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10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page ii GS-35F-5920H SIN 132-51 Advanced Technology Solutions Inc.

TABLE OF CONTENTS

I INFORMATION FOR ORDERING OFFICES

II TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY PROFESSIONAL

SERVICES (SPECIAL ITEM NUMBER 132-51)

III LABOR RATES

IV BLANKET PURCHASE AGREEMENT FORMS

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 1 GS-35F-5920H

I INFORMATION FOR ORDERING OFFICES

Special Notice To Agencies: Small Business Participation.

SBA strongly supports the participation of small business concerns in the Federal Acquisition Service.

To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelist of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!TM on-line shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage!TM and the Federal Acquisition Service Home page (www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1. Geographic Scope of Contract:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC and U.S. territories. Domestic delivery also includes a port of consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U. S. Territories.

Offerors are requested to check one of the following boxes:

[ ] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[X] The Geographic Scope of contract will be domestic delivery only.

2. Contractor’s Ordering Address and Payment Information:

Ordering Address:

Advanced Technology Solutions Inc.

c/o Mark Gibson 10335 Democracy Lane #201 Fairfax, VA 22030

Payment Address:

Advanced Technology Solutions Inc.

10335 Democracy Lane #201 Fairfax, VA 22030

Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will be acceptable for payment above the micro-purchase threshold. In addition, bank information for wire transfer payments will be shown on the invoice.

The following telephone number(s) can be used by ordering agencies to obtain technical and/or ordering assistance.

Technical/Ordering Assistance:

Rhonda Strasburg Telephone: 703-218-2874 Facsimile: 703-218-2873

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 2 GS-35F-5920H

3. Liability for Injury or Damage The Contractor shall not be liable for any injury to ordering activity personnel or damage to activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor

4. Statistical Data for Government Ordering Office Completion of Standard Form 279

Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering Systems

(DUNS): 96-315-0172

Block 30: Type of Contractor – B Other Small

Business Block 31: Woman-Owned Small Business - Yes Block 36: Contractor’s Taxpayer Identification Number (TIN) – 54-1809652

4a. CAGE Code: 1DJX1

4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB Destination

6. Delivery Schedule

a. Time of Delivery. –

Special Item Number Delivery Time (DAYS ARO) 132-51 30 days

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering agencies are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt.

(Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. Discounts

a. Prompt Payment: ½% - 20 days from receipt of invoice or date of acceptance, whichever is later.

b. Quantity: None

c. Dollar Volume: None

d. Government Educational Institutions: Same as

Federal Government

e. Other: None

8. Trade Agreements Act of 1979, as amended:

Not applicable to services

9. Statement Concerning Availability of Export Packing

Not applicable to services

10. Small Requirement

The minimum dollar value of orders to be issued is $100.00

11. Maximum Order (All dollar amounts are exclusive of any discount for prompt payment.)

The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number SIN 132-51 – Information Technology (IT) Professional Services

12 Ordering Procedures for Federal Supply Schedule Contracts.

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 3 GS-35F-5920H placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. Federal Information Technology/ Telecommunication Standards Requirements

Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 Federal Information Processing

Standards Publications (FIPS PUBS)

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable “FIPS Publication.” Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 Federal Telecommunication

Standards (FED-STDS)

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable “FED-STD.” Federal Telecommunication Standards are issued by the U.S.

Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED- STDS should be obtained from the GSA Federal Acquisition Service, Specification Section, 470 East L’Efant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202) 619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number 301/975-2833.

14. Contractor Tasks/Special Requirements (C-FSS-370) (Nov 2003)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub. L.99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, 10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 4 GS-35F-5920H licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

15. Contract Administration for Ordering Activities

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (1) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4))

16. GSA Advantage!

GSA Advantage! is an online, interactive electronic information and ordering system that provides on-line access to vendors’ schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer’s Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! At www.gsaadvantage.gov.

17. Purchase of Open Market Items Note: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) – referred to as open market items -- to a Federal Supply

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 5 GS-35F-5920H

Schedule Blanket Purchase Agreement (BPA) or an individual task or delivery order, only if –

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. Contract Commitments, Warranties and Representations

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/ equipment /service/ software package submitted in response to requirements which result in orders under the schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19. Overseas Activities

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicate below:

None

Upon request of the contractor, the ordering activity may provide the contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the contractor’s technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract

20. Blanket Purchase Agreements (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. Contractor Team Arrangements

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract

22. Installation, Deinstallation, Reinstallation The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 6 GS-35F-5920H party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services.

For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis- Bacon Act apply.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8.

23. Section 508 Compliance If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following: www.atsi-it.com

The EIT standard can be found at:

www.Section508.gov/.

24. Prime Contractor Ordering From Federal Supply Schedules Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor);

and

(b) The following statement:

This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25. Insurance —Work on a Government Installation (Jan 1997)(FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained.

The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract.

The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. Software Interoperability

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 7 GS-35F-5920H

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.

Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. Advance Payments A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 8 GS-35F-5920H

II Terms and Conditions Applicable to Information Technology Professional Services (Special Item Number 132-51)

1. Scope

a. The prices, terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule.

b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity.

2. Performance Incentives

a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract in accordance with this clause

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. Order

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. Performance Of Services

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel.

Contractors cannot use GSA city pair contracts.

5. Stop-Work Order (FAR 52.242-15)

(AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

Page 9 GS-35F-5920H and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work.

The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. Inspection Of Services

The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and Labor-Hour (JAN 1986) (Deviation - May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract.

7. Responsibilities Of The Contractor

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227- 14 (Deviation – May 2003) Rights in Data – General, may apply.

8. Responsibilities Of The Ordering Activity

Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Services.

9. Independent Contractor

All IT Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

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Page 10 GS-35F-5920H

10. Organizational Conflicts Of Interest

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. Invoices

The Contractor, upon completion of the work ordered, shall submit invoices for IT services.

Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. Payments

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7 (Dec 2002), (Alternate II – Feb 2002)(Deviation – May 2003) applies to time-and-materials orders placed under this contract.

For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7 (Dec 2002), (Alternate II – Feb 2002) (Deviation – May 2003) applies to labor-hour orders placed under this contract. 52.216-31 (Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements – Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. Resumes

Resumes shall be provided to the GSA Contracting Officer or the user agency upon request.

14. Incidental Support Costs

Incidental support costs are available outside the scope of this contract. The costs will be negotiated

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Page 11 GS-35F-5920H separately with the ordering agency in accordance with the guidelines set forth in the FAR.

15. Approval Of Subcontracts

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. Statement Of Work (SOW) Requirement:

All work performed under this agreement shall be authorized through the issuance of a Statement of Work (SOW) and Delivery Order. Prior to issuance of a Delivery Order, the ordering activity may issue a Request for Proposal (RFP) or Request for Quote (RFQ) to ATSI. ATSI shall respond to each RFP/RFQ as appropriate. The order activity and ATSI shall then negotiate in good faith on a Delivery Order by Delivery Order basis, the type of order (time and materials [T&M] or fixed price and the specific SOW. The Delivery Order will address the price or price estimate and other direct costs, payment terms, as well as terms or conditions specific to that order. The SOW is an integral part of the Delivery Order and will specify the products and/or services to be delivered; the schedule and applicable milestones.

a. Mutual Agreement – Both parties agree in writing to the work that is to be performed and deliverables that may be required.

b. Scope of Work – States the parameters and what is to be accomplished.

c. Period of Performance – Specifies the time in which the services will be performed.

d. Deliverables – The end products that the ordering agency may require upon the completion or during the period of performance. Deliverables include, but are not limited to, reports, studies, and design documents, and will be specified in the Delivery Order. The delivery schedule will be subject to mutual agreement.

e. Acceptance Period – The agreed upon time frame in which services are evaluated as to conformance with the requirements.

f. Other Task Relevant Provisions – Will be determined by the ordering agency and ATSI subject to mutual agreement.

17. Billable Hours

ATSI timekeeping is based on a “total–time accounting” system. Employees record all hours worked and allocate these hours to their correct cost categories, whether direct or indirect. ATSI bills for all hours worked, including travel time when the employee is traveling in support of a contract (at the customer’s direction).

18. Other Direct Costs (ODCs)

In accordance with ATSI’s accounting practices, any item used in direct support of a contract may be charged as direct. Typically ODCs include, but are not limited to, long-distance telephone, reproduction, hardware, software, microcomputer usage, miscellaneous supplies (e.g. diskettes and pagers), and local and long-distance travel with the appropriate indirect burdens (not fee or profit).

Travel required in the performance of ADP services under this contract will be reimbursed by the ordering agency. Travel will be in accordance with the Federal Travel Regulation or Joint Travel Regulations, as applicable. Established Federal Government per diem rates will apply to Contractor travel. ATSI will provide a detailed description of all proposed ODCs, anticipated travel, and direct materials in response to each Delivery Order.

The labor category rates included in the pricelist will apply to the work performed within the geographical scope of this contract. However, we recognize that work may be required that may result in markedly different costs than are normally incurred, for example, work performed in overseas location (i.e., outside the 48 contiguous states). ATSI would expect

– in conjunction with the customer - to examine these costs and negotiate appropriate pricing arrangement on a case-by-case basis.

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

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19. Customer Facility Requirements

Should work be required at the Customer site, ATSI would expect to furnish only the appropriate staff members to complete the work. We would expect the customer to furnish all office space, equipment, and supplies at no cost to ATSI. This includes but is not limited to, telephones, faxes, copiers, personal computers, ordinary business software, and normal copying and reproduction services.

20. Rate Differentials

The rates included in our IT Federal Supply Services Pricelist represent fully loaded hourly labor rates for each skill classification for work performed at Government sites.

a. Work at Government Site – Should work be required at the Government site, ATSI will apply the Government site rates included in our price list. These rates assume that:

1. The Government provides all office space, supplies, and equipment; and

2. ATSI employees are 100 percent dedicated and billable to project for a period of performance period of not less than 90 days.

If the above conditions cannot be met, ATSI will be required to negotiate contractor site hourly rates which is currently not included in this pricelist.

b. Work at Contractor Site - Work performed at the Contractor's site within the geographical scope of the contract will be provided at rates to be negotiated.

c. Security Clearance Requirements – In the event that security requirements are necessary, the ordering activities may incorporate in their delivery orders a security clause in accordance with the current laws, regulations, and individual agency policy; however, the burden of administering the security requirements shall be with the ordering agency. If any costs are incurred as a result of the inclusion of security requirements, such costs will be negotiated with the ordering agency on an open market basis outside the scope of the contract.

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

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21. Labor Categories ATSI recognizes that successful performance depends on having the right skills and experience.

These skills and experience, in turn, are acquired through the proper mix of education and professional experience. More and more, we find that the skills needed to support advanced technology efforts, are not supported by a traditional education-work experience combination.

ATSI's approach to meet today's problems and tomorrow’s challenges is to incorporate the progressive attitude prevalent in today’s market. Therefore, ATSI proposes equivalencies between experience and advanced degrees that allow us to take full measure of an individual’s capabilities. The job descriptions defined in this section reflect this means of assessment. These job descriptions summarize our in-depth staff strength and demonstrate our ability to fully staff the needs of our target clients.

1. PRINCIPAL

Education: Master’s degree or Bachelor’s degree in related field.

General Experience: Must have a minimum of twelve (12) years experience in the management or performance of projects with complex scope and requirements.

Specialized Experience: At least eight (8) years of supervision of information technology design, development, integration, or maintenance projects, and/or management, development and implementation of emerging information technology systems. Must be capable of leading projects that involve the successful management of teams composed of systems analysts, advanced technology specialists and other information management professionals who have been involved in analysis, design, integration, testing, documenting, converting, and implementing information technology programs and/or emerging information technology systems. Must have proven skills that are specified in the delivery order to be managed.

Duties: Performs day-to-day management of overall contract support operations, possibly involving multiple projects and groups of personnel at multiple locations. Organizes, directs, and coordinates the planning and production of all contract support activities. Demonstrates writing and oral communications skills. Establishes and alters (as necessary) corporate management structure to direct effective contract support activities. Must be capable of negotiating and making binding decisions for the company.

2. ADVANCED TECHNOLOGY SPECIALIST, LEVEL I

Education: Master's degree in related field.

General Experience: Must have a minimum of ten (10) years of experience, including at least five (5) years of experience in the required area of expertise, as defined by a delivery order.

Specialized Experience: At least five (5) years of advanced technology experience in the required area of expertise which could include internet/intranets, computer based training, distance learning, database development and integration, modeling and simulation, software development and networking.

Duties: Develops requirements from a project’s inception to conclusion in the subject matter area, for complex systems. Leads computer systems analysts with analysis, evaluation and the preparation of recommendations for systems improvements, optimization, development, and or maintenance efforts for Distance Learning Solutions, Internets/Intranets, Networks, Decision Support Systems and Web Based technologies. Demonstrates proven skills in those technical areas addressed by the delivery order to be managed. Organizes, directs, and coordinates the planning and production of all activities associated with assigned delivery order projects.

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

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3. PROGRAM MANAGER

Education: Bachelor’s degree in related field.

General Experience: Must have a minimum of ten (10) years of management experience.

Specialized Experience: At least six (6) years of supervision of functional and technical experts within the information technology arena. Should possess experience with information technology programs and programs which require the assembly and direction of multi-disciplinary teams.

Duties: Performs day-to-day management of assigned delivery orders projects that involve teams of systems analysts and other information systems/management professionals who have previously been involved in analyzing, designing, integrating, testing, documenting, converting, extending, and implementing automated information and telecommunications systems. Demonstrates proven skills in those technical areas addressed by the delivery order to be managed. Organizes, directs, and coordinates the planning and production of all activities associated with assigned delivery order projects. Demonstrates writing and oral communications skills. Provides structure and ensures progression of working groups and teams by maintaining focus and avoiding unnecessary digression.

Works closely with group members to enhance team building, communication, interpersonal relations, meetings, and decision-making. Provides support for task teams involved in quality and process improvement projects.

4. ADVANCED TECHNOLOGY SPECIALIST, LEVEL II

Education: Bachelor’s degree in related field.

General Experience: Must have a minimum of eight (8) years of experience, including at least three (3) years of experience in the required area of expertise, as defined by a delivery order.

Specialized Experience: At least three (3) years of advanced technology experience in the required area of expertise which could include internet/intranets, computer based training, distance learning, database development and integration, modeling and simulation, software development and networking.

Duties: Assists in development of requirements from a project’s inception to conclusion in the subject matter area, for moderately complex systems. Assists computer systems analysts with analysis, evaluation and the preparation of recommendations for systems improvements, optimization, development, and or maintenance efforts for Distance Learning Solutions, Internets/Intranets, Networks, Decision Support Systems and Web Based technologies.

Demonstrates proven skills in those technical areas addressed by the delivery order.

5. ADVANCED TECHNOLOGY SPECIALIST, LEVEL III

Education: Bachelor’s degree in related field.

General Experience: Must have a minimum of seven (7) years of experience, including at least two (2) years of experience in the required area of expertise, as defined by a delivery order.

Specialized Experience: At least two (2) years of advanced technology experience in the required area of expertise which could include internet/intranets, computer based training, distance learning, database development and integration, modeling and simulation, software development and networking.

Duties: Assists in development of requirements from a project’s inception to conclusion in the subject matter area, for simple to moderately complex systems. Assists computer systems analysts with analysis, evaluation and the preparation of recommendations for systems improvements, optimization, development, and or maintenance efforts for Distance Learning Solutions, Internets/Intranets, Networks, Decision Support Systems and Web Based technologies. Demonstrates proven skills in those technical areas addressed by the delivery order.

10335 Democracy Lane, Suite 201 • Fairfax, VA 22030 703-218-ATSI (2874) fax 703-218-2873 • www.atsi-it.com

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6. COMPUTER PROGRAMMER

Education: Bachelor’s degree or five (5) years of equivalent experience in a related field.

General Experience: Must have a minimum of five (5) years of computer experience in at least two of the following disciplines: systems programming, application programming, or equipment analysis.

Specialized Experience: At least three (3) years of experience performing software design, development, coding, integration, testing or Independent Validation and Verification. Must have a minimum of two (2) years of computer experience using Internet/intranet products.

Duties: Analyzes functional business requirements and design specifications for functional areas such as management, education, training, and business operations. Develops block diagrams and logic flowcharts.

Translates detailed design into computer software. Tests, debugs, and refines the computer software to produce the required product. Prepares required documentation, including both program-level and user-level documentation.

Enhances software to reduce operating time or improve efficiency. Provides technical direction to programmers as required to ensure program deadlines are met. Must be able to translate applications requirements into the design of complex websites including the integration of web pages and applications to serve either as standalone sites or as the front end to web based applications. Must be able to apply new and emerging technologies to the site development process.

7. SENIOR COMPUTER SYSTEMS ANALYST

Education: Bachelor’s degree or six (6) years of equivalent experience in a related field.

General Experience: Must have a minimum of four (4) years of computer experience working independently on complex application problems involving all phases of systems analysis and design.

Specialized Experience: At least five (4) years of experience in analysis, use or design of applications for complex applications including: internet/intranet, computer based training, distance learning, database management systems, and electronic commerce. Knowledge of current analysis methodologies, demonstrated ability to formulate specifications, and experience performing analysis on moderate to complex systems.

Duties: Performs data collection and analysis for business and technical requirements of clients. Provides technical and administrative direction for personnel performing software development tasks, including the review of work products for correctness, adherence to the design concept and to user standards and for progress in accordance with schedules. Prepares milestone status reports and deliveries/ presentations on the system concept to colleagues, subordinates, and end user representatives.