DOL131RP21703-0002.pdf

5. PROJECT NO.

CODE 7. ADMINISTERED BY

2. AMENDMENT/MODIFICATION NO.

CODE

6. ISSUED BY

8. NAME AND ADDRESS OF CONTRACTOR

4. REQUISITION/PURCHASE REQ. NO. 3. EFFECTIVE DATE

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED

PAGE OF

PAGES

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED

BPA NO. 1. CONTRACT ID CODE

FACILITY CODE CODE

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers X

E. IMPORTANT:

is extended,

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR AC-

KNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY is not extended.

12. ACCOUNTING AND APPROPRIATION DATA

(REV. 10-83)

is required to sign this document and return ___________ copies to the issuing office. is not, A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

15C. DATE SIGNED

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES

SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER

BY

Contractor

16C. DATE SIGNED

14. DESCRIPTION OF AMENDMENT/MODIFICATION

16B. UNITED STATES OF AMERICA

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING OFFICER

15B. CONTRACTOR/OFFEROR

STANDARD FORM 30 NSN 7540-01-152-8070

PREVIOUS EDITION NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.243

(Type or print) (Type or print)

(Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

(No., street, county, State and ZIP Code)

(If other than Item 6)

(Specify type of modification and authority)

(such as changes in paying office, appropriation date, etc.)

(If required)

(If applicable)

(SEE ITEM 11)

(SEE ITEM 13)

(X)

(X)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

(Signature of person authorized to sign) (Signature of Contracting Officer)

1 66

0002 06-24-2013 266-139N-1446

OASAM Office of Procurement Services

U. S. Department of Labor

RM S4307

200 Constitution Ave., NW

Washington DC 20210

OASAM Office of Procurement Services

U. S. Department of Labor

RM S4307

200 Constitution Ave., NW

Washington DC 20210

To all Offerors/Bidders DOL131RP21703

05-28-2013 X

See CONTINUATION Page

X 1

The purpose of Amendment 0002 is to add CLINs 0005 and 0006 for base year period, first, second, third, and fourth option year periods. Added a paragraph under Section C, before paragraph A.-General Information. Revised paragraph

B.3,paragraph 3, revised from four to three weeks upon receipt of task order. Revised B.5 Period of Performance, paragraphs 1 and 2. Revised paragraph B.8. Revised paragraph C. Services Summary. Added a sentence after C. Services

Summary. Revised I.4 52.216-19 Order Limitations--from $5,000.00 to $25,000.00 minimum order. Deleted FAR Clause

52.232-18 "Availability of Funds (APR 1984) and OPS-001 Incremental Funding Plan. Revised attachments under Section J.

Added Attachment 1-Price for Development of a Mock Legal Case File, revised Attach 2-Price Breakdown for Comprehensive

Legal Training Programs, Attach 3-Pricing for Programs Provided under Exigent Circumstances, Attach 4-Price Breakdown for Training Facility. Corrected Volume 4-Price Volume Instructions.

The closing date of proposal is revised from July 3 to July 8, 2013, 2:00 PM EST.

The closing date of Past performance submission is revised from July 3, 2013 to July 8, 2013, 2:00 PM EST. Revised the

DOL Small Business Subcontracting Plan Goals form to Attach 6 and DOL Subcontracting Plan Summary Sheet to Attach 7.

CONTINUATION PAGE

A.1 PRICE/COST SCHEDULE

ITEM DESCRIPTION OF QTY UNIT UNIT AMOUNT

NO. SUPPLIES/SERVICES PRICE

BASE YEAR PERIOD:

0001 1.00 JA

Trial Advocacy and Related Training

Services for the U.S. Department of Labor, Solicitor's Office. The Offeror shall complete the price breakdown sheet per attached template. FFP

0002 0.00 JA

Trial Advocacy and Related Training

Services, due to exigent circumstance, for the U.S. Department of Labor, Solicitor's

Office, in accordance with Scope of

Objective, paragraph B.8. The Offeror shall

0003 0.00 EA

Training Facility for Trial Advocacy and Related Training Services for the U.S.

Department of Labor, Solicitor's Office.

The Offeror shall complete the price breakdown sheet per attached template. FFP

0004 0.00 EA

Other Direct Costs - Travel, in accordance with SOO, paragraph B.11 and

Federal Travel Regulation (FTR). This

CLIN is price reimbursable, receipts for travel expenses, e.g., tickets, lodging, etc. shall be attached to the invoice for payment.

0005 0.00 EA __________________

Course Preparation Services

Referenced in Section B.6, including, but not limited to, development of mock legal case files and training curricula, for the U.S. Department of

Labor, Solicitor’s Office. The

Offeror shall complete the price breakdown sheets, per attached templates, in Attachments

1 and 2. FFP

0006 0.00 EA __________________

Participation in Public Training

Services, referenced in Section

B.9 for the U.S. Department of Labor, Solicitor’s Office. FFP

OPTION YEAR 1:

1001 0.00 JA

Trial Advocacy and Related Training

Services for the U.S. Department of Labor, Solicitor's Office. The Offeror shall

1002 0.00 JA

Services, due to exigent circumstance, for the U.S. Department of Labor, Solicitor's Office, in accordance with

Scope of Objective, paragraph B.8. The

Offeror shall complete the price breakdown sheet per attached template.

FFP

1003 0.00 EA

and Related Training Services for the U.S.

Department of Labor, Solicitor's Office.

The Offeror shall complete the price

1004 0.00 EA

accordance with SOO, paragraph B.11 and

Federal Travel Regulation (FTR).

This CLIN is price reimbursable, receipts for travel expenses, e.g., tickets, 1005 0.00 EA __________________

Referenced in Section B.6, including, but not limited to, development of mock legal case files and training curricula, for the U.S. Department of

Labor, Solicitor’s Office. The

Offeror shall complete the price breakdown

1006 0.00 EA __________________

Participation in Public Training

Services, referenced in Section

B.9 for the U.S. Department of Labor, Solicitor’s Office.

OPTION YEAR 2:

2001 0.00 JA

Trial Advocacy and Related Training

Services for the U.S. Department of Labor, Solicitor's Office. The Offeror shall complete the price breakdown sheet per attached template. FFP

2002 0.00 JA

Services, due to exigent circumstance, for the U.S. Department of Labor, Solicitor's

Office, in accordance with Scope of

Objective, paragraph B.8. The Offeror shall

2003 0.00 EA

and Related Training Services for the

U.S. Department of Labor, Solicitor's

Office. The Offeror shall complete the price breakdown sheet per attached

2004 0.00 EA

accordance with SOO, paragraph B.11 and

Federal Travel Regulation (FTR). This

CLIN is price reimbursable, receipts for travel expenses, e.g., tickets, lodging, etc. shall be attached to the invoice for payment.

2005 0.00 EA __________________

Referenced in Section B.6, including, but not limited to, development of mock legal case files and training curricula, for the U.S. Department of

Labor, Solicitor’s Office. The

Offeror shall complete price breakdown

2006 0.00 EA __________________

Participation in Public Training

Services, referenced in Section

B.9 for the U.S. Department of Labor, OPTION YEAR 3:

3001 0.00 JA

Trial Advocacy and Related Training

Services for the U.S. Department of Labor, Solicitor's Office. The Offeror shall complete the price breakdown sheet per attached template. FFP

3002 0.00 JA

Services, due to exigent circumstance, for the U.S. Department of Labor, Solicitor's

Office, in accordance with Scope of

Objective, paragraph B.8. The Offeror shall

3003 0.00 EA

and Related Training Services for the U.S.

Department of Labor, Solicitor's Office.

The Offeror shall complete the price

3004 0.00 EA

accordance with SOO, paragraph B.11 and

Federal Travel Regulation (FTR). This

CLIN is price reimbursable, receipts for travel expenses, e.g., tickets, lodging, etc. shall be attached to the invoice for payment.

3005 0.00 EA __________________

Referenced in Section B.6, including, but not limited to, development of mock legal case files and training curricula, for the U.S. Department of

Labor, Solicitor’s Office. The

Offeror shall complete price breakdown

3006 0.00 EA __________________

Participation in Public Training

Services, referenced in Section

B.9 for the U.S. Department of Labor, OPTION YEAR 4:

4001 0.00 JA

Services for the U.S. Department of Labor, Solicitor's Office. The Offeror shall

4002 0.00 JA

Services, due to exigent circumstance, for the U.S. Department of Labor, Solicitor's

Office, in accordance with Scope of

Objective, paragraph B.8. The Offeror shall complete the price breakdown sheet per attached template.

4003 0.00 EA

and Related Training Services for the

U.S. Department of Labor, Solicitor's

Office. The Offeror shall complete the price breakdown sheet per attached

4004 0.00 EA

accordance with SOO, paragraph B.11 and

Federal Travel Regulation (FTR). This

CLIN is price reimbursable, receipts for travel expenses, e.g., tickets, 4005 0.00 EA __________________

Referenced in Section B.6, including, but not limited to, development of mock legal case files and training curricula, for the U.S. Department of

Labor, Solicitor’s Office. The

Offeror shall complete price breakdown

4006 0.00 EA __________________

Participation in Public Training

Services, referenced in Section

B.9 for the U.S. Department of Labor, Solicitor’s Office. FFP

B.2 DELIVERY SCHEDULE

ITEM NUMBERS QUANTITY DATE OF DELIVERY

0001 - 4006 See Schedule See Schedule

SHIP TO : SOL, MALS

US Department of Labor

200 Constitution Avenue, NW, N2427

Washington

DC

20210

USA

MARK FOR: Donnita Pringle

DOL131RP21703

SECTION C – STATEMENT OF OBJECTIVE

This SOO will be used in an Indefinite Delivery Indefinite Quantity contract with firm fixed price contract line items, and one other direct cost contract line item-price reimbursable, for legal training, products and related services in support of SOL’s mission nationwide. Services will be performed through task orders priced through these contract line items.

A. GENERAL INFORMATION

The United States Department of Labor (DOL) is an Executive Branch agency of the Federal Government.

DOL’s mission is to foster, promote, and develop the welfare of the wage earners, job seekers, and retirees of the United States; improve working conditions; advance opportunities for profitable employment; and assure work-related benefits and rights. In carrying out this mission, DOL administers and enforces more than 180 Federal labor laws, including those that guarantee worker’s rights to safe and healthful working conditions, a minimum hourly wage and overtime pay, freedom from employment discrimination, unemployment insurance, and other income support. These mandates, and the regulations that implement them, cover many workplace activities for about 10 million employers and

125 million workers.

Within DOL, the Office of the Solicitor (SOL) provides high quality legal services by representing the

Secretary of Labor and the client agencies in all necessary litigation, including both enforcement actions and defensive litigation, and in settlement and alternative dispute resolution activities; by assisting in the development of regulations, standards and legislative proposals; and by providing legal opinions and advice concerning all the Department's activities. SOL handles litigation in federal district and appellate courts and before administrative law judges and administrative appellate tribunals. In doing so, SOL ensures that the Nation's labor laws are forcefully and fairly applied to protect the Nation's workers.

The Office of the Solicitor is headed by the Solicitor of Labor. The Solicitor is assisted by three

Deputy Solicitors:

• Deputy Solicitor

• Deputy Solicitor for National Operations

• Deputy Solicitor for Regional Enforcement

With approximately 750 employees nationwide, SOL is headquartered in the National Office in the

Frances Perkins Building at 200 Constitution Avenue, N.W., Washington DC 20210. The National

Office includes the Immediate Office of the Solicitor and the following ten divisions, each headed by an

Associate Solicitor:

• Black Lung and Longshore Legal Services (BLLLS)

• Civil Rights and Labor-Management (CRLM)

• Employment and Training Legal Services (ETLS)

• Fair Labor Standards (FLS)

• Federal Employees’ and Energy Workers’ Compensation (FEEWC)

• Management and Administrative Legal Services (MALS)

• Mine Safety and Health (MSH)

• Occupational Safety and Health (OSH)

• Office of Legal Counsel (OLC)

• Plan Benefits Security (PBS)

The Mine Safety and Health Division is located at 1100 Wilson Boulevard, Arlington, VA.

SOL has seven Regional Offices headed by Regional Solicitors. Five of the Regional Offices include one or more Branch Offices:

Region I: Boston

Region II: New York

Region III: Philadelphia

Arlington VA - Branch

Region IV: Atlanta

Nashville - Branch

Region V: Chicago

Kansas City – Branch;

Cleveland - Branch

Region VI: Dallas

Denver – Branch

Region VIIX: San Francisco

Los Angeles – Branch

Seattle - Branch

The responsibilities of the Regional Offices and Branch Offices consist almost entirely of work related to litigation in Federal District Courts and before administrative tribunals.

B. DESCRIPTION OF SERVICES

B.1 Type Of Training To Be Provided

Given the scope of SOL’s responsibilities in providing legal services to DOL, the training covered by this

SOO will be broad and will include, but not be limited, to the full range of trial advocacy and related training involving all phases of litigation from pre-trial work through appeals, negotiations training, as well as training in writing skills.

The Contractor shall provide products, services, and any equipment/materials required to successfully perform and deliver the work defined in this SOO and as authorized and required in the specific Task

Order(s) issued under the contract for the delivery of a specific training event.

B.2 Qualification Of Trainers

All trial advocacy training covered by this SOO shall be provided by trial advocacy training staff with a

Juris Doctor (J.D.) degree from a law school accredited by the American Bar Association (ABA), admission in one or more state bars, and minimum experience of 10 years, of which 5 years are in a teaching environment. The teaching experience required of staff providing the services in the SOO need not be based on fulltime teaching.

B.3 Place of Performance and Timing Of Training

The Government requires training in multiple locations including, but not limited to, the Contractor’s site, the National Office, or at any of the cities where the Regional or Branch offices are located. The

Task Order will specify the required place of performance.

For instance, it is expected that some of the training will take place at a facility provided or operated by the Contractor. If required by an individual Task Order, the successful Contractor must be able to provide the training facility required by the SOO as well as any and all requisite technical/IT components/support at its training loc ation, including but not limited to courtroom technology that enhances the legal presentation of evidence in judicial proceedings. If SOL decides to have training in a city where a Regional or Branch office is located, the Contractor shall be responsible for obtaining all requisite technical/IT components/support at the training location, including but not limited to courtroom technology that enhances the legal presentation of evidence in judicial proceedings.

In some cases, training needs may be required to be delivered under exigent circumstances (within three weeks upon receipt of Task Order). See Section B.8. The Contractor shall invoice the Government for this type of training under CLIN 0002, 1002, 3002, and 4002. The Contractor shall be able to provide, facilitate, design or implement a variety of legal training products or services to meet SOL’s mission, needs and/or requirements within a short period of time.

B.4 Population to be Served by this SOO

The training under this SOO is primarily for lawyers with varying degrees of experience (new hires through seasoned litigators). In addition, the Contractor must also be prepared to train law clerks and administrative staff in law-related courses such as Evidence Management training.

B.5 Period of Performance and Ordering Procedures

The resultant Firm Fixed Price (FFP) IDIQ contract will have a period of performance of a one-year base period and four one year option periods, which will be executed at the Government’s sole discretion. The guaranteed minimum of the awarded contract, inclusive of the base and all option periods will be

$25,000 for the life of the contract.

The ordering procedure will be as follows. The Department will identify a need for trial advocacy services, consistent with the scope of work contained herein. The Department will issue a request for proposal for a particular task order to the successful Offeror. The successful Offeror will submit a proposal, which must be deemed to be in the best interest of the Department, both from a technical and price perspective, before a task order can be issued.

B.6 Training Materials (Deliverables) and Equipment

Some of the deliverables that a Contractor may be asked to provide/perform, in consultation with SOL personnel, include:

Preparation of mock legal case files suitable for use in trial advocacy programs that cover a full range of advocacy skills specifically developed for or by DOL attorneys based on typical DOL litigation.

Development and presentation of comprehensive legal training programs (Trial

Advocacy, Appellate Advocacy, Persuasive Writing, etc.) that involve interactive seminars and learn-by-doing sessions using training materials specifically developed for or by DOL attorneys based on typical DOL litigation. Programs cover a full range of advocacy skills, including pre-trial preparation such as case analysis, written discovery, taking and defending depositions, and motions practice; courtroom presentation, including opening statements, direct/cross examination of lay and expert witnesses, handling documentary evidence, making and meeting evidentiary objections, and closing arguments; other skills such as writing persuasive motions and briefs and preparing and conducting settlement negotiations/mediation and/or alternative dispute resolution; and handling appeals, including appellate brief writing and oral argument.

Development and presentation of coaching and mentoring programs that teach supervisory and senior attorneys techniques and methods for effectively instructing, critiquing and providing constructive feedback to attorneys regarding all phases of advocacy skills.

Development and presentation of training programs that instruct legal professionals on the effective use of technology (trial software, etc.) as an integral part of trial advocacy, including document management and the presentation of evidence in judicial proceedings.

Development and presentation of training programs for non-attorney personnel within

SOL related to Trial Advocacy (e.g. training programs for DOL law clerks and paralegals).

The Contractor shall develop these deliverables (i.e., legal products, systems, services, strategies, and solutions) in accordance with the specified requirements and standards set forth in the Task Order. The

Government shall review the above training materials, provide feedback, and approve the final product.

At the conclusion of the provision of services pursuant to the Task Order, the Contractor shall provide for review to the Government an evaluation document (Participants’ Survey) to be completed by all participants in the training. Upon the Government’s acceptance of the Survey evaluation document, the

Contractor shall distribute the document to all participants for completion after each training. The

Contractor shall provide the Government with the results of the evaluation documents.

B.7 Integration Of Information Technology

As applicable, the Contractor will integrate IT services, systems, and hardware or software components into the legal training solutions provided under future Task Orders. The Contractor will also ensure that

IT services, systems and components comply with prevailing and applicable Government IT software, systems and security standards.

B.8 Services Needed In Light Of Exigent Circumstances

On occasion, services may be required to support unique training needs for SOL. As a result, the

Contractor must be prepared to provide the training services referenced in Section B within three weeks from the date the contractor receives the Task Order.

B.9 SOL’s Ability To Acquire The Best Price For Services

Training under this SOO will be primarily tailored to meet SOL’s needs. In the event the Contractor has publicized training opportunities with respect to training that fall within the scope of this Scope of Work, SOL will also be able to utilize these training courses, provided space is available at the training sites, at the lowest available rate (no higher than the lower of the publicly listed price per student or at the price listed in this Contract).

B.10 Period of Performance

The periods of performance are as follows:

Base Year Period: Upon contract award – one year thereafter

First Option Year Period: One year period

Second Option Year Period: One year period

Third Option Year Period: One year period

Fourth OptionYear Period: One year period

B.11 Travel

The Contractor may be required to travel under this contract. Travel expenses shall be kept to a minimum and shall be performed only as agreed to by the Contracting Officer’s

Representative (COR) and approved by the CO prior to the travel. The contractor’s requests for travel shall be in writing and contain the dates, locations, and estimated costs of the travel.

The Contractor shall charge travel costs under CLIN 0003, 1003, 2003, 3003, and 4003 -

Other Direct Costs-Travel, price reimbursable.

Receipts for expenses, e.g., tickets, hotel lodging, etc. shall be attached to the invoice.

Unsupported reimbursement requests will not be honored. Travel cost shall be reimbursed for actual cost, not exceeding the limitations set forth in the Federal Travel Regulations (FTR).

The FTR is available at www.gsa.gov/federaltravelregulation. Lodging and per diem will be reimbursed at actual cost, also in accordance with FTR. Mileage will be reimbursed in accordance with Federal mileage rate. Local travel (within 50 mile radius of Contractor’s office) will not be reimbursed. No handling charges, indirect costs, profit or fee shall be billed for travel costs.

http://www.gsa.gov/federaltravelregulation

C. Services Summary

Contractor shall provide all management, tools, supplies, equipment, and labor necessary to operate and maintain services described in Section B of the SOO. Contractor, in consultation with DOL, shall create a student survey to assess the Contractor’s performance for the following chart for Sections B.1 of the SOO.

Service Summary SOW

Para Acceptable Quality Level Evaluation of Contractor

Performance

Training of SOL

Personnel* by

Contractor

B.1 97% of completed student surveys after each class have to be “Acceptable.” If the contractor does not meet this goal, the contractor must discuss ways to improve the training with the COR.

Students’ responses after each training.

Validated student or attendee complaints

Training Facility B.3 At all times, the training facility must be in accordance with industry standards and be in compliance with OSHA standards.

Random inspections by COR or alternate COR.

Timeliness Of Training B.3 Contractor must be in compliance with the timeliness of training 97% of the time. If the contractor does not meet this goal, the contractor must discuss ways to improve timeliness with the COR.

Periodic inspection by COR or alternate COR.

Training Materials (Deliverables) and

Equipment

B.6 No more than 3 revisions for any training material by SOL need to be completed for

Contractor to be in compliance with this goal. If the contractor does not meet this goal, the contractor must discuss ways with COR on how to improve the training material

Scheduled review for each training task order by COR or PM.

Timeliness of Delivery of Training As A Result of Exigent

Circumstances

B.8 100% of the time. Periodic inspection or random inspection by

COR.

*-- SOL may designate individuals as “SOL Personnel” (solely for the purposes of this contract) and these individuals will be covered by this requirement.

D. Special Contract Requirements

1. Disclosure of Information

a. Offerors are reminded that information furnished under this solicitation may be subject to disclosure under the Freedom of Information Act

(FOIA). Therefore, all items that are confidential to business, or contain trade secrets, proprietary or personnel information must be clearly marked.

Marking of items will not necessarily preclude disclosure when the

Government determines disclosure is warranted by FOIA. However, if such items are not marked, all information contained within the submitted documents will be deemed to be releasable.

b. Any information obtained by or made available to the Contractor by the

Government in the performance of this IDIQ must be used only for the purpose of carrying out the provisions of this IDIQ and must not be divulged or made known in any manner to any person except as may be necessary in the performance of a particular Task Order or any subsequent

Task Order.

c. In performance of this contract and Task Orders issued thereunder, the

Contractor assumes responsibility for protection of the confidentiality of

Government records and must ensure that all work performed by its subcontractors shall be under the supervision of the Contractor or the

Contractor's responsible employees.

d. Each officer or employee of the Contractor or any of its subcontractors to whom any Government record may be made available or disclosed must be notified in writing by the Contractor that information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 19 U.S.C. § 641. That section provides, in pertinent part, that whoever knowingly converts to their use or the use of another, or without authority, sells, conveys, or disposes of any record of the United States or whoever receives the same with intent to convert it to their use or gain, knowing it to have been converted, shall be guilty of a crime punishable by a fine of up to $10,000, or imprisoned up to ten years, or both.

2. Key Personnel (project manager who has overall responsibility for completing the Task Order)

a. Task Orders will require key personnel (project manager who has overall responsibility for completing the Task Order) to be identified by the contractor.

b. The Task Order will identify key personnel based on the critical importance and the level of involvement of that person to the project.

c. In order to ensure a smooth and orderly start-up of work, it is essential that the key personnel specified in the Contractor's proposal be available as set forth in the

Task Order. If these personnel are not made available at that time, the Contractor must notify the Government Contracting Officer and explain the absence. Failure to provide a reasonable explanation or a sufficient excusable delay may subject the Contractor to default action.

d. The Contractor shall not remove or replace any personnel designated as "key" personnel without the written concurrence of the cognizant Contracting Officer.

Prior to utilizing employees other than personnel specified, the Contractor shall notify the Government Contracting Officer and the COR. This notification must be no later than five (5) calendar days in advance of any proposed substitution and must include justification (including resume(s) of proposed substitute(s)) in sufficient detail to permit evaluation of the impact on contract performance.

e. Substitute personnel qualifications must be equal to, or greater than, those of the personnel being replaced. If the Government Contracting Officer and the COR determine that the proposed substitute personnel is unacceptable, or that the reduction of effort would be so substantial as to impair the successful performance of the work under the contract, the Contractor may be subject to default action.

f. In the event that the performance of assigned Contractor personnel or any substitute(s) is determined by the Government to be unsatisfactory at any time, the

Government reserves the right to request and receive satisfactory personnel replacement within five (5) calendar days of receipt by the Contractor of written notification. Notification will include the reason for requesting replacement personnel.

g. The Contractor supplied personnel are employees of the Contractor and under the administrative control and supervision of the Contractor. The Contractor, through its personnel, shall perform the tasks prescribed herein. The Contractor must select, supervise, and exercise control and direction over its employees (including subcontractors) under the Task Order. The Government shall not exercise any supervision or control over the Contractor in its performance of services under this contract. The Contractor is accountable to the Government for the action of its

3. Essential Personnel (Trainers)

a. Prior to the training date identified in each Task Order, the Contractor will identify essential personnel (all trainers other than the lead trainer).

b. In order to ensure a smooth and orderly start-up of work, it is essential that the essential personnel specified in the Contractor's proposal be available as set forth in the Task Order. If these personnel are not made available at that training time, the

Contractor must notify the Government Contracting Officer and explain the absence.

Failure to provide a reasonable explanation or a sufficient excusable delay may subject the Contractor to default action.

c. The Contractor shall not remove or replace any personnel designated as "essential personnel" without the written concurrence of the cognizant Contracting Officer. Prior to utilizing employees other than personnel specified, the Contractor shall notify the

Government Contracting Officer and the COR. This notification must be no later than five (5) calendar days in advance of any proposed substitution and must include justification (including resume(s) of proposed substitute(s)) in sufficient detail to permit evaluation of the impact on contract performance.

d. Substitute personnel qualifications must be equal to, or greater than, those of the personnel being replaced. If the Government Contracting Officer and the COR determine that the proposed substitute personnel is unacceptable, or that the reduction of effort would be so substantial as to impair the successful performance of the work under the contract, the Contractor may be subject to default action.

e. In the event that the performance of assigned Contractor personnel or any substitute(s) is determined by the Government to be unsatisfactory at any time, the

Government reserves the right to request and receive satisfactory personnel replacement within five (5) calendar days of receipt by the Contractor of written notification. Notification will include the reason for requesting replacement

f. The Contractor supplied personnel are employees of the Contractor or its subcontractor and under the administrative control and supervision of the Contractor.

The Contractor, through its personnel, shall perform the tasks prescribed herein. The

Contractor must select, supervise, and exercise control and direction over its employees (including subcontractors) under the Task Order.

The Government shall not exercise any supervision or control over the Contractor in its performance of contractual services under this contract. The Contractor is accountable to the Government for the action of its personnel.

4. Dissemination of Government Information

The Contractor must not publish, permit to be published, or distribute any information, oral or written, concerning the results, conclusions or training materials made pursuant to the performance of this contract or task orders herein, without the prior written consent of the

Contracting Officer. Two copies of any material proposed to be published or distributed must be submitted to the Contracting Officer for approval. Draft training material is covered by

FAR 52.227-14 (RIGHTS IN DATA—GENERAL DEC 2007)

In addition, with respect to each training referenced in each Task Order, Contract shall provide two CDs of the final training materials at the conclusion of the training session: one

CD shall contain the training materials in Microsoft Word and Excel, if applicable, and the second CD in Adobe Acrobat. These materials are covered under

FAR 52.227-14 (RIGHTS IN DATA—GENERAL DEC 2007) clause.

E. Government Furnished Property (GFP) and Services

Unless training is scheduled at an SOL facility, SOL will not provide any equipment or personnel to the contractor for the execution of the Task Order. All Government furnished items will be identified in individual Task Orders.

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SEE SECTION J.

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-- COMMERCIAL

ITEMS (NOV 2011)

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (c) through (o) of this provision.

(a) Definitions. As used in this provision--

"Economically disadvantaged women-owned small business (EDWOSB) concern" means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB

Program.

"Forced or indentured child labor" means all work or service--

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

"Inverted domestic corporation", as used in this section, means a foreign incorporated entity which is treated as an inverted domestic corporation under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated in the United States, or used to be a partnership in the United States, but now is incorporated in a foreign country, or is a subsidiary whose parent corporation is incorporated in a foreign country, that meets the criteria specified in 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code at 26 U.S.C. 7874.

"Manufactured end product" means any end product in Federal Supply Classes (FSC) 1000-9999, except--

(1) FSC 5510, Lumber and Related Basic Wood Materials;

(2) Federal Supply Group (FSG) 87, Agricultural Supplies;

(3) FSG 88, Live Animals;

(4) FSG 89, Food and Related Consumables;

(5) FSC 9410, Crude Grades of Plant Materials;

(6) FSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) FSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) FSC 9610, Ores;

http://orca.bpn.gov/

(9) FSC 9620, Minerals, Natural and Synthetic; and

(10) FSC 9630, Additive Metal Materials.

"Place of manufacture" means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

"Restricted business operations" means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan

Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate-

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

"Sensitive technology"--

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically--

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50

U.S.C. 1702(b)(3)).

"Service-disabled veteran-owned small business concern"--

(1) Means a small business concern--

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

"Small business concern" means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation.

"Subsidiary" means an entity in which more than 50 percent of the entity is owned--

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

"Veteran-owned small business concern" means a small business concern--

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

"Women-owned business concern" 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 its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

"Women-owned small business concern" means a small business concern--

(1) That 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.

"Women-owned small business (WOSB) concern eligible under the WOSB Program" (in accordance with 13 CFR part

127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United

States.

(b)(1) Annual Representations and Certifications. Any changes provided by the offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications posted on the Online Representations and

Certifications Application (ORCA) website.

(2) The offeror has completed the annual representations and certifications electronically via the ORCA website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and

Certifications--Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs .

(c) Offerors must complete the following representations when the resulting contract will be performed in the United

States or its outlying areas. Check all that apply.

(1) Small business concern. The offeror represents as part of its offer that it [ ] is, [ ] is not a small business concern.

(2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a veteran-owned small business concern.

(3) Service-disabled veteran-owned small business concern. [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(4) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, for general statistical purposes, that it [ ] is, [ ] is not a small disadvantaged business concern as defined in 13 CFR 124.1002.

(5) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [ ] is, [ ] is not a women-owned small business concern.

Note: Complete paragraphs (c)(8) and (c)(9) only if this solicitation is expected to exceed the simplified acquisition threshold.

(6) WOSB concern eligible under the WOSB Program. [Complete only if the offeror represented itself as a women-owned small business concern in paragraph (c)(5) of this provision.] The offeror represents that--

(i) It [ ] is, [ ] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility;

and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(6)(i) of this provision is accurate in reference to the WOSB concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the WOSB concern or concerns that are participating in the joint venture: .] Each WOSB concern participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(7) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the offeror represented itself as a WOSB concern eligible under the WOSB Program in (c)(6) of this provision.] The offeror represents that--

(i) It [ ] is, [ ] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(7)(i) of this provision is accurate in reference to the EDWOSB concern or concerns that are participating in the joint venture. The offeror shall enter the name or names of the EDWOSB concern or concerns that are participating in the joint venture: . Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

Note to paragraphs (c)(8) and (9): Complete paragraphs (c)(8) and (c)(9) only if this solicitation is expected to exceed the simplified acquisition threshold.

(8) Women-owned business concern (other than small business concern). [Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph (c)(1) of this provision.]

The offeror represents that it [ ] is a women-owned business concern.

(9) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business offerors may identify the labor surplus areas in which costs to be incurred on account of manufacturing or production (by offeror or first-tier subcontractors) amount to more than 50 percent of the contract price:

(10) [Complete only if the solicitation contains the clause at FAR 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns, or FAR 52.219-25, Small Disadvantaged Business Participation Program--

Disadvantaged Status and Reporting, and the offeror desires a benefit based on its disadvantaged status.]

(i) General. The offeror represents that either--

(A) It [ ] is, [ ] is not certified by the Small Business Administration as a small disadvantaged business concern and identified, on the date of this representation, as a certified small disadvantaged business concern in the CCR Dynamic

Small Business Search database maintained by the Small Business Administration, and that no material change in disadvantaged ownership and control has occurred since its certification, and, where the concern is owned by one or more individuals claiming disadvantaged status, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); or

(B) It [ ] has, [ ] has not submitted a completed application to the Small Business Administration or a Private

Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted.

(ii) [ ] Joint Ventures under the Price Evaluation Adjustment for Small Disadvantaged Business Concerns. The offeror represents, as part of its offer, that it is a joint venture that complies with the requirements in 13 CFR 124.1002(f) and that the representation in paragraph (c)(10)(i) of this provision is accurate for the small disadvantaged business concern that is participating in the joint venture. [The offeror shall enter the name of the small disadvantaged business concern that is participating in the joint venture: .]

(11) HUBZone small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, as part of its offer, that--

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of

Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the

Small Business Administration in accordance with 13 CFR Part 126; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (c)(11)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venture.