending the establishment of final indirect cost rates, as required
         by the clause entitled "Allowable Cost and Payment" FAR 52.216-7, the
         Contractor shall be reimbursed for its indirect costs on the basis of the
         negotiated provisional, or billing, rates as set forth below.  Those rates
         shall remain in effect until the contract is modified to incorporate
         either negotiated final indirect rates, as directed by either paragraph
         (d) or (f) of the same clause, as applicable, or revised provisional
         indirect cost rates, as explained in paragraph (e).
         
         (b)  The provisional overhead rate(s) applicable to this contract:
         
         __________ 
         
     3 307-18a
         SERVICE CONTRACT ACT APPLICATION (ALTERNATE 1) (AUGUST 1987)
         (Reference)
     4 301-20
         PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS  WITH DISABILITIES
         (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.
         
     5 307-17
         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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




          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).
         
     1 307-2
         KEY PERSONNEL DESIGNATION (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:
         
          KEY PERSONNEL DESIGNATION:
         
         NAME:_________________________
         TELEPHONE:____________________
         TITLE:________________________
         
         NAME:_________________________
         TELEPHONE:____________________
         TITLE:________________________
         
         NAME:_________________________
         TELEPHONE:____________________
         TITLE:________________________ 
         
     2 307-3
         DUAL COMPENSATION (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 Section)









     ED-98-R-0017                             Page B-2




     1 307-30
         SUBMISSION OF MANDATORY INFORMATION FOR ELECTRONIC
           FUNDS TRANSFER PAYMENT (SEPTEMBER 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
         
     2 307-31
         YEAR 2000 COMPLIANCE (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.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         (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.
         
     1 307-5
         PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES (MARCH 1985)
         The Contractor shall not use any contract funds, or funds from other
         sources, to pay the travel expenses of, or a fee to, ED employees for
         lectures, attending program functions, or any other activities in
         connection with this contract.
         
     2 307-8
         PAYMENT OF PRINTING TO BE PERFORMED BY THE
         GOVERNMENT PRINTING OFFICE (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 (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.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         (a)  Software developed for ED--The contractor shall ensure that any
         software developed under this contract for use by ED's employees or
         external customers is accessible to individuals with disabilities.
         At a minimum, such software must meet all the requirements the ED
         manual "Requirements for Accessible Software Design."  However, in
         accordance with paragraph (d) of this clause, the contracting officer
         may waive a 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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




             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
         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  before  contract 
         completion.) 
         
     2 52.224-1
         PRIVACY ACT NOTIFICATION (APR 1984)
           The Contractor will be required to design, develop, or operate a system
         of records on individuals, to accomplish an agency function subject to
         the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C.
         552a) and applicable agency regulations.  Violation of the Act may involve
         the imposition of criminal penalties.
                                      (End of clause)
     3 52.224-2
         PRIVACY ACT (APR 1984)
           (a) The Contractor agrees to--
             (1) Comply with the Privacy Act of 1974 (the Act) and the agency rules
           and regulations issued under the Act in the design, development, or
           operation of any system of records on individuals to accomplish an
           agency function when the contract specifically identifies--
               (i) The systems of records; and
               (ii) The design, development, or operation work that the contractor
                                      (End of Section)




     ED-98-R-0017                             Page B-2




             is to perform;
             (2) Include the Privacy Act notification contained in this contract in
           every solicitation and resulting subcontract and in every subcontract
           awarded without a solicitation, when the work statement in the proposed
           subcontract requires the redesign, development, or operation of a system
           of records on individuals that is subject to the Act; and
             (3) Include this clause, including this subparagraph (3), in all
           subcontracts awarded under this contract which requires the design,
           development, or operation of such a system of records.
           (b) In the event of violations of the Act, a civil action may be brought
         against the agency involved when the violation concerns the design,
         development, or operation of a system of records on individuals to
         accomplish an agency function, and criminal penalties may be imposed upon
         the officers or employees of the agency when the violation concerns the
         operation of a system of records on individuals to accomplish an agency
         function.  For purposes of the Act, when the contract is for the operation
         of a system of records on individuals to accomplish an agency function, the
         Contractor is considered to be an employee of the agency.
           (c)(1) "Operation of a system of records," as used in this clause,
         means performance of any of the activities associated with maintaining
         the system of records, including the collection, use, and dissemination
         of records.
             (2) "Record," as used in this clause, means any item, collection, or
           grouping of information about an individual that is maintained by an
           agency, including, but not limited to, education, financial
           transactions, medical history, and criminal or employment history and
           that contains the person's name, or the identifying number, symbol, or
           other identifying particular assigned to the individual, such as a
           fingerprint or voiceprint or a photograph.
             (3) "System of records on individuals," as used in this clause, means
           a group of any records under the control of any agency from which
           information is retrieved by the name of the individual or by some
           identifying number, symbol, or other identifying particular assigned to
           the individual.
                                      (End of clause)
     1 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
           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-0017                             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 must be amended accordingly.  If the contract price
           or cost allowance of this contract is affected by such changes,
           adjustment shall be made in accordance with subparagraph (a)(4) or (a)(5)
           of this clause, as appropriate.
             (3) Comply with all CAS, including any modifications and
           interpretations indicated thereto contained in 48 CFR Part 9904, in
           effect on the date of award of this contract or, if the Contractor has
           submitted cost or pricing data, on the date of final agreement on price
           as shown on the Contractor's signed certificate of current cost or
           pricing data.  The Contractor shall also comply with any CAS (or
           modifications to CAS) which hereafter become applicable to a contract or
           subcontract of the Contractor.  Such compliance shall be required
           prospectively from the date of applicability to such contract or
           subcontract.
             (4)(i) Agree to an equitable adjustment as provided in the Changes
           clause of this contract if the contract cost is affected by a change
           which, pursuant to subparagraph (a)(3) of this clause, the Contractor is
           required to make to the Contractor's established cost accounting
           practices.
               (ii) Negotiate with the Contracting Officer to determine the terms
             and conditions under which a change may be made to a cost accounting
             practice, other than a change made under other provisions of
             subparagraph (a)(4) of this clause; provided that no agreement may be
             made under this provision that will increase costs paid by the United
             States.
               (iii) When the parties agree to a change to a cost accounting
             practice, other than a change under subdivision (a)(4)(i) of this
             clause, negotiate an equitable adjustment as provided in the Changes
             clause of this contract.
             (5) Agree to an adjustment of the contract price or cost allowance,
           as appropriate, if the Contractor or a subcontractor fails to comply with
           an applicable Cost Accounting Standard, or to follow any cost accounting
           practice consistently and such failure results in any increased costs
           paid by the United States.  Such adjustment shall provide for recovery
           of the increased costs to the United States, together with interest
           thereon computed at the annual rate established under section 6621 of the
           Internal Revenue Code of 1986 (26 U.S.C. 6621) for such period, from the
           time the payment by the United States was made to the time the adjustment
           is effected.  In no case shall the Government recover costs greater than
           the increased cost to the Government, in the aggregate, on the relevant
           contracts subject to the price adjustment, unless the Contractor made a
           change in its cost accounting practices of which it was aware or should
           have been aware at the time of price negotiations and which it failed to
           disclose to the Government.
           (b) If the parties fail to agree whether the Contractor or a
         subcontractor has complied with an applicable CAS in 48 CFR, 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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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
             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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




           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 52.230-6
         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
           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,
                                      (End of Section)




     ED-98-R-0017                             Page B-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
           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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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.
           (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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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
         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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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
         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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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 52.239-1
         PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)
           (a) The Contractor shall not publish or disclose in any manner, without
         the Contracting Officer's written consent, the details of any safeguards
         either designed or developed by the Contractor under this contract or
         otherwise provided by the Government.
           (b) To the extent required to carry out a program of inspection to
         safeguard against threats and hazards to the security, integrity, and
         confidentiality of Government data, the Contractor shall afford the
         Government access to the Contractor's facilities, installations, technical
         capabilities, operations, documentation, records, and databases.
           (c) If new or unanticipated threats or hazards are discovered by either
         the Government or the Contractor, of if existing safeguards have ceased to
         function, the discoverer shall immediately bring the situation to the
         attention of the other party.
                                      (End of clause)
         H.19 OPTION FOR INCREASED QUANTITY
         
         (a) The Government may increase the quantity of services by
         exercising any of the optional Tasks as stated within Attachment
         A.
         
         The Contracting Officer shall notify the Contractor thirty (30)
         days prior to exercising any of the Optional Tasks.  The
         preliminary notice does not commit the Government to exercise any
         of the Optional Tasks.
         
         (b) Delivery of each of the Optional Tasks shall be specified in
         the delivery schedule noted in Attachment A.
         
           Total duration of this Contract, including the exercise of any
         additional Optional tasks under this clause, shall not exceed
         forty-two(42) months, unless Optional Task 2 is exercised, in which
         case the period of performance will be 60-months.
         
         (c)  Optional Tasks 1, 2, and 3, will be awarded as Cost Reimbursement
              tasks.
         
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         (1) Under Attachment A - Statement of Work - Optional Task One - 
             Sampling and Data Collection Procedures.
         
         A.  The estimated award date of Optional Task One is within __
         months of Contract Award.  The period of performance of Optional
         Task One shall be from the date of award of the Optional Task
         through the end of the contract period of performance.
         
         B.  The total estimated cost for full performance under Optional
         Task One is $______, of which the sum of $______ represents the estimated
         reimbursable costs and $______ represents the target fee.
         
         (2) Under Attachment A - Statement of Work - Optional Task 2 -
         Bachelor's Degree Field Test.
         
         A.  The estimated award date of Optional Task Two is within __
         months of Contract Award.  The period of performance of Optional
         Task Two shall be from the date of award of the Optional Task
         through the end of the contract period of performance.
         
         B.  The total estimated cost for full performance under Optional
         Task Two is $______, of which the sum of $______ represents the estimated
         reimbursable costs and $______ represents the target fee.
         
         (3) Under Attachment A - Statement of Work - Optional Task 3 - 
         Credit Card Collection.
         
         A.  The estimated award date of Optional Task Three is within __
         months of the Contract Award.  The period of performance of
         Optional Task Three shall be from the date of award of the
         Optional Task through the end of the contract period of
         performance.
         
         B.  The total estimated cost for full performance under Optional
         Task Three is $______, of which the sum of $______ represents the
         estimated reimbursable costs and $______ represents the target fee.
         
         
         
         
         
         
         


         H.20 - INCENTIVES 
         
         A. Introduction
         The contractor will be elgible for an
         Incentive payment based on the Schedule of Performance Incentives
         for NPSAS 2000 contained in Attachment H for each contract Task/subtask
         that it completes, based on the Government's judgmental evaluation of
         the contractor's performance in terms of the criteria stated
         herein.  The Government will evaluate the contractor's performance in
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         terms of the quality of its technical work, as measured against
         Standards contained in the Surveillance Plan.                              
         
         The technical performance provisions of the contract are intended
         to encourage and reward the contractor for quality, timeliness,
         and completeness of its work on this Contract.  
         
         The determination of an Incentive payment earned, will be made
         unilaterally and in writing by the Contracting
         Officer in accordance with the referenced Incentive Plan,
         shall be binding on both parties, and shall not be subject to
         appeal under the Disputes Clause (FAR 52.233-1) of the Contract.
         
         The Contracting Officer's determination to make an Incentive payment
         in no way alters the Contractor's responsibilities to perform any
         functions or produce any deliverables that are required by this
         Contract.  Also, the Contracting officer's determination to make
         an Incentive payment in no way alters the Department's obligation to
         pay the contractor for costs that are allowable, allocable, and
         reasonable.
         
         In the event the Contract is terminated, either in whole or in
         part, the Contractor will only be elgible for the Incentive payment for
         fully completed Tasks for the Evaluation Period in which the 
         Termination takes place.
         
         
         B.  Incentive Plan
         
         The following is a description of the plan by which the
         Government may make an Incentive payment to the Contractor, based on
         its technical performance of the Contract:
         
         The Surveillance Plan lists matching sets of Activities and Performance
         Standards which apply to all Tasks/subtasks to be performed
         under this Contract.  The Performance Standards are written to the 
         level of "Acceptable Performance", as defined in this Contract clause.
         The Performance Standards will allow the Government to make an
         objective assessment of the Contractor's performance based on the
         quality, completeness, and timeliness of its technical work.
         
         The Evaluation Periods will be for the Base 12-month period of the
         Contract, the successive two (2) tweleve-month periods, and the final
         six-month period (based on a 42-month period of performance).  If 
         Optional Task 2 is performed the Contract Period of Performance will
         be 60-months and the Evaluation Periods will take place at 12-month 
         intervals from the effective date of the Contract.
         Only those Task Orders which have been fully completed and final work
         has been accepted by the Government will be subject to these Evaluations. 
         
         A panel of  Department of Education employees will comprise a Technical
         Evaluation Panel. At a minimum they are the Contracting 
         Officer's Technical Representative (COTR) and the Contract Specialist.
         The Evaluation Panel will conduct Evaluation assessments 
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         of the Contractor's performance in meeting established technical
         Standards for all fully completed Tasks/subtasks. The Evaluation Panel 
         will make a written recommendation to the Contracting Officer in regard
         to making an Incentive payment.
         
         C. Evaluation Procedures
         
         The steps listed below will be followed in making an Incentive payment
         determination for this Contract:
         
         1).  The Incentive Evaluation Periods are the Base Year (12 month
         period) and each successive 12-month period of the Contract (and final
         6-months of the Contract if the period of performance is 42 months).
         The Contractor will be elgible for Incentive payments for fully
         completed Tasks for each Evaluation Period.
         
         2).  Evaluation of the contractor's performance will be based on
         the contract Activities and Standards contained in the
         Surveillance Plan.  In order to make any change(s) to the
         Surveillance Plan the Government and contractor shall agree to a
         Modification of the Contract, that changes language in the
         Surveillance Plan.  
         
         3).  Within 10 days of the end of an Evaluation
         Period the Contractor has the option of submitting a written
         self-evaluation report of its performance during the preceding
         period to the Contracting Officer, who in turn will provide it to
         the Evaluation Panel.  The contractor may submit any material
         that will assist the Evaluation Panel in rating its performance.
         
         4).  Within 20 days after the end of an Evaluation
         Period the Evaluation Panel will meet to determine a rating(s) of
         the Contractor's performance on completed Contract Tasks/subtasks for the
         preceding period.  All reports and data items submitted during the 
         Evaluation Period, including the Contractor's self-evaluation
         report (if provided by the Contractor), will be used by the
         Evaluation Panel to assist members in rating the Contractor's
         performance on specific Contract Tasks/subtasks.
         
         5).  Within 30 days of receiving a written recommendation
         regarding an Incentive payment from the Evaluation Panel, the
         Contracting Officer will make a unilateral determination of an
         Incentive payment to be paid to the Contractor.
         
         6).  After receiving the written recommendation from the
         Evaluation Panel to make an Incentive payment, the Contracting
         Officer will write a letter to the Contractor, authorizing the
         Contractor to invoice the Government for the Incentive payment, if all
         the conditions for making an Incentive payment, stated herein are met. 
         The Contractor shall not invoice the Government for an Incentive
         payment, for any evaluation period, until having received the above
         referenced letter from the Contracting Officer.
         
         D.  Technical Evaluation Criteria and Incentive Payment
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         Incentive payment(s) based on the schedule, contained in 
         Attachment H, will be made by the Government to
         the Contractor for the Tasks/subtasks fully completed during an Evaluation
         Period and for which the Evaluation Panel has assigned a
         rating of "Outstanding in all Respects" or "Outstanding in Most Respects".
         Each Evaluation Panel member will make a single rating for the
         Tasks/subtasks based on an overall assessment of how well
         the Contractor meets the Standards for the respective Activities
         that exist for the Tasks/subtasks. The following are the adjective
         ratings  and definitions to be used by the Evaluation Panel in 
         judging Contractor Technical Performance.
         
         1). Outstanding in all Respects - Fully exceeds all applicable Standards
             contained in Clause H.22 - Surveillance Plan.  Exceeds NCES Standards 
             (NCES 92-021), OMB's Directive 5 CFR 1320 and OERI Publication
             Guidelines, and requires no additional work. All areas identified
             in the contractor's technical proposal, plans, and outlines are
             adequately covered.
         
         2). Outstanding in Most Respects - Exceeds most applicable standards
             contained in Clause H.22 - Surveillance Plan. Exceeds NCES Standards
             (NCES 92-021), OMB's Directive 5 CFR 1320 and OERI Publication
             Guidlines, but requires some additional work.  Areas of deficiency
             are few and are more than offset by outstanding performance.
                 
         3). Acceptable - Fully meets all applicable Standards contained in
                          Contract Clause H.22 - Surveillance Plan. Additional
                          work is required.
         
         4). Unacceptable - Does not meet all applicable Standards contained
                            in Contract Clause H.22 - Surveillance Plan.
                            Substantial additional work is required.
                            
         In order to qualify for an Incentive payment for a Contract Task/subtask
         fully completed within a given Evaluation Period,
         the Evaluation Panel must unanimously rate the Contractor's
         Technical performance in completing that Task as "Outstanding in all
         Respects" or "Outstanding in Most Respects".   No 
         Incentive payments will be made for tasks/subtasks that are rated as
         "Acceptable" or "Unacceptable".
         
         
         
         
         
         
         
         
         
         
         
         
         
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         
         
         
         
          
         
         
         
         
         
         
         
         
         
         
         
         
         


         H.21 - REDACTED PROPOSAL
         
         The successful Offeror should provide a redacted version of its
         Proposal to the Contracting Officer 10 days after Contract Award,
         suitable for release by the Government under a Freedom of
         Information Act Request (FOIA).  
         
         
         


         H.22 - SURVEILLANCE PLAN
         
         The work performed on this Contract is subject to an Annual
         Evaluation by an panel consisting of Department of Education
         employees, which include at a minimum, the Contracting Officer's
         Technical Representative (COTR) and the Contract Specialist (CS).
         Detailed information is provided in the Contract Incentive
         Clause H.20.
         
         In general, the work will be evaluated in terms of how well the
         requirements of the Contract are satisfied, the extent to which
         the work performed follows the approach found in the Contractor's
         technical proposal, and in the work plans and outlines submitted
         by the Contractor over the life of the Contract; all of which are
         measured against the Performance Standards contained in the
         Surveillance Plan.
         
         The Standards are written at the level of "Acceptable"
         performance, as defined in the Contract Incentive Clause.  Only
         the final products from Tasks that have been completed during the
         annual Evaluation Period will be subject to evaluation.  Interim
         products leading to the final products will be evaluated in terms
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         of their contribution to the final products, but not separately. 
         The Standards will allow the Government to make an objective
         assessment of the Contractor's performance based on the quality,
         completeness, and timeliness of its technical work.
         
         The Contractor's performance will be evaluated in terms of a
         specific set of products and activities contained in the Schedule
         of Performance Incentives - NPSAS 2000, contained in Attachment
         H.  In order to qualify for an Incentive payment the evaluation
         panel must rate the contractor's completed task/subtask work as
         "Outstanding in all Respects" or "Outstanding in Most Respects"   
         as defined in the Contract Incentive Clause.
         
         In order to be considered for an Incentive payment, the
         product/activity must be delivered/completed no later than the
         date given in the Contractor's Best and Final Offer or in a
         revised Schedule, submitted at the initial project meeting (Task
         1).  
         
         "Within the Project Budget" is defined as not more than the cost
         of the Contract, based on costs that are allowable,
         allocable, and reasonable.  The Contracting Officer, with input
         from the Contract Specialist and COTR will make this
         determination.
         
         The following is a list of Activities/Products for the NPSAS 2000
         contract and their applicable performance Standards:
         
         ACTIVITY/PRODUCT:
         Task 1.5: Monthly progress reports on-time in IMS.
         STANDARD:
         95% by 10th day of the month.
         
         ACTIVITY/PRODUCT:
         Task 2.2: OMB Clearance Package (SF-83).
         STANDARD:
         NCES Statistical Standards (NCES 92-021); OMB Directive 5 CFR
         1320; and is within the project budget, delivered on-time and requires
         some revision.
         
         ACTIVITY/PRODUCT:
         Task 2.3: CADE/CATI Instruments (field test).
         STANDARD:
         NCES Statistical Standards (NCES-92-021); OMB's Directive 5 CFR
         1320; and is within the project budget, delivered on-time, and requires
         some revision.
         
         ACTIVITY/PRODUCT:
         Task 2.5 - Field Test Data Collection.
         STANDARD:
         Target response rate achieved; data collection yield achieved; and
         is within the project budget, delivered on-time, and requires some
         revision.
         
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         ACTIVITY/PRODUCT:
         Task 2.6 - Field Test Data File.
         STANDARD:
         NCES Statistical Standards (NCES-92-021); OMB's Directive 5 CFR
         1320; and is within the project budget, delivered on-time, and requires
         some revision.
         
         ACTIVITY/PRODUCT:
         Task 2.7 - Field Test Report.
         STANDARD:
         NCES Statistical Standards (NCES-92-021); OERI Publication
         Guidelines for comparable reports published from NPSAS surveys; and is
         within the project budget, delivered on-time, and requires some revision.
         
         ACTIVITY/PRODUCT:
         Task 3.2 - Instrument Refinement/OMB Clearance (SF-83).
         STANDARD:
         NCES Statistical Standards (NCES-92-021); OMB's Directive 5 CFR
         1320; and is within the project budget, delivered on-time, and
         requires some revision.
         
         ACTIVITY/PRODUCT:
         Task 3.3 - CADE/CATII instruments (full-scale).
         STANDARD:
         NCES Statistical Standards (NCES 92-021); OMB's Directive 5 CFR 1320;
         and is within the project budget, delivered on-time, and requires
         some revision.
         
         ACTIVITY/PRODUCT:
         Task 3.5 - Full-scale data collection. 
         STANDARD:
         NCES Statistical Standards (NCES 92-021); OMB's Directive 5 CFR 1320.
         Target response rate achieved.  Data collection yield achieved; and
         is within the project budget, delivered on-time, and requires some
         revision.
         
         ACTIVITY/PRODUCT:
         Task 4 - Reports/Data Library/Evaluation.
         Electronic Codebook Input files;
         Data Analysis System Input (1) files;
         Data Analysis System Input (2) files;
         Methodology Report;
         ED-TAB Financial Aid Estimates;
         Undergraduate Profile Report;
         Undergraduate Financing Report;
         Graduate Financing Report;
         B & B Descriptive Report.
         STANDARD:
         NCES Statistical Standards (NCES 92-021); OERI Publication Guidlines
         for comparable reports published from prior NPSAS surveys; and is within
         the project budget, delivered on-time, and requires some revision.
         
         ACTIVITY/PRODUCT:
         Cost Control
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         STANDARD:
         Within budget; current, accurate, and complete billings; costs properly
         allocated; unallowable costs not billed; relationship of negotiated
         costs to actual, and; cost efficiencies.
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         


     1 3452.202-1
         DEFINITIONS (AUG 1987)
         (Reference)
     2 3452.208-70
         PRINTING (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 3452.228-70
         REQUIRED INSURANCE (AUG 1987)
         (Reference)
     7 3452.237-71
         SERVICES OF CONSULTANTS (AUG 1987)
         (Reference)
     8 3452.242-70
         LITIGATION AND CLAIMS (AUG 1987)
         (Reference)
     9 3452.242-71
         NOTICE TO THE GOVERNMENT OF DELAYS (AUG 1987)
         (Reference)
     10 3452.242-72
         WITHHOLDING OF CONTRACT PAYMENTS (AUG 1987)
         (Reference)
                                      (End of Section)






     ED-98-R-0017                             Page B-2




     1 3452.242-73
         ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO PERSONS WITH
         (Reference)
     2 3452.243-70
         KEY PERSONNEL (AUG 1987)
         (Reference)
     3 3452.247-70
         FOREIGN TRAVEL (AUG 1987)
         (Reference)
     4 52.203-3
         GRATUITIES (APR 1984)
         (Reference 3.202)
     5 52.203-5
         COVENANT AGAINST CONTINGENT FEES (APR 1984)
         (Reference 3.404)
     6 52.203-6
         RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995)
         (Reference 3.503-2)
     7 52.203-7
         ANTI-KICKBACK PROCEDURES (JUL 1995)
         (Reference 3.502-3)
     8 52.203-8
         CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER
         ACTIVITY (JAN 1997)
         (Reference 3.104-9)
     9 52.203-10
         PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)
         (Reference 3.104-9)
     10 52.203-12
         LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN
         1997)
         (Reference)
     11 52.204-4
         PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (JUN 1996)
         (Reference 4.304)
     12 52.209-6
         PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS
         DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
         (Reference 9.409)
     13 52.219-9
         SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING
         PLAN (AUG 1996)
         (Reference 19.708)
     14 52.222-2
         PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)
         (Reference 22.103-5)
     15 52.222-41
         SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)
         (Reference 22.1006)
     16 52.223-2
         CLEAN AIR AND WATER (APR 1984)
         (Reference 33.106)
                                      (End of Section)






     ED-98-R-0017                             Page B-2




     1 52.227-17
         RIGHTS IN DATA--SPECIAL WORKS (JUN 1987)
         (Reference 27.409)
     2 52.227-23
         RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)
         (Reference 27.409)
         I.28(a)NCES ADDITIONAL DATA COMPLIANCE, APPROVAL, AND MAINTENANCE 
                PROCEDURES  
         
         
           1. Protection of data
           
           The confidentiality of individually identifiable information contained 
           in documents, 4(A) through (F)  of Section 406 of GEPA and 5 U.S.C. 
           552a.  Therefore, the contractor agrees to be fully  responsible for 
           maintaining the confidentiality of all documents, data, and other 
           information supplied by NCES or acquired in the course of performance 
           of this contract, except for any documents or other information 
           specifically designated as nonconfidential by NCES.  The contractor
           shall take such measures as are necessary to maintain the required 
           security including, but not limited to, the following:
           
         a)   The contractor shall have all employees who will have access or the
              ability to gain access to the above described NCES documents, data, 
              or other information execute the Affidavit of Nondisclosure (Copy 
              Attached), which evidenced their having taken an oath not to
              disclose individually identifiable information, before any 
              information is transmitted to, or acquired by, the contractor.  
              These Affidavits of Nondisclosure will be executed and the
              original transmitted to NCES within 10 working days of the start 
              date of the contract;
           
         b)   Prohibit and effectively prevent any person other than the project 
              team members of the contractor (or other employees for whom access 
              is necessary for the effective performance in the project) from
              seeing or having access to the acquired information discussed above 
              while it is in the possession or under the control of the
              contractor;
           
         c) Prohibit and effectively prevent any project team member (or other 
              employee for whom access is necessary for the completion of the 
              project), while employed by the contractor, from disclosing the
              contents or description of the documents or information to any 
              person not authorized under this contract, or by NCES, to have 
              access to such documents or information;
           
         d) Prohibit and prevent removal of any of the acquired documents or
            information in any form from the premises of the contractor, without
            authorization by the COTR or other designated appropriate NCES
            officials;
           
         e) Maintain all data storage, maintenance and management in accordance
            with ED's ADP standards, NCES standards, and the attached SECURITY
            PROCEDURES contained in Attachment C.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




           
           The contractor shall report to NCES failure to comply with this
           agreement and its requirements by any employee as soon as any such
           compliance failure becomes known.  A breach by any employee of his/her
           Affidavit of Nondisclosure shall be considered a material breach of 
           this provision of the contract. At the determination of NCES, the
           contractor shall assign all of its rights of action against the
           particular employee(s) to the United States.
           
           A copy of this confidentiality provision, together with the attached 
           SECURITY PROCEDURES shall be provided by the contractor, to every 
           employee utilized in the performance of this project. 
           Any dispute arising under the agreement shall be resolved in 
           accordance with the Disputes Clause of this contract.
           
           The penalty for unlawful disclosure is a fine of not more than
           $250,000 (under 18 U.S.C. 3559 and 3571) or imprisonment for not more
           than 5 years or both.  
           
           Under no circumstances shall the contractor release personally 
           identifiable information (except as necessary to transfer to later
           follow-up contractors).  Information which identifies persons shall be
           maintained in files which are physically separate from other research 
           data and which are accessible only to authorized agency and contractor
           personnel.
           
           Individual identifiers shall be associated with data only for purposes 
           of data gathering, matching new data with old, establishing sample 
           composition, authenticating data collections, or obtaining
           missing data.  The contractor shall be responsible for maintaining the
           strictest confidentiality for all individual data collected in this 
           survey.
           
           The contractor shall enforce strict procedures for assuring 
           confidentiality.  These procedures shall apply to all phases of the 
           project and should include but not be limited to:  data collection in 
           the field; coding and editing phases of data prior to machine 
           processing;  safeguarding response documents; and maintenance of
           student follow-up information files which physically separate the
           identifying data required for follow-up from the data required for 
           research purposes.  
           
           The contractor shall be familiar with the following laws and 
           regulations:
           
         1. The Privacy Act of 1974, P.L. 93-579, 5 USC 552a;
         2. The "Buckley Amendment", Family Educational and Privacy Act of 1974,
            20 USC 1232g;
         3. The Freedom of Information Act, 5 USC 552;
         4. Related regulations, including but not limited to: 41 CFR Part 1-1, 
            45 CFR Part 5b, and 40FR 44502 (September 26, 1975);
         5. Hawkins-Stafford Elementary and Secondary School Improvement 
           (P.L.100-297) Amendments of 1988;
         6. Section 408(a)(1)(A) of the National Education Statistics Act of 1994, T
                                      (End of Section)




     ED-98-R-0017                             Page B-2




            America's Schools Act of 1994, P.L.103-382.
           
           Further, the contractor shall adhere to NCES Standard 87-04-03 
           Standard for Maintaining Confidentiality, and related standards and 
           procedures, and any more recent legislative mandates including, but 
           not limited to, those described above.
           
           Survey participants, if they so request,
           must be given access to their records and be permitted to amend their
           responses.  All students and individuals asked to participate shall be
           informed of the following: NCES enabling legislation; the purposes for 
           which the information is needed; uses which may be made of the 
           individual's responses; that data will not be reported in a way to 
           reveal individuals' responses; and that participation is voluntary, 
           with no adverse action if the requested information is not provided.
           
           2. NCES review and approval
           
           Reports prepared by the contractor shall follow guidelines referenced 
           by NCES's standards.  The NCES review process may take a minimum of 
           4-8 weeks, depending on the type of report.  Schedules for publication
           releases shall be kept and NCES standards for all phases of report
           production shall be followed.  All materials must be approved by NCES 
           before release.  The contractor shall not release any data in raw or
           derived form to anyone without NCES's review and approval.
           
           3.  Control file maintenance
           
           The contractor shall store and keep all computer files, including 
           addresses and phone numbers for the students identified as part of a 
           longitudinal cohort and other control files, in a secure place
           for six years or until written authorization is given by NCES to 
           otherwise dispose of the files.
         
         
         
         
         
         


     1 52.230-5
         COST ACCOUNTING STANDARDS--EDUCATIONAL INSTITUTION (APR 1996)
         (Reference)
     2 52.232-23
         ASSIGNMENT OF CLAIMS (JAN 1986)
         (Reference 32.806)
     3 52.232-25
         PROMPT PAYMENT (JUN 1997)
         (Reference)
     4 52.233-3 I
         PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I (JUN 1985)
         (Reference 33.106)
                                      (End of Section)





     ED-98-R-0017                             Page B-2




     1 52.242-15 I
         STOP-WORK ORDER (AUG 1989)--ALTERNATE I (APR 1984)
         (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 52.252-2
         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)
     7 CPFF
         SECTION I CLAUSES FOR A COST-PLUS-FIXED FEE CONTRACT
         (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 as prescribed under FAR Subpart
         15.209(b). The alternate II provision shall apply as prescribed under
         FAR Subpart 15.209(b)(3)).
         52.215-2    Audit and Records--Negotiation (AUG 1996)
         (The following clause shall apply when prescribed under FAR
           Subpart 15.408(f). The alternate provision shall additionally
           apply when prescribed under 15.408(f)(2).
         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.)
         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)
         52.216-7      Allowable Cost and Payment (MAR 1997)
         52.216-8      Fixed Fee (MARCH 1997)
         52.219-8      Utilization of Small, Small Disadvantaged &
                         Women-Owned Small Business Concerns(FEB 1997)
         (The following clauses shall apply as perscribed under FAR Subpart
           19.708(b), including exemption of application to 8(a) and other
            small businesses.)
         52.219-9      Small, Small Disadvantaged & Women-Owned Small
                          Business Subcontracting Plan (AUG 1996)
         52.219-14     Limitation on Subcontracting (DEC 1996)
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         (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 FAR
            Subpart 22.305.)
         52.222-4      Contract Work Hours and Safety Standards Act--
                           Overtime Compensation (JULY 1995)
         (The following clause shall apply when prescribed under FAR
            Subpart 22.6.)
         52.222-20     Walsh-Healy Public Contracts Act (DEC 1996)
         (The following clause shall apply when prescribed under FAR
             Subpart 22.8.)
         52.222-26     Equal Opportunity (APRIL 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 (APRIL 1984)
         52.222-35     Affirmitive Action for Special Disabled and Vietnam
                            Era Veterans (APRIL 1984)
         52.222-36     Affirmitive Action for Handicapped Workers(APRIL 1984)
         (NOTE:The reports required by the following clause shall be
           submitted to OASVET (VETS-100); U.S. Department of Labor;
           200 Constitution Ave., NW;  Washington D.C.  20210.)
         52.222-37     Employment Reports on Special Disabled Veterans
                           and Veterans of the Vietnam Era (JAN 1988)
         (The following clause 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 the
           attachment.)
         (The following clause shall apply to (a) any contract
           awarded to an individual --  i.e., 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 1994)
         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 (JULY 1995)
         (The following clauses shall apply to only specified
            research and development contracts.)
         52.227-1      Authorization and Consent - Alternate I
                                (APRIL 1984)
         52.227-2      Notice and Assistance Regarding Patent
                                and Copyright Infringement (AUG 1996)
         (The following clause applies except for construction and
                                      (End of Section)




     ED-98-R-0017                             Page B-2




           architect-engineer services or unless otherwise formally
           waived by the federal contract office.)
         52.228-7     Insurance Liability to Third Persons (MARCH 1996)
         (The following clause shall apply when prescribed under FAR
         32.111(c)(2).)
         52.232-9     Limitation on Withholding of Payments (APRIL 1984)
         (The following clause shall apply in accordance with FAR
         32.617(a) and (b).)
         52.232-17    Interest (JUNE 1996)
         52.232-20    Limitation of Cost (APRIL 1984) (Applicable if
                            contract is fully funded)
         52.232-22    Limitation of Funds (APRIL 1984) (Applicable
                         if contract is incrementally funded.)
         52.233-1     Disputes  (August 1996)
         52.233-3     Protest After Award (AUG 1996)
         52.242-1     Notice of Intent to Disallow Costs (AUG 1987)
         52.242-13    Bankruptcy (JULY 1995)
         52.243-2     Changes - Cost-Reimbursement (AUG 1987)
                      Alternate V (APRIL 1984)
         52.244-2     Subcontracts under Cost-Reimbursement and
                          Letter Contracts (OCT 1997)
         52.244-5     Competition in Subcontracting (DEC 1996)
         52.245-5     Governemnt Property (Cost-Reimbursement,
                        Time-&-Material, or Labor-Hour Contract)
                        (DEC 1992) - Alternate I (JUL 1985)
         (The following clause shall apply to contracts for services in accordance
         with FAR 46.305.)
         52.246-5     Inspection of Services - Cost-
                              Reimbursement (APRIL 1984)
         52.246-25    Limitation of Liability-Services (FEB 1997)
         (The following clause shall apply to Research and
          Development  contracts.)
         52.246-8     Inspection of Research and Development-
                          Cost Reimbursement (APRIL 1984)
         52.246-23    Limitation of Liabilities for Supplies (FEB 1997)
         (The following clause shall apply if designated.)
         52.247-29    F.O.B. Origin (JUNE 1988)
         (The following clause shall apply if designated.)
         52.247-34    F.O.B. Destination (NOV 1991)
         52.249-6     Termination (Cost-Reimbursement) (SEPT 1996)
         52.249-14    Excusable Delays (APRIL 1984)
         52.253-1     Computer Generated Forms (JAN 1991)
         DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR)
         (48 CFR CHAPTER 34) CLAUSES
         EDAR CLAUSE No.   TITLE AND DATE
         (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)
         
                                      (End of Section)





     ED-98-R-0017                             Page B-2




     1 309-1a
         LIST OF ATTACHMENTS (APRIL 1984)
         ATTACHMENT               DESCRIPTION
         
         A                        Statement of Work
         B                        NPSAS Methodology Report (URL Address Provided)
         C                        Security Procedures
         D                        Worksheet for Technical Proposal for NPSAS 2000
         E                        Worksheet # 1 for Business Proposal for NPSAS 2000
         F                        Worksheet # 2 for Business Proposal for NPSAS 2000
         G                        Electronic Codebook Specifications
         H                        Schedule of Performance Incentives - NPSAS 2000  
         I                        U. S. Department of Education Contractor Performance
                                  Information Report                       
         
         
         FIPS AND FED-STD CLAUSES AND PROVISIONS INCORPORATED BY
                  REFERENCE
         This contract incorporates the following clauses and provisions by
         reference.  The clauses and provisions that are applicable to this
         contract are checked with an "X".  These clauses and provisions
         have the same force and effect as if they were given in full text.
         Offerors and contractors may order the texts of the FIPS PUBs from
         the following address:
         
              National Technical Information Service
              U.S. Department of Commerce
              Springfield, VA  22161
              Telephone: (703) 487-4650
         
         The texts of the FED STDs may be ordered from the following
         address:
              General Services Administration (WFRI)
              Washington, D.C.  20407
              Telephone: (202) 472-2205
         
                              STANDARDS CHECKLIST AS OF 03/17/98
         
            Check Appropriate Column
         
                              Standard
                   Standard   Applies
         Standard  Does Not   But Was
         Applies   Apply      Waived              Standards Titles
         
                     FEDERAL INFORMATION PROCESSING STANDARDS (FIPS)
         x
         -------  --------   -------   FIPS 4-1, Representation for Calendar Date
                                       and Ordinal Date for Information
                                       Interchange - Specifies codes to
                                       identify years, months and dates of the
                                       Georgian calendar. Adopts ANSI X3.30-
                                       1985/R1991. (The Millennium Rollover)
         x
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         -------  --------   -------   FIPS 5-2, Codes for the Identification
                                       of the States, District of Columbia,
                                       and the Outlying Areas of the United
                                       States, and Associated Areas
         x
         -------  --------   -------   FIPS 6-4, Counties and Equivalent
                                       Entities of the United States, Its
                                       Possessions and Associated Areas
         x
         -------  --------   -------   FIPS 8-6, Metropolitan Areas (Including
                                       MSAs, CMSAs, PMSAs, and NECMAs)
         x
         -------  --------   -------   FIPS 9-1, Congressional Districts of
                     x                 the United States
         -------  --------   -------   FIPS 10-4, Countries, Dependencies, Areas
                                       of Special Sovereignty, and their
                                       Principal Administrative Divisions
         
         -x------  --------   -------   FIPS 21-4, COBOL
         
         -------  --------   ---x----   FIPS 29-3, Interpretation Procedures for 
                                       Federal Information Processing Standards
                                       for Software
         x
         -------  --------   -------   FIPS 31, Guidelines for Automatic Data
                                       Processing Physical Security and Risk
                                       Management
         x-------  --------   -------   FIPS 41, Computer Security Guidelines for
                                       Implementing the Privacy Act of 1974
         
         -------  ---x-----   -------   FIPS 46-2 Data Encryption Standard(DES)
         
         -------  --------   --x-----   FIPS 48, Guidelines on Evaluation of 
                                       Techniques for Automated Personal 
                                       Identification
         
         -------  --------   ---x----   FIPS 55-DC3, Guideline: Codes for Named
                                       Populated Places, Primary County Divisions, a
                                       Other Locational Entities of the United 
                                       States, Puerto Rico, and the Other
                                       Outlying Areas
         
         -------  --------   ---x----   FIPS 55-3, Same As 55-DC3 except without
                                       codes 
         
         -------  --------   ---x---   FIPS 66, Standard Industrial
                                       Classification (SIC) Codes
         
         -------  --------   ---x----   FIPS 69-1, FORTRAN
         
         ----x--  --------   -------   FIPS 73, Guidelines for Security of 
                                       Computer Applications
                           
         _______   _______   ____x___   FIPS 74, Guidelines for Implementing and
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                       and using the NBS Data Encryption Standard   
         
         -------  --------   -----x--   FIPS 81, Data Encryption Standard (DES)
                                       Modes of Operation
         
         -------  --------   ----x---   FIPS 83, Guideline on User Authentication
                                       Techniques for Computer Network Access 
                                       Control
         
         -------  --------   ----x--   FIPS 87, Guidelines for ADP
                                       Contingency Planning
                              
         --------  --------   ---x----  FIPS 92, Guidelines for Standard
                                        Occupational Classification (SOC)Codes
         
         -------  --------   ---x----   FIPS 95-1, Codes for the Identification
                                       of Federal and Federally-Assisted
                                       Organizations
         
         -------  --------   ---x----   FIPS 100-1, Interface between Data
                                       Terminal Equipment (DTE) and Data
                                       Circuit-Terminating Equipment (DCE)
                                       for Operation with Packet-Switched
                                       Data Networks (PSDN) or Between Two DTEs by
                                       Dedicated Circuit
         
         ----x----  --------   -------  FIPS 101, Guideline for Lifecycle
                                       Validation, Verification, and Testing of
                                       Computer Software 
         
         -----x---  --------   -------  FIPS 102, Guideline for Computer Security
                                       Certification and Accreditation
                             
         -------  --------   -----x--   FIPS 103, Codes for the Identification
                                       of Hydrologic Units in the United
                                       States and the Caribbean Outlying
                                       Areas
         
         ----x---  --------   -------   FIPS 106, Guideline on Software Maintenance
         
         ----x---  --------   -------   FIPS 112, Password Usage
         
         ----x---  --------   -------   FIPS 113, Computer Data Authentication
         
         -------  -------   ----x--   FIPS 119, Ada
         
         -------  --------   ---x----   FIPS 120-1, Graphical Kernel System
                                       (GKS)
         
         -------  --------   ---x----   FIPS 125, MUMPS Programming Language
         
         -------  --------   ---x----   FIPS 127-2, Database Language SQL
         
         -------  -------   ----x---   FIPS 128-2, Computer Graphics Metafile
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                       (CGM)
         
         ________ ________   _____x___  FIPS 132, Guideline for Software 
                                        Verification and Validation Plans
         
         -------  --------   ----x---   FIPS 137, Analog to Digital Conversion
                                       of Voice by 2400 Bit/Second Linear
                                       Predictive Coding
         
         -------  --------   ---x----   FIPS 138, Electrical Characteristics of
                                       Balanced Voltage Digital Interface
                                       Circuits
         
         -------  --------   ---x----   FIPS 139, Interoperability and Security
                                       Requirements for Use of the Data
                                       Encryption Standard in the Physical
                                       Layer of Data Communications
         
         -------  --------   -----x--   FIPS 140-1, Security Requirements for
                                       Crytographic Modules
         
         -------  --------   ---x----   FIPS 141, Interoperability and Security
                                       Requirements for Use of the Data
                                       Encryption Standard with CCITT Group
                                       3 Facsimile Equipment
         
         -------  --------   ---x----   FIPS 142, Electrical Characteristics of
                                       Unbalanced Voltage Digital Interface
                                       Circuits
         
         -------  --------   ----x---   FIPS 143, General Purpose 37-Position
                                       and 9-Position Interface Between Data
                                       Terminal Equipment and Data
                                       Circuit-Terminating Equipment
         
         -------  --------   ----x---   FIPS 144, Data Communications Systems
                                       and Services-User Oriented Performance
                                       Parameters
         
         -------  --------   ----x---   FIPS 146-2, Profiles for Open Systems
                                       Internetworking Technologies (POSIT)
         
         -------  --------   ---x----   FIPS 148, Procedures for Document
                                       Facsimile Transmission
         
         -------  --------   ----x---   FIPS 150, Facsimile Coding Schemes and
                                       Coding Control Functions for Group 4
                                       Facsimile Apparatus
         
         -------  --------   -----x--   FIPS 151-2, Portable Operating System
                                       interface (POXIS) - System Appli-
                                       cation Interface (C Language)
         
         -------  --------   ----x---   FIPS 153-1, Programmer's Hierarchical
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                       Interactive Graphics System (PHIGS)
         
         -------  --------   ----x---   FIPS 154, High Speed 25-position for
                                       Data Terminal Equipment and Data
                                       Circuit-terminating Equipment
         
         -------  --------   -----x--   FIPS 155, Data Communication Systems
                                       and Services User-oriented Performance
                                       Measurement Methods
         
         -------  --------   ----x--   FIPS 160, C
         
         -------  --------   ---x----   FIPS 161-2, Electronic Data Inter-
                                       change (EDI)
         
         -------  --------   ----x---   FIPS 162, 1,200 Bits per Second
                                       Two-Wire for Data Communications use
                                       on Telephone-Type Circuits
         
         -------  --------   ----x--   FIPS 163, 2,400 Bits per Second
                                       Two-Wire Duplex Modems for Data
                                       Communications use on Telephone-Type
                                       Circuits
         
         -------  --------   ---x----   FIPS 164, 2,400 Bits per Second
                                       Two-Wire Half-Duplex Modems for Data
                                       Communications use on Telephone-Type
                                       Circuits
         
         -------  --------   ---x----   FIPS 165, 4,800 and 9,600 Bits per
                                       Second Four-Wire Duplex and Two-Wire
                                       Half-Duplex Modems for Data
                                       Communications use on Telephone-
                                       Type Circuits
         
         -------  --------   ---x----   FIPS 166, 4,800 Bits per Second
                                       Two-Wire Duplex Modems for Data
                                       Communications use on Telephone-Type
                                       Circuits
         
         -------  --------   ---x----   FIPS 167, 9600 Bits per Second Two-Wire
                                       Duplex Modems for Data Communications
                                       use on Telephone-Type Circuits
         
         -------  --------   ---x----   FIPS 168, 12,000 and l4,000 Bits per
                                       Second Four-Wire Duples Modems for
                                       Data Communications use on
                                       Telephone-Type Circuits
         
         -------  --------   ---x----   FIPS 169, Error Corrections in Modems
                                       Employing Asynchronous-To-Synchronous
                                       Conversion
         
         -------  --------   ---x----   FIPS 170, Data Compression in Modems
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                       Employing CCITT Recommendation V.42
                                       Error Corrections
         
         -------  --------   ---x----   FIPS 171, Key Management Using ANSI
                                       X9.17
         
         -------  --------   ---x----   FIPS 172-1, VHSIC Hardware Description
                                       Language (VHDL)
         
         -------  --------   ---x----   FIPS 173-1, Spatial Data Transfer
                                       Standard (SDTS)
         
         -------  --------   ---x----   FIPS 175, Federal Building Standard for
                                       Telecommunications Pathways and Spaces
         
         -------  --------   ---x----   FIPS 176, Residential and Light
                                       Commercial Telecommunications Wiring
                                       Standard
         
         -------  --------   ---x----   FIPS 177-1, Initial Graphical Exchange
                                       Standard (IGES)
         
         -------  --------   ---x----   FIPS 178, Video Teleconferencing
                                       Services at 56 to l.920 KBP/S
         
         -------  --------   ---x----   FIPS 179-1, Government Network Management
                                       Profile (GNMP)
         
         -------  --------   ----x---   FIPS 180-1, Secure Hash Standard (SHS)
         
         -------  --------   ---x----   FIPS 181, Automated Password Generator
         
         -------  --------   ---x----   FIPS 182, Integrated Services Digital
                                       Network (ISDN)
         
         -------  --------   ---x----   FIPS 183, Integration Definition for
                                       Function Modeling (IDEFO)
         
         -------  --------   ----x---   FIPS 184, Integration Definition for
                                       Information Modeling (IDEFIX)
         
         -------  --------   ---x----   FIPS 185, Escrowed Encryption Standard 
                                        (EES)
         
         -------  --------   ---x----   FIPS 186, Digital Signature Standard (DSS)
         
         -------  --------   ---x----   FIPS 187, Administration Standard for the 
                                       Telecommunications Infastructure of 
                                       Federal Buildings
         
         -------  --------   -x------   FIPS 188, Standard Security Label for
                                       Information Transfer
         
         -------  --------   --x-----   FIPS 189, Portable Operating System 
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                       Interface (POSIX) Part 2: Shell and 
                                       Utilities
         
         -------  --------   ---x----   FIPS 190, Guideline for the Use of 
                                       Advanced Authentication Technology 
                                       Alternatives 
         
         -------  --------   --x-----   FIPS 191, Guideline for the Analysis of 
                                       Local Area Network Security
         
         -------  --------   ---x----   FIPS 192, Application Profile for the 
                                       Government Information Locator Service 
                                       (GILS)
         
         -------  --------   ---x----   FIPS 192-1 (a) & (b), Applicatioin Profile 
                                       the Government Information Locator Service 
                                       (GILS)
         
         -------  --------   ---x----   FIPS 193, SQL Environments
         
         -------  --------   ---x----   FIPS 194, Open Document Architecture (ODA)
                                       Raster Document Application Profile (DAP)
         
         -------  --------   --x-----   FIPS 195, Federal Building Grounding and 
                                       Bonding Requirements for
                                       Telecommunications
         
         -------  --------   ----x---   FIPS 196, Entity Authentication Using 
                                        Public Key Cryptography
         
         
                     ---------------------------------------------
                     FEDERAL TELECOMMUNICATIONS STANDARDS (FED-STD)
                     ----------------------------------------------
         
         -------  -------   ----x---  FED-STD 1002A, Telecommunications: Time
                                      and Frequency References Information
                                      in Telecommunication Systems
         
         -------  --------   ---x----  FED-STD 1016, Telecommunications:
                                      Analog to Digital Conversion of Radio
                                      Voice by 4,800 Bit/second Code Excited
                                      Linear Prediction (CELP)
         
         -------  --------   ---x----  FED-STD 1023, Telecommunications:
                                      Interoperability Requirements for
                                      Encrypted Digitized Voice Utilized
                                      with 25 KHz Channel FM Radios
                                      Operating Above 30 MHZ
         
         -------  --------   ---x----  FED-STD 1035A, Telecommunications:
                                      Coding Modulations and Transmission
                                      Requirements for Single Channel Medium
                                      and High Frequency Radio Telegraph
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                      Systems Used In Government
         
         -------  --------   ---x----  FED-STD 1037B, Telecommunications:
                                      Glossary of Telecommunications Terms
         
         -------  --------   ---x----  FED-STD 1045A, Telecommunications
                                      HF Radio Automatic Link
                                      Establishments
         
         -------  --------   ----x---  FED-STD 1046/1, Telecommunications:
                                      HF Radio Automatic Networking
                                      Section l:  Basic Networking-ALE
                                      Controller
         
         -------  --------   ----x---  FED-STD 1049/l, Telecommunications:
                                      HF Radio Automatic Link Establishments
                                      in Stressed Environments, Section l:
                                      Linking Protection
         
         
         
         
         
         
         
         


     1 310-1
         REPRESENTATION AUTHORITY (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.
         
                                      (End of Section)








     ED-98-R-0017                             Page B-2




     1 310-10
         GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION (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   $_________
           (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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                                              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:
                 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 __________
         
                                      (End of Section)






     ED-98-R-0017                             Page B-2




     1 310-16
         POST EMPLOYMENT CONFLICT OF INTEREST (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.
         
     2 310-6
         DUPLICATION OF COST (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.
         
     3 310-9
         APPROVAL OF ACCOUNTING SYSTEM (MARCH 1985)
         The offer [_] does, [_]does not, have an approved accounting system for
         purposes of cost reimbursement under this requirement. If so, specify the
         approving government audit agency or office and the date of approval.
         _____________________________________________________________________
         _____________________________________________________________________
         _____________________________________________________________________
         ___________________________________________________________________
         (Date)
         
     4 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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




           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)
     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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




               /_/ 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)
     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
         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)
                                      (End of Section)





     ED-98-R-0017                             Page B-2




     1 52.209-5
         CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND
         OTHER RESPONSIBILITY MATTERS (MAR 1996)
           (a)(1) The Offeror certifies, to the best of its knowledge and belief,
         that--
               (i) The Offeror and/or any of its Principals--
                 (A) Are / / are not / / presently debarred, suspended, proposed for
               debarment, or declared ineligible for the award of contracts by any
               Federal agency;
                 (B) Have / / have not / /, within a three-year period preceding
               this offer, been convicted of or had a civil judgment rendered
               against them for:  commission of fraud or a criminal offense in
               connection with obtaining, attempting to obtain, or performing a
               public (Federal, state, or local) contract or subcontract; violation
               of Federal or state antitrust statutes relating to the submission of
               offers; or commission of embezzlement, theft, forgery, bribery,
               falsification or destruction of records, making false statements,
               tax evasion, or receiving stolen property; and
                 (C) Are / / are not / / presently indicted for, or otherwise
               criminally or civilly charged by a governmental entity with,
               commission of any of the offenses enumerated in subdivision
               (a)(1)(i)(B) of this provision.
               (ii) The Offeror has / / has not / /, within a three-year period
             preceding this offer, had one or more contracts terminated for default
             by any Federal agency.
             (2) "Principals," for the purposes of this certification, means
           officers; directors; owners; partners; and, persons having primary
           management or supervisory responsibilities within a business entity
           (e.g., general manager; plant manager; head of a subsidiary, division,
           or business segment, and similar positions).
         THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY
         OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
         CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION
         1001, TITLE 18, UNITED STATES CODE.
           (b) The Offeror shall provide immediate written notice to the Contracting
         Officer if, at any time prior to contract award, the Offeror learns that
         its certification was erroneous when submitted or has become erroneous
         by reason of changed circumstances.
           (c) A certification that any of the items in paragraph (a) of this
         provision exists will not necessarily result in withholding of an award
         under this solicitation.  However, the certification will be considered in
         connection with a determination of the Offeror's responsibility.  Failure
         of the Offeror to furnish a certification or provide such additional
         information as requested by the Contracting Officer may render the Offeror
         nonresponsible.
           (d) Nothing contained in the foregoing shall be construed to require
         establishment of a system of records in order to render, in good faith,
         the certification required by paragraph (a) of this provision.  The
         knowledge and information of an Offeror is not required to exceed that
         which is normally possessed by a prudent person in the ordinary course of
         business dealings.
           (e) The certification in paragraph (a) of this provision is a material
         representation of fact upon which reliance was placed when making award.
         If it is later determined that the Offeror knowingly rendered an erroneous
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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)
     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 8999 
             (2) The small business size standard is $5,000,000 
             (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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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
         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-0017                             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-0017                             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-0017                             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-0017                             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 52.230-1
         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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         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
         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.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




           /_/ (4) Certificate of Interim Exemption.
           The offeror hereby certifies that (i) the offeror first exceeded the
         monetary exemption for disclosure, as defined in (3) of this subsection,
         in the cost accounting period immediately preceding the period in which
         this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the
         offeror is not yet required to submit a Disclosure Statement.  The
         offeror further certifies that if an award resulting from this proposal has
         not been made within 90 days after the end of that period, the offeror will
         immediately submit a revised certificate to the Contracting Officer, in the
         form specified under subparagraph (c)(1) or (c)(2) of Part I of this
         provision, as appropriate, to verify submission of a completed Disclosure
         Statement.
           CAUTION:  Offerors currently required to disclose because they were
         awarded a CAS-covered prime contract or subcontract of $25 million or more
         in the current cost accounting period may not claim this exemption (4).
         Further, the exemption applies only in connection with proposals submitted
         before expiration of the 90-day period following the cost accounting period
         in which the monetary exemption was exceeded.
         II. COST ACCOUNTING STANDARDS--ELIGIBILITY FOR MODIFIED CONTRACT COVERAGE
           If the offeror is eligible to use the modified provisions of 48 CFR
         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)
                                      (End of Section)












     ED-98-R-0017                             Page B-2




     1 307-1
         ORDER OF PRECEDENCE (SOLICITATION) (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.
         
     2 307-11
         COST ACCOUNTING STANDARDS APPLICATION (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.
         
     3 311-1
         TYPE OF CONTRACT (MARCH 1986)
         The Government contemplates award of a Cost Reimbursement(with incentive 
         provisions)  type contract from this solicitation. 
         
     4 311-2a
         GENERAL INSTRUCTIONS (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.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         The proposal must be signed by an official authorized to bind your
         organization. You must submit an original and eight (8)  copies of your 
         technical proposal and an original and  four (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 4443)
                            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 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
         formation/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 provided in Attachment A - Statement of Work   These numbers 
         are furnished for the offeror's information only and are not considered 
         restrictive for proposal purposes. 
         
                                      (End of Section)










     ED-98-R-0017                             Page B-2




     1 311-3
         TECHNICAL PROPOSAL INSTRUCTIONS (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
         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:
         
         __________ 
         
              
              
         TECHNICAL PROPOSAL INSTRUCTIONS:
         
         Offerors should limit their technical proposal to not more than 
         approximately 150 double-sided sheets, (i.e., 300 pages of text), 
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         plus the technical proposal worksheet.  Offerors shall submit
         their technical proposal using either 1.5 spacing or double-spacing 
         between lines, and identify authors of each section of the 
         technical proposal as outlined below.  The approximate 300-page 
         limitation on an offeror's technical proposal is intended as 
         guidance for offerors and will not be considered when evaluating 
         offeror's proposals.
         
         Proposals that simply offer to perform the work request will not be 
         considered elgible for award.
         
         Offerors should include all options within their Technical 
         Proposal. Specifically, the technical proposal should be prepared and
         submitted in the following format:
         
         1.   Cover Page - The cover page should clearly state the name, address,
              and telephone number of the offeror
         2.   Table of Contents (including page numbers)
         3.   Understanding of the Purposes and Objectives of the work requirement
         
         a. Introduction - The offeror should present its
         conceptualization of the purposes, products, and
         methodologies of the study.  This section should also include a short
         summary of the offeror's qualifications and strengths relevant to
         the study.
         
         b.   General approach - The offeror should describe the overall
         plan for carrying out the project, including plans and procedures 
         for ensuring timeliness, cost-effectiveness, and high
         quality products.  This section should also include a discussion of 
         anticipated problems and proposed means for overcoming
         them.
         
         4.   Technical Quality
         
         a.   Proposal Summary Worksheet - The offeror should complete
              Attachment D - Worksheet for Technical Proposal for
              NPSAS 2000 and include it as part of their technical 
              proposal.  Offerors should list any additional products and 
              services separately, following the last entry in the 
              worksheet.
         
         b.   Work statement - The offeror should organize by task and
              component a description of the work to be performed and the 
              methods to be used.  Each task should be presented under 
              separate headings with the same numerical designations and 
              order as presented in Attachment A, Section II.
         
              In view of the specificity with which this work statement 
              outlines some of the tasks, NCES expects that offerors may 
              find more opportunity in some tasks than in others for 
              conceptual, technical, and procedural innovation.  Offerors 
              are encouraged to focus their technical proposals on how the 
              work will be accomplished, specific problems anticipated in 
                                      (End of Section)




     ED-98-R-0017                             Page B-2




              completing the work, and proposed solutions to these
              problems.
              
              The degree to which this is true will depend on each
              offeror's overall orientation to the project.
              Where deemed appropriate by the offeror, a proposal for a
              task or subtask may be largely limited to an offer to perform
              work as outlined, together with detailed amplification as to how 
              the tasks or subtasks will be implemented.  Any variations
              on the tasks or subtasks defined in this RFP must be
              accompanied by a technical and/or management rationale, and a 
              separate rate statement if the variation affects the price of 
              implementing the study.
         
              Alternative proposals will be adopted if overall performance 
              would be improved and if they are in the best interests of
              the government.  Alternative proposals that deviate from any 
              requirements of this RFP shall be clearly identified.  In 
              addition to plans and methods for performing tasks and 
              requirements described in Attachment A - Statement of Work,
              Section II, offerors should include in their proposals discussions
              of the following topics:
         
              (i)  The integration of survey control and management
                   procedures.  This should include a detailed discussion
                   of the proposed design of the IMS, including integration
                   of all survey components, receipt control, maintenance of 
                   confidentiality, coding, data entry, manual and machine 
                   editing, and data file preparation.  Offerors should
                   also include their proposed format for the monthly reports
                   as described in Attachment A, Section III.
         
               (ii) Quality control of data collection and data
                    processing. Offerors should describe their plans for achieving 
                    high quality data.  Offerors should describe quality control 
                    procedures for each of the data collection and data 
                    processing tasks. This should include discussions of
                    the selection, training, and monitoring of interviewers
                    and data conversion clerks.  Offerors should describe their 
                    procedures for evaluating the quality of the
                    information provided by respondents.
         
               (iii) Obtaining cooperation from institutions. Offerors
                     should describe their plans for eliciting cooperation from 
                     institutions in providing financial aid and
                     enrollment data.  They should specifically describe how they
                     would propose to work with the institution and how this
                     plan will provide the quality of data required within time 
                     and budget.  Further, the offeror should describe
                     fully how they plan to obtain at least a 92 percent    
                     participation rate at the institution level.
         
               (iv)  Sampling design plan.  The offeror should discuss the
                     sampling and weighting problems associated with the 
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                     design to be implemented, especially for the B&B
                     cohort [option], and how these will be resolved.  The
                     offeror should discuss the methods and procedures to be used
                     in measuring sampling errors.  Offerors should propose a 
                     sample design that meets the overall goals of the 
                     project and are not limited by the hypothetical
                     designs discussed in Attachment A.  Offerors should include a  
                     suggested list of variables for which design effects 
                     will be calculated, identification of subgroups for 
                     which calculations will be made, and other
                     appropriate details.  As part of the sample design, offerors
                     should also discuss how their design will be influenced by 
                     needing at least 30 completed cases at an institution 
                     in order to produce an institution report.
         
               (v)   Locating and interviewing.  The offeror should fully
                     describe the plans and procedures to be implemented to
                     obtain locating information for each component (i.e., 
                     student survey, and graduating seniors [ B&B option]) 
                     including efforts to locate persons to obtain at
                     least an overall minimum response rate of 85 percent, 
                     [92 percent for the B&B OPTION] for interview data.  
                     Offerors should also clearly specify the expected
                     number of completed interviews for each major data
                     collection component and B&B option [Option 2].
         
              
         5.   Qualifications, Experience and Commitment of Project Staff - 
         For all except clerical staff, including any sub-contractor or 
         consultant personnel, offerors should provide a 2-page (maximum) 
         summary describing each person's professional background,
         including specializations and degrees held, and recent relevant
         professional experience.  The 2-page summary should clearly show the
         relationship between each person's relevant qualifications and the 
         tasks to be performed by that person. Offerors should submit a chart 
         showing all proposed personnel (ordered by level of commitment),
         including subcontractor's and consultant personnel's expertise and 
         experience relevant to the study. In an appendix to the technical 
         proposal, offerors should submit (1) separate statement(s) with 
         original signatures indicating the availability of the proposed 
         project director and other key personnel, including letters of 
         agreement from proposed subcontractors and consultant personnel; 
         reference contacts of key personnel (including addresses and
         phone numbers for both Federal and non-federal project officers). 
         Offerors shall include samples of recent work of the proposed 
         project director and other key individuals the offeror plans to 
         assign to the project as part of the appendix.
         
         6.  Corporate Capability - This section should describe the 
         offeror's relevant past and current experience in conducting   
         studies of a similar comparable nature.  Offerors should submit 
         demonstrated evidence that they have conducted similar   
         large-scale CATI studies using at least 65 workstations. 
         Further, offerors must have the capability to expand to at least 150
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         CATI stations.  Brief summaries of such work should be submitted, 
         including the names, current affiliations, and current telephone 
         numbers of project directors for reference.  These may include
         both Federal and non-federal project officers.  (Overlap between those 
         names included with project personnel is acceptable).
         
         7.  Management, staffing, and scheduling - For effective and 
         successful completion of this study, an effective management plan 
         must be in effect which enables the implementation of
         inter-related tasks on schedule and within budget.  An offeror should
         demonstrate a clear understanding of the complexity of the tasks and 
         present an effective management system.  This system shall include sound 
         procedures for:  1) coordinating and controlling project
         personnel and tasks; 2) ensuring adherence to planned schedules;  
         3) early identification of potential problems;  4) maintaining close 
         communications with NCES staff, and  5) the control of project 
         expenditures.  Offerors should describe procedures for controlling 
         the quality of project reports, documents, and other products. The key
         person is the project director. The project director will be capable of
         identifying problems early or anticipating them before they occur. The 
         project director will not hesitate to share problems with the COTR for 
         resolution, and will work comfortably with the COTR.  The project
         director will have full-time commitment over the course of the project.
         
         Offerors should assume that the interview protocols developed as 
         part of this project will cover similar elements to those in
         NCES publication 98-073 and that the student and graduating
         senior student interviews will average 35 minutes.
         
                     Provide description of experience working with and designing 
                     Integrated Monitoring System (IMS) for the control of
                     all aspects of the project, including, but not limited
                     to, the production of progress, staffing, and financial
                     status reports both routinely and on an as needed basis.
                     The IMS includes the following procedures: coordinating
                     and controlling project personnel and tasks; monitoring
                     progress through each stage for all data collected; ensuring
                     adherence to schedules; ensuring high quality products;
                     identifying potential problems early; controlling project
                     costs; and maintaining close communication with the COTR.
         
         
         The effectiveness of a management system depends largely on the 
         training and experience of the personnel who are implementing the 
         system.  Thus, offerors should describe the qualifications of
         their key staff and provide assurance that they will be available for 
         this project at crucial times.  Offerors should list the key 
         personnel proposed, their proposed responsibilities, percentage
         of time each is committed to the project, and the other contractual 
         obligations of each during the course of this award.
         
         An offeror should  submit an organizational chart indicating all 
         personnel (key personnel shall be so indicated), their time    
         commitments to each task, and the proposed lines of authority,    
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         coordination, and communication within the organization, with    
         sub-contractors (if any), with consultants, and with NCES.  Time 
         commitments are to be expressed in person hours and shown in 
         tabular form as follows:
         
               Staff member              Task  1    2    3  . . . . . . .
         
               ___________                     --   --   --<
         
         
         In addition to the staff loading table, the offeror should submit
         a schedule for task activities and for the delivery of products,
         and charts (e.g., GANTT charts) showing activities plotted on a time 
         scale.
         
         8.  Technical Proposals - Offerors shall provide one (1) original copy
         and eight (8) additional copies of their Technical Proposals.  We
         encourage you to provide one (1) of the copies in a looseleaf ring-binder
         notebook.  You are encouraged to provide one (1) copy of your Technical
         Proposal on a 3.5 inch floppy computer disc.  All Technical Propoals will
         be separately bound from copies of the Offerors's Business Proposals.
         NOTE:  Attachments D, E, and F should be submitted in both paper (hard
         copies) and electronically on computer discs.
         
         
         
         
         
         
         
         
         
         
         


     1 311-4a
         BUSINESS PROPOSAL INSTRUCTIONS (FEB 1996)
         The offeror(s) business proposal must contain the following
         information.  This RFP may contain additional RFP-specific business
         proposal instructions elsewhere in Section L or in Section J.
         
         A. Standard Form 33, "Solicitation, Offer and Award", the Special
            Provision article entitled "Contract Administrator," and
            "Representations, Certifications, and Other Statements of Offerors
            or Quoters of Section K" must be properly filled out and signed by
            an official authorized to bind the offeror.  Your proposal must
            stipulate that it is predicated upon all the terms and conditions
            of this RFP.
         
         B. The information, if any, required by the provision FAR 52.215-20,
            "Requirements for Cost or Pricing Data or Information Other Than
            Cost or Pricing Data, Alternative IV" as incorporated in Section L
            of this solicitation.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         C. Property and equipment - It is ED policy that contractors provide
            all equipment and facilities necessary for performance of
            contracts; however, in some instances, an exception may be
            granted to furnish Government-owned property or to authorize
            purchase with contract funds. If additional equipment must be
            acquired, you must include in your proposal the description and
            estimated cost of each item, and whether you propose to acquire
            the item with your own funds.
         
            The description shall include the following elements for
            individual items which will exceed $1,000 in cost:
         
              (1)  A brief statement of function;
              (2)  manufacturer and manufacturer's brand name, model or part
                   number; and
              (3)  vendor and its proposed price.
         
            You must identify all Government-owned property in your possession
            and all property acquired from Federal funds, to which you have
            title, that is proposed to be used in the performance of the
            prospective contract.
         
         D. Other Administrative Details:
         
              (1)  The proposal shall list the names and telephone numbers
                   of persons authorized to conduct negotiations.
              (2)  Block 12 of Standard Form 33 must contain a Statement to
                   the effect that your offer is firm for a period of at least
                   120 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 numbers of those with whom the offeror
                   has most recently conducted 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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




              (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.
         
         
         L.6A - ADDITIONAL BUSINESS PROPOSAL INSTRUCTIONS
         
         Offerors must contact Dean C. Pike, Contract Specialist, for all
         relevant materials, and any other information related to the RFP
         at:
         
         Telephone: 202/708-8569
         FAX: 202/708-9817
         E-Mail: dean_pike@ed.gov
         
         The National Postsecondary Student Aid Study will have a 42-month
         period of performance unless Optional Task 2 - Bachelor' Degree
         Recipient Cohort (B & B Optional Task) is exercised in which case
         the period of performance will be 60-months.  In either case the
         contract will be incrementally funded.  If Optional Task 1 - 
         Design and Implement Data Collection Procedures and/or Optional Task 3 -
         Credit Card Balances is/are exercised, but not Optional Task 2, then
         the Period of Performance will be 42-months.  Optional Tasks 1 and/or
         3 can be exercised along with Optional Task 2, in which case the period
         of performance will be 60 months.
         
         Therefore, offerors should provide two (2) summary price/cost
         charts presenting costs on a quarterly (3-month) basis; these are
         costs for each quarter and costs that are summed cumulatively for
         each quarter.  One option will be for a 42-month period of
         performance and excluding Optional Tasks 1, 2, and 3.  The other
         option will be for a 60-month period of performance and including
         Optional Tasks 1, 2, and 3.
         
         The three (3) optional tasks will be separately priced.  The
         offeror should assume that the interview protocols will cover
         similar elements and that the student interviews will average
         about 35 minutes, to those described in NCES Publication 98-073,
         (45 minutes if Optional Task 2 is exercised).
         
         Offerors should submit two (2) completed worksheets, as presented
         in Attachment E and F - Worksheets Numbers 1 and 2 for Business 
         Proposal for NPSAS 2000 in the first section of the Business Proposal.
         Offerors should submit these worksheets in a commonly used electronic 
         spreadsheet software such as "Excel" on a floppy computer disc.
         
         In a following section offerors should use the format of their
         staffing plan, contained in their Technical Proposals, to present
         labor costs for each task and subtask.  Other major direct cost
         categories such as materials, supplies, consultants, equipment,
         office rent, telephone, printing, and postage should also be
         presented by task/subtask.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         
         Subcontractor costs will be identified as a separate line item,
         and the names of the subcontractors, if known, identified. 
         Offerors will also submit subcontracting plans as part of their
         Business Proposals. Because of the complexity and the wide range
         of skills necessary to perform contract tasks, offerors are
         encouraged to subcontract work.  Offerors are also encouraged to
         subcontract work to Small Businesses; as provided in the RFP 
         Section M - Evaluation Criteria; bonus points are available to offerors
         that are small business entitiies or subcontract with small business
         entities.  Offerors should submit documentation that subcontractor(s)
         have agreed to perform contract work, that the subcontractor(s) are
         fully capable of performing the work, and that offerors will have
         effective control and direction over the subcontractor(s) work.
         A separate statement by the subcontractor(s) will also be included with
         the subcontracting plan.
         
         Offerors will also provide separate line items for all overhead
         costs.  Offerors should also submit a copy of their current
         Indirect Cost Rate Agreement. The Offeror should identify if it has
         a Materials Handling Rate, and provide this cost and the other
         overhead cost(s) on a quarterly basis.
         
         As outlined in Attachment A - Statement of Work, Section II, Task
         2.3.1 provide separate cost estimates for reaching and locating
         each group.  Also, provide separate costs estimates for the
         receipt control subtasks.
         
         Offerors will provide separate costs for the following items: 1).
         telephone interview training subtasks; 2). if Optional Task 2 is
         exercised - costs for interviewer training specific to those
         items; 3).edit specifications and coding schemes subtasks; 4).
         field test telephone interviews; 5). full-scale training
         components; 6). data collection components, and 7). full-scale
         data editing/processing components.
         
         Offerors are advised that under FTS 2000 charges for long-distance
         telephone calls are billed directly to the Government, rather than the
         Contractor.
         
         If an offeror proposes proprietary software, to which the
         Government does not have "unlimited rights" as described in FAR
         52.227-17 - Rights in Data - Special Works, then the offeror will
         list the price for the Government acquiring this software in its
         Business Proposal.
         
         A possible outcome of the NCES review process is that a
         contractor will be required to reanalyze and/or rewrite major
         sections of a report.  Therefore, offerors should take this into
         consideration and budget for up to six (6) weeks of additional
         staff labor hours.
         
         Offerors should provide one (1) original copy and four (4) additional
         copies of their Business Proposals.  We encourage you to provide one of
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         the copies in a looseleaf ring-binder notebook.  You are encouraged to
         provide one (1) copy of your Business Proposal on a 3.5 inch floppy
         computer disc.  All Business Proposals should be separately bound from 
         copies of the Offerors's Technical Proposals.
         
         
         
         
         
         
         
         
         


     1 311-5
         FORMS CLEARANCE PROCESS (MARCH 1986)
         Reference is made to the General Provision entitled "Paperwork
         Reduction Act."  If the contractor has proposed the use of any plan,
         questionnaire, interview guide or other similar device which calls
         either for answers to identical questions from ten or more persons
         other than Federal employees or information from Federal employees
         which is outside the scope of their employment, any of which is to be
         used by the Federal Government or disclosed to third parties, clearances
         from the Deputy Under Secretary for Management or his/her delegate
         within the Department of Education and the Office of Management and
         Budget shall first be obtained. Those should be expected to take at
         least 120 days together. Offerors' proposals shall accordingly reflect
         that 120 day period in proposal timelines if the Paperwork Reduction Act
         is applicable.
         
     2 311-6
         CLARIFICATION QUESTIONS (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:
         
         Dean Pike
         Contract Specialist
         
         U.S. Department of Education
         Contracts and Purchasing Operations
         ROB-3/Room 3616/MS-4447
         7th and D Streets, SW
         Washington, DC  20202-4447
         
         Telephone:  202/708-8569
         FAX:  202/708-9817
         E-Mail:  dean_pike@ed.gov 
         
         ED will accept clarification questions until 15 days after RFP release 
         date  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 
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         prospective offeror concerning a solicitation will be furnished promptly 
         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 (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 forth
         in that section shall be used in the evaluation of the technical
         proposals.
         
     2 314-1
         PAST PERFORMANCE REPORT  (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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




                             number and e-mail address (if known)
                        (2)  Administrative contracting officer, if
                             different from above, and telephone and fax
                             number and e-mail address (if known)
                        (3)  Program manager, COTR or technical officer
                             and telephone and fax number and e-mail
                             address (if known)
         
              2.   Work performed and relevance
                   a.   Brief synopsis of work performed
                   b.   Brief discussion of how the work performed is
                        relevant to the statement of work in this
                        solicitation
                   c.   Brief, specific examples of the offeror's high
                        quality performance
         
              3.   If any of the listed contracts are award-fee or incentive
                   contracts, include a table showing fees awarded and the
                   minimum and maximum available fee for each period.
         
              4.   Paragraph E. below requires you to send a copy of the
                   "Contractor Information Form" to each of your references.
                   In your past performance report, include:
                   a.  The date you sent the "Contractor Information
                       Form" to each reference.
                   b.  How you sent it (e.g., fax, mail, express delivery
                       service, courier, e-mail, etc.).
                   c.  To whom you sent it including telephone and fax
                       number and e-mail address (if known).
         
            B.  The offeror may provide information on problems encountered on
            the contracts and subcontracts identified in A above and corrective
            actions taken to resolve those problems.  Other than the information
            requested in A above, offerors should not provide general information
            on their performance on the identified contracts.  General performance
            information will be obtained from the references.
         
            C.  Offerors should understand the difference between experience and
            past performance.  Experience reflects the offeror's capability of
            performing a requirement.  Past performance reflects how well it has
            performed similar requirements.  In assessing past performance, the
            quality of the offeror's past performance is of primary significance,
            not the quantity of previous contracts performed.  An offeror's
            experience will be evaluated in the technical proposal.  For further
            guidance on including information on experience or how experience will
            be evaluated refer to the technical proposal instructions and evaluation
            criteria.
         
            D.   The offeror may describe any quality awards or certifications that
            indicate the offeror possesses a high-quality 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,
                                      (End of Section)




     ED-98-R-0017                             Page B-2




            or ANSI/EIA-599).
         
            Identify which segment of the company (one division or the entire
            company) received the award or certification.  Describe when the award
            or certification was bestowed.  If the award or certification is over
            three years old, present evidence that the qualifications still apply.
            Information about awards will be considered in evaluation of each of the
            past performance subfactors described in Section M.  The offeror may
            describe how the award relates to one or more of the subfactors.
         
            E.   No later than the date proposals are due under this solicitation
            (see Block 9 of Standard Form 33), send a copy to each of your four
            references of the "Contractor Performance Information" form attached to
            this solicitation.Ask each reference to complete the form and return it
            to the contracting officer as prescribed on the form.  Completed
            forms from references are due l0 calendar days after the date proposals
            are due under this solicitation.  Request that the reference please
            return the completed form to the contracting officer by this date.  Do
            not ask the reference to give you a copy of the completed form or any
            information therefrom. 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
            identified by the offeror may be contacted by the Government with the
            information received in the evaluation of the offeror's past
            performance.
         
         
     1 3452.232-71
         INCREMENTAL FUNDING (AUG 1987)
         (a) Sufficient funds are not presently available to cover the total
         cost of the complete project described in this solicitation. However,
         it is the Government's intention to negotiate and award a contract
         using the incremental funding concepts described in the clause titled
         'Limitation of Funds' in FAR 52.232-22. Under that clause, which will be
         included in the resultant contract, initial funds will be obligated
         under the contract to cover an estimated base performance period.
         Additional funds are intended to be allotted to the contract by contract
         modification, up to and including the full estimated cost of the entire
         period of performance. This intent notwithstanding, the Government will
         not be obligated to reimburse the contractor for cost incurred in excess
         of the periodic allotments, nor will the contractor be obligated to
         perform in excess of the amount allotted.
         
         (b) The Limitation of Cost clause in FAR 52.232-20 shall
                                      (End of Section)




     ED-98-R-0017                             Page B-2




         supersede the Limitation of Funds clause in the event the
         contract becomes fully funded.
         
                                      (END OF PROVISION)
         
     1 52.215-20 IV
         REQUIREMENTS FOR COST OR PRICING DATA
         OR INFORMATION OTHER THAN COST
         PRICING DATA (OCT 1997)--ALTERNATE IV (OCT 1997)
         (a) Submission of cost or pricing data is not required.
         
         (b) Provide information described below:
         
             As part of its business proposal, the offeror shall submit
             information to help the contracting officer determine the
             reasonableness of the proposed price and assess cost realism. The
             offeror should include at least the following information:
         
                  The estimated cost and fee (if any) for the base contract period
                  and for any option periods;
                  Salaries of proposed key personnel;
                  Number of hours proposed for key personnel;
                  Indirect cost rates used in preparing the cost proposal;
                  Any property or equipment costing over $1,000 proposed for
                  purchase; and
                  Significant assumptions used, such as inflation rates for
                  subsequent years.
         
             The offeror may use the format indicated in Table 15-2 of 15.408 or
             its own format for this information. The offeror may include other
             information to show that the offeror can complete the work at the
             proposed price.
         
             The contracting officer reserves the right to require cost or
             pricing data if the contracting officer subsequently determines that
             none of the exceptions under FAR 15.403-1 apply and that the
             contract amount exceeds the threshold at FAR 15.403-4(a)(1).
         
     2 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.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




           "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,
             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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




               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
             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
                                      (End of Section)




     ED-98-R-0017                             Page B-2




             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.
             (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.
                                      (End of Section)




     ED-98-R-0017                             Page B-2




             (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
           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)
                                      (End of Section)






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     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)
     2 201-39.5202-2
         AVAILABILITY OF THE "FEDERAL ADP AND TELECOMMUNICATIONS STANDARDS INDEX"
         (OCT 90 FIRMR)
           Copies of the "Federal ADP and Telecommunications Standards Index" can be
         purchased from the U.S. Government Printing Office, Superintendent of
         Documents, Washington, DC 20402.
                                     (End of provision)
     3 312-2
         EVALUATION FACTORS FOR AWARD (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.
                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.
                                      (End of Section)




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                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 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.
         
                                      (End of Section)




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         (C) Technical Evaluation Criteria: In accordance with the technical
         evaluation criteria, technical solutions that exceed any mandatory
         minimums will be given appropriate evaluation credit.
         
         __________ 
         
         312-2b - EVALUATION FACTORS FOR AWARD (continued)
         
         
         1.   Technical Quality (35 points)
         
         The proposal will be rated on the offeror's understanding and
         proposed implementation of the contract tasks.  Technical quality
         will be assessed on:
         a.   Specificity, completeness, and feasibility for fulfilling
              each task within specified time frames, including potential
              problems, possible solutions and the scheduling of all
              proposed activities;
         b.   Relationship of and priorities assigned to the tasks to be
              accomplished;
         c.   Effectiveness of technical approaches, including evaluating
              the quality of responses; and
         d.   Creativity and innovation in proposed methods to improve the
              quality of the data provided by respondents.
         
         2.   Qualifications, Experience and Commitment of Project Staff
              (30 points)
         
         The offeror's proposed key
         personnel assigned to this project should have successful
         experience in:  1) studies relating to the formulation and implementation 
         of national policy in the broad areas of student financial aid,
         education and work;  2) studies of the process of transition from
         postsecondary education into the labor force;  3) studies of the
         effects of individual and contextual variables on education,
         occupation, and personal development; 4) studies relating to
         minority concerns; and 5) studies of longitudinal data with many
         inter-related data sets.  Other proposed key staff should have a long
         range commitment to the project.  The competencies of these persons 
         should complement those of the project director; they should
         demonstrate expertise in the areas for which they are functionally 
         responsible. The key person is the project director.  This 
         person must have experience in managing and conducting large-scale
         surveys,preferably related to higher education financial aid issues and
         longitudinal surveys.  The Project Director should be a good problem
         solver, communicator, and team builder.  The Project Director should have
         a full-time commitment over the course of the project.
         
         
         3.  Project Management, Organization, and Control (15 points)
         
         The proposal will be rated based on the offeror's demonstrated
         ability to propose an efficient organization of staff; clear lines
         of authority and responsibilities; and control of tasks and
                                      (End of Section)




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         allocations of resources that will ensure the timely completion
         of deliverables within the proposed budget.
          
         
         4.    Understanding of the Purposes and Objectives (10 points)
         
         Offerors will be rated on their ability to demonstrate an
         understanding of the nature, magnitude, details, and problems of
         the work to be performed, and proposed solutions.
         
         
         5.    Corporate Capability (10 points)
         
         An offeror will have performed well on similar contracts and
         demonstrate: low turnover of key staff, high quality control
         standards, adherence to budget limitations, responsiveness to the
         government contract specialist and COTR, and timeliness and
         acceptability of project deliverables. Offerors should show demonstrated
         ability to conduct studies at the level and complexity required by this 
         contract. 
            
         
         
         TOTAL POINTS:   100
         
         6. Small Business Participation (10 Bonus Points)
         
         The Contracting Officer shall assign up to 10 Bonus Points to an Offeror
         that provides documentary evidence that it is either: 1). a small 
         business concern itself; or 2). the extent the firm proposes to use small 
         businesses.
         
         
         
         
         
         
         


     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)
         EVALUATION OF OPTIONS (continued)
         
         The total evaluated price will be for the sum of all four (4) basic 
         contract tasks and three (3) optional tasks for a 60-month period of
         performance.
         


                                              (End of Section)


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