Academy Leadership Training RFQ.doc

NOTICE FOR FILING AGENCY PROTESTS

It is the policy of the Coast Guard to issue solicitations and make contract awards in a fair and timely manner. The Ombudsman Program for Agency Protests (OPAP) was established to investigate agency protest issues and resolve them without expensive and time-consuming litigation. OPAP is an independent reviewing authority that is empowered to grant a prevailing protester essentially the same relief as the General Accounting Office (GAO).

Interested parties are encouraged to seek resolution of their concerns within the Coast Guard as an Alternative Dispute Resolution (ADR) forum, rather than filing a protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file a formal agency protest with the contracting officer or Ombudsman.

Informal forum with the Ombudsman. Interested parties who believe that a Coast Guard procurement is unfair or otherwise defective should first direct their concerns to the cognizant contracting officer. If the contracting officer is unable to satisfy the concerns, the interested party is encouraged to contact the Coast Guard Ombudsman for Agency Protests. Under this informal process, the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, contracting officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the contracting officer through open and frank discussions. If the protester’s concerns are unresolved, an independent review is available by the Ombudsman. The protester may file a formal agency protest to either the contracting officer or as an alternative to that, the Ombudsman under the OPAP program. Contract award or performance will be suspended during the protest period unless contract award or performance is justified, in writing, for urgent and compelling reasons or is determined in writing to be in the best interest of the Government. The agency’s goal is to resolve protests in less than 35 calendar days from the date of filing. Protests shall include the information set forth at FAR 33.103(d)(2). If the protester fails to submit the required information, resolution of the protest may be delayed or the protest may be dismissed. This will not preclude re-filing of the protest to meet the requirement. To be timely, protests must be filed within the period specified in FAR 33.103(e). Formal protests filed under the OPAP program should be forwarded to the address below:

Commandant (CG-9131) U.S. Coast Guard Headquarters

Procurement Planning & Oversight Division

1900 Half St. SW, JR11-0203

Washington, DC 20593 Telephone: (202) 372-3692

Fax: (202) 475-3904

SUBMISSION OF QUESTIONS

HSCG84-09-Q-AAS155

Instructor Qualification Course in Leadership and Leadership Course Material

As stated in the Pre-Solicitation Notice, any questions pertaining to the solicitation must be received electronically by the POC listed in this document within the first fifteen (15) days after solicitation is made available. Questions shall be received prior to close of business

7 April 2009. The email address for submission of questions is wendy.j.culbreth@uscg.mil.

FORMAT FOR SUBMISSION OF QUESTIONS

Solicitation Page: _________

Solicitation Clause Number: ________

Paragraph Number: ________

Question: ______________________________________________________________________

Submitted By:

Company Name:

Date:

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

HSCG84-09-Q-AAS155

6. SOLICITATION

ISSUE DATE

23 MARCH 2009

WENDY J. CULBRETH

b. TELEPHONE NUMBER (no collect calls)

757-628-4928

8. OFFER DUE DATE/ LOCAL TIME

21 APRIL 2009 4:30 pm EST

9. ISSUED BY CODE 75174

Commander (fcp-3)

Maintenance and Logistics Command Atlantic

300 E Main Street, Suite 965 Norfolk, VA 23510-9113 wendy.j.culbreth@uscg.mil

10. THIS ACQUISITION IS

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UNRESTRICTED OR

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SET ASIDE 100% FOR:

SMALL BUSINESS

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EMERGING SMALL

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HUBZONE SMALL

BUSINESS

BUSINESS

SERVICE DISABLED VETERAN-

8(A)

OWNED SMALL BUSINESS

NAICS: 611430

SIZE STANDARD 7.0 Mil

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT

TERMS

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13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 13b. RATING

14. METHOD OF SOLICITATION

RFQ FORMCHECKBOX

IFB FORMCHECKBOX

RFP

15. DELIVER TO CODE

SEE ADDENDUM ON PAGE 3 OF 39

16. ADMINISTERED BY CODE

SEE ADDENDUM ON PAGE 3 OF 39

17a. CONTRACTOR/ CAGE CODE FACILITY

OFFEROR CODE

DUNS No. TIN No.

TELEPHONE NO:

FAX NO:

18a. PAYMENT WILL BE MADE BY CODE USCG Finance Center

1430A Kristina Way

Chesapeake, VA 23326

SEE ADDENDUM ON PAGE 3 OF 39

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED FORMCHECKBOX

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

INSTRUCTOR QUALIFICATION COURSE IN LEADERSHIP AND LEADERSHIP COURSE MATERIAL

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (FOR GOVT USE ONLY)

FORMCHECKBOX

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 5.212-3 & 52.212-5 ARE ATTACHED. ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT ATTACHED.

FORMCHECKBOX

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, FAR 42.212-5 IS ATTACHED. ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT ATTACHED.

FORMCHECKBOX

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN Three (3) COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

FORMCHECKBOX

29. AWARD OF CONTRACT: REFERENCE

OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SINGATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER

31c. DATE SIGNED

Authorized for Local Reproduction

Standard Form 1449 (Rev. 3/2005)

Previous Editions Not Usable

Prescribed by GSA – FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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RECEIVED

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INSPECTED

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

36. PAYMENT

FORMCHECKBOX

COMPLETE

FORMCHECKBOX

PARTIAL

FORMCHECKBOX

FINAL

37. CHECK NUMBER

FORMCHECKBOX

PARTIAL FORMCHECKBOX

FINAL

38. S/R ACCOUNT NUMBER

39. S/R VOUCHER NUMBER

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

42 a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL CONTAINERS

Authorized for Local Reproduction

Standard Form 1449 (Rev. 3/2005) Previous Editions Not Usable

Prescribed by GSA – FAR (48 CFR) 53.212

CONTINUATION OF STANDARD FORM 1449

Continuation to BLOCK 15. OF SF 1449:

PLACE OF PERFORMANCE:

The contractor will provide Instructor Qualification Course training at the Leadership Development Center, United States Coast Guard Academy, 37 Mohegan Avenue, New London, CT 06320.

Continuation to BLOCK 16. OF SF 1449:

CONTRACT MANAGEMENT

Notwithstanding the Contractor’s responsibility for total management during the performance of the contract, the administration of the contract will require maximum coordination between the Government and the contractor. The individuals listed below will be the Government points of contact during the performance period as follows:

(i) Contract Administration – the Telecommunications and Medical Contracting Section (fcp-3), U.S. Coast Guard, Maintenance and Logistics Command Atlantic, 300 East Main Street, Suite 965, Norfolk, VA 23510-9113 will effect all contract administration. Communications pertaining to contractual administrative matters will be addressed to the Contracting Officer (CO) listed below. No changes in or deviation from the scope or work shall be effected without written modification to the contract executed by the Contracting Officer:

Contracting Officer: Wanda T. Cortesini

Telephone No: (757) 628-4125

(ii) Contract Administrator – Serves as the point of contact between the contractor and the contracting officer, however does not have a warrant that provides the authority to contractually commit the Government:

Contract Administrator: Wendy Culbreth

Telephone No. (757) 628-4824

Continuation to BLOCK 18a. OF SF 1449:

INVOICING:

(a) The Contractor shall forward the ORIGINAL invoice to the following Designated Billing Office as follows: Commander (fcp-3), U.S. Coast Guard, Maintenance and Logistics Command Atlantic, 300 East Main Street, Suite 965, Attn: Wendy Culbreth, Norfolk, VA 23510-9113

(b) At the same time, the original invoice is forwarded to (a) above, a copy of the invoice shall be forwarded to the Contracting Officer’s Technical Representative for verification of receipt of services at: Leadership Development Center, United States Coast Guard Academy, 37 Mohegan Avenue, Attn: Ms. Juli Petruzzelli, New London, CT 06320

CONTINUATION TO BLOCKS 19 THROUGH 24

SCHEDULE OF SUPPLIES OR SERVICES:

The Contractor shall provide all labor, supervision, transportation, training aids and training materials for an innovative Instructor Qualification Course (IQC) in leadership and leadership course training materials. Instructors certified through attendance at the IQC will be certified to teach leadership courses at the Leadership Development Center (LDC) at the U.S. Coast Guard Academy and be authorized to use the copyrighted materials of the company presenting the IQC while training LDC students in accordance with Attachment I/Statement of Work.

Contract will be awarded on or about 1 July 2009. Awarded Contractor will have from the date of award until 20 August 2009 to establish and have approved by the U.S. Coast Guard Academy the IQC in Leadership Training Course, Instructor Visual Aids, Student Workbooks, Reference Aids, Coast Guard Leadership Books, and Self Assessment Booklet. Contractor will teach the IQC in Leadership Course and certify approximately 24 Leadership Development Center staff members in a class starting 13 October 2009. Instructor Visual Aids and Workbooks will be distributed during this class. Initial Order of Reference Aids, Coast Guard Leadership Books, and Self Assessment Booklets will be placed by the Academy on or about 1 September 2009 with delivery NLT 23 September 2009 to the USCG Academy.

This contract is an Indefinite Delivery/Indefinite Quantity (IDIQ) type contract with firm fixed pricing for a base period with 4 one-year options. Firm Fixed Priced Orders placed under this contract shall be priced within the ordering period that they are placed.

Travel costs shall be negotiated on individual task orders. Costs for transportation, lodging, meals and incidental expenses incurred by the contractor’s personnel on official company business are allowable subject to the limitation contained in the Federal Travel Regulations.

LOT I - BASE YEAR (1 JULY 2009 THROUGH 30 JUNE 2010)

TOTAL LOT I - ESTIMATED AMOUNT

LOT II - OPTION YEAR 1 (1 JULY 2010 THROUGH 30 JUNE 2011)

Required for

Option Years

TOTAL LOT II - ESTIMATED AMOUNT

LOT III - OPTION YEAR 2 (1 JULY 2011 THROUGH 30 JUNE 2012)

Required for

Option Years

TOTAL LOT III - ESTIMATED AMOUNT

LOT IV - OPTION YEAR 3 (1 JULY 2012 THROUGH 30 JUNE 2013)

Required for

Option Years

TOTAL LOT IV - ESTIMATED AMOUNT

LOT V - OPTION YEAR 4 (1 JULY 2013 THROUGH 30 JUNE 2014)

Required for

Option Years

TOTAL LOT V - ESTIMATED AMOUNT

CONTINUATION TO BLOCK 20 OF SF 1449.

AMOUNT OF SERVICE: The contractor will be required to provide leadership training services and training materials in accordance with the Statement of Work. As referred to in paragraph (b) of FAR Clause 52.216-21 "Requirements" of this contract, the contract minimum quantity is a total of $15,000.00 worth or orders at the contract unit price(s) for the base year only. The contract maximum quantity is the NTE Ceiling price of the contract.

FAR 52.212-4, Contract Terms and Conditions – Commercial Items (OCT 2008) is incorporated by reference into this contract on the SF 1449. Addendum to 52.212-4 is as follows:

FAR 52.212-4(a), Inspection/Acceptance is modified to add the following:

Inspection under this contract will be accomplished by the Contracting Officer’s Technical Representative (COTR) in accordance with the SOW.

The place of acceptance on the Government’s behalf for services or supplies furnished under this contract is as follows: Contracting Officer (fcp-3), Maintenance and Logistics Command Atlantic, 300 East Main Street, Suite 965, Norfolk, VA 23510-9113.

HSAR 3052.242-72 Contracting Officer's Technical Representative (Dec 2003)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical Representative (COTR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the contract.

(b) The Contracting Officer cannot authorize the COTR or any other representative to sign documents, such as contracts, contract modifications, etc., that require the signature of the Contracting Officer.

FAR 52.212-4 is modified to add the following new subparagraphs

FAR 52.212-4 (u) Options.

FAR 52.217-8 - Option to Extend Services (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor by the first day of the new option year.

FAR 52.217-9 -- Option to Extend the Term of the Contract. (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to the contract expiration, subject to the availability of funds, if funds are not yet available; provided, that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

FAR 52.212-4 (v) Contract Approval.

FAR 52.204-1 Approval of Contract (Dec 1989) This Contract is subject to the approval of the Chief, Procurement Branch, Maintenance and Logistics Command Atlantic, and shall not be binding until so approved.

FAR 52.212-4 (w), Insurance.

HSAR 3052.228-70 Insurance.

(Deviation)

(Dec 2003) In accordance with the clause entitled “Insurance - Work on a Government Installation" [or Insurance - Liability to Third Persons], insurance of the following kinds and minimum amounts shall be provided and maintained during the period of performance of this contract:

(a) Worker's compensation and employer's liability. The contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-2(a); and shall comply with applicable Federal and State Worker’s compensation and Occupational disease statues.

(b) General liability. The contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-2(b); and, shall provide bodily injury liability insurance coverage written on the comprehensive from policy of at least $500,000.00 per occurrence shall be required. Property damage liability insurance of at least $100,000.00 shall be required only in special circumstances as determined by the agency.

(c) Automobile liability. The contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-2(c). This insurance shall be required on the comprehensive form of policy, and shall provide bodily liability and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies shall provide coverage of at least $200,000.00 per person and $500,000.00 per occurrence for bodily injury and $20,000.00 per occurrence for property damage.

It is acceptable to submit a letter from the Insurance Company stating a Certificate of Insurance will be provided upon contract award. A letter from the Contractor will not be acceptable.

NOTE: The insurance policy shall contain the following endorsement: “Any cancellation or material change in the coverage adversely affecting the Government’s interest shall not be effective unless the insurer or the contractor gives 30 days written notice of cancellation or change to the Contracting Officer”.

(End of Clause)

FAR 52.212-4 (x), Accident Reporting and Fire Reporting.

HSAR 3052.223-90 Accident and Fire Reporting

(Dec 2003)

(a) The Contractor shall report to the Contracting Officer any accident or fire occurring at the site of the work that causes:

(1) A fatality or the loss as much as of at least one lost workday on the part of any employee of the Contractor or subcontractor at any tier;

(2) Damage of $1,000 or more to Federal real or personal property; either real or personal;

(3) Damage of $1,000 or more to Contractor or subcontractor owned or leased motor vehicles or mobile equipment; or

(4) Damage for which a contract time extension may be requested.

(b) Accident and fire reports required by paragraph (a) above shall be accomplished by the following means:

(1) Accidents or fires resulting in a death, hospitalization of five or more persons, or destruction of Federal real or personal property, the total value of which is estimated at $100,000 or more, shall be reported immediately by telephone to the Contracting Officer or his/her authorized representative and shall be confirmed by telegram, facsimile or e - mail transmission within 24 hours to the Contracting Officer. Such telegram or facsimile transmission shall state all known facts as to extent of injury and damage and as to cause of the accident or fire.

(2) Other accident and fire reports required by paragraph (a) above may be reported by the Contractor using a state, private insurance carrier, or Contractor accident report form which provides for the statement of:

(i) The extent of injury; and

(ii) The damage and cause of the accident or fire.

Such report shall be mailed or otherwise delivered to the Contracting Officer within 48 hours of the occurrence of the accident or fire.

(c) The Contractor shall assure compliance by subcontractors at all tiers with the requirements of this clause.

(End of clause)

FAR 52.212-4 (y), Key Personnel.

HSAR 3052.215-70 KEY PERSONNEL OR FACILITIES

(Dec 2003)

(a) The personnel or facilities specified below are considered essential to the work being performed under this contract and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel or facilities, as appropriate.

(b) Before removing or replacing any of the specified individuals or facilities, the Contractor shall notify the Contracting Officer, in writing, before the change becomes effective. The Contractor shall submit sufficient information to support the proposed action and to enable to the Contracting Officer to evaluate the potential impact of the change on this contract. The Contractor shall not remove or replace personnel or facilities until the Contracting Officer approves the change.

The Key Personnel and/or Facilities under this Contract: Training Instructors

FAR 52.212-4 (z), Incorporated HSAR Clause:

HSAR 3052.209-70 Prohibition on contracts with corporate expatriates (Jun 2006)

(a) Prohibitions.

Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this clause, or with any subsidiary of such an entity. The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of national security.

(b) Definitions. As used in this clause:

Expanded Afiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting `more than 50 percent' for `at least 80 percent' each place it appears.

Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—

(1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held—

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership; and

(3) The expanded affiliated group which after the acquisition includes the entity does not have substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group.

Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and (5) of section 7701(a) of the Internal Revenue Code of 1986, respectively.

(c) Special rules. The following definitions and special rules shall apply when determining whether a foreign incorporated entity should be treated as an inverted domestic corporation.

(1) Certain Stock Disregarded. For the purpose of treating a foreign incorporated entity as an inverted domestic corporation these shall not be taken into account in determining ownership:

(i) Stock held by members of the expanded affiliated group which includes the foreign incorporated entity; or

(ii) stock of such entity which is sold in a public offering related to the acquisition described in subsection (b)(1) of Section 835 of the Homeland Security Act, 6 U.S.C. 395(b)(1).

(2) Plan Deemed In Certain Cases. If a foreign incorporated entity acquires directly or indirectly substantially all of the properties of a domestic corporation or partnership during the 4-year period beginning on the date which is 2 years before the ownership requirements of subsection (b)(2) are met, such actions shall be treated as pursuant to a plan.

(3) Certain Transfers Disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be disregarded if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section.

(d) Special Rule for Related Partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C. 395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

(e) Treatment of Certain Rights.

(1) Certain rights shall be treated as stocks to the extent necessary to reflect the present value of all equitable interests incident to the transaction, as follows:

(i) warrants;

(ii) options;

(iii) contracts to acquire stock;

(iv) convertible debt instruments; and

(v) others similar interests.

(2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to reflect the present value of the transaction or to disregard transactions whose recognition would defeat the purpose of Section 835.

(f) Disclosure. The offeror under this solicitation represents that [Check one]: __ it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73;

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it has submitted a request for waiver pursuant to 3009.104-74, which has not been denied; or

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it plans to submit a request for waiver pursuant to 3009.104-74.

(g) A copy of the approved waiver, if a waiver has already been granted, or the waiver request, if a waiver has been applied for, shall be attached to the bid or proposal.

(End of clause)

FAR 52.212-4 (aa), Clauses Incorporated By Reference:

FAR 52.252-2 Clauses Incorporated by Reference

(Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of the clause may be accessed electronically at this address http://arnet.gov/far/ 52.204-6 Data Universal Numbering System (DUNS) Number

(Apr 2008)

52.204-7 Central Contractor Registration

(Jul 2008)

52.216-18 Ordering

(Oct 1995)

***********FILL IN:

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through the expiration date of the contract, including any option period exercised within the terms of the contract.

52.216-19 Order Limitations

Oct 1995

************FILL IN:

(a) $100.00

(b) (1) $20,000.00 (2) $100,000.00 (3) 10 days

(c) No Fill In.

(d) 7 days

52.216-22 Indefinite Quantity

Oct 1995

(d) 30 days

52.232-19 Availability of Funds for the Next Fiscal Year

Apr 1984 30 September 2009 52.237-2 Protection of Government Buildings, Equipment

Apr 1984

And Vegetation

52.245-1 Government Property

Jun 2007

52.245-9 Use and Charges

Jun 2007

FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (Feb 2009)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer shall check as appropriate.] XX_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999)(15 U.S.C. 657a).

___ (4) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jul 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (5) [Reserved]

XX_ (6) (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-6.

___ (iii) Alternate II (Mar 2004) of 52.219-6.

___ (7) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003)(15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

XX_ (8) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

___ (9) (i) 52.219-9, Small Business Subcontracting Plan (Apr 2008)(15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

XX_ (10) 52.219-14, Limitations on Subcontracting (Dec 1996)(15 U.S.C. 637(a)(14)).

___ (11) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999)(15 U.S.C. 637(d)(4)(F)(i)).

___ (12) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008)(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (13) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (14) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (15) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

XX_ (16) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C. 632(a)(2)).

XX_ (17) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

XX_ (18) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

XX_ (19) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

XX_ (20) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

XX_ (21) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

XX_ (22) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793).

XX_ (23) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

XX_ (24) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

___ (25) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (26) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008)(42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (27) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (28) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

XX_ (29) 52.225-1, Buy American Act--Supplies (Feb 2009)(41 U.S.C. 10a-10d).

___ (30) (i) 52.225-3, Buy American Act –Free Trade Agreements – Israeli Trade Act (Feb 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286, and 109-169).

___ (ii) Alternate I (Jan 2004) of 52.225-3.

___ (iii) Alternate II (Jan 2004) of 52.225-3.

___ (31) 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

XX_ (32) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (33) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (34) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (35) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___ (36) 52.232.30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

XX_ (37) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct. 2003)(31 U.S.C. 3332).

___ (38) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999)(31 U.S.C. 3332).

___ (39) 52.232-36, Payment by Third Party (May 1999)(31 U.S.C. 3332).

___ (40) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a).

___ (41) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)(46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007)(41 U.S.C. 351, et seq.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Nov 2006)(29 U.S.C.206 and 41 U.S.C. 351, et seq.).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Feb 2002)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

___ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008)(31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (e)(1) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (May 2004)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

(iv) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

(v) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998)(29 U.S.C. 793).

(vi) 52.222-39, Notification of Employee rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(vii) 52.222-41, Service Contract Act of 1965, (Nov 2007), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)

(viii) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(ix) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(x) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)

(xi) 52.222-54, Employment Eligibility Verification (Jan 2009).

(xii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

ATTACHMENTS

NUMBER TITLE NUMBER OF

_______________________________________________________PAGES

I

Statement of Work for 7

Instructor Qualification

Course (IQC) and Leadership

Training Materials (LDC)

03/14/2009

II

Past Performance Questionnaire 4

FAR 52.212-1 Instructions to Offerors -- Commercial Items (Jun 2008) – Addendum attached.

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits a quote in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of quotes. Submit signed and dated quotes to the office specified in this solicitation at or before the exact time specified in this solicitation. Quotes must be submitted on the SF 1449 and include all documentation and a videotape presentation as requested in this solicitation.

FORMAT FOR SUBMISSION OF QUOTES (addendum to 52.212-1(b): Contractors shall submit 3 complete copies of the proposal to the issuing office. In addition to submitting completely executed copies of this solicitation, offerors must submit a separate technical proposal, as follows:

I. TECHNICAL (FACTOR 1): Include all required information, EXCLUDING any reference to cost or price. Each technical proposal must be clearly specific, detailed and complete to clearly and fully demonstrate to the government that the offeror has a thorough knowledge and understanding of the technical requirements of the Statement of Work. Offerors that do not present sufficient information to permit complete technical evaluation by the government may be determined technically unacceptable.

The proposal shall concisely describe the offeror’s response to the requirements of the solicitation. Elaborate artwork, expensive paper or bindings, and expensive visual or other aids are unnecessary. Additionally, the use of general or vague statements such as “standard procedures will be used” or “good business practices will be employed” are not acceptable.

The Contractor shall submit 3 copies of the technical proposal. The technical proposal shall be divided into the following sections, in the order listed and shall include the information specified below:

A. Technical Understanding of Requirement. The discussion of the technical understanding of the requirement should demonstrate a thorough understanding of the requirements of the Statement of Work, specifically paragraph 2.

B. Teaching Methods. The discussion of the teaching methods should describe the various methods that will be utilized to train potential instructors enrolled in the Instructor Qualification Course. The discussion should fully explain the different leadership styles, methods, skills, etc. to be utilized in a clear and concise manner.

C. Certification: Demonstrate that the LDC instructors who attend the IQC will be certified to teach this course and be authorized to use the copyrighted materials of the company presenting the training.

D. Course Content: Demonstrate that the instructor material will satisfactorily meet training objectives and methods through submission of an example of the student workbook to be used in accordance with Paragraph 4.(3) of the Statement of Work.

E. Video Presentation: For each proposed instructor (a minimum of two (2) and a maximum of (4) for evaluation purposes), provide a 30-minute VHS videotape showing a sample presentation of the instructor, the training methods that will be utilized and course content that will be covered in accordance with the Statement of Work. All video presentations may be contained on the same videotape. Other than insuring the audio portion of the videotape presentation is clear, the contractor is not expected to expend any extraordinary effort in developing this video presentation. A fixed camera presentation is adequate.

II. MANAGEMENT RESOURCES/CERTIFICATION (FACTOR 2): This discussion should include a comprehensive presentation and analysis of the resources required in order to perform the contract. The proposal should explain how resources would be deployed to meet the time constraints specified. This should include key personnel. The instructors are considered Key Personnel for successful contractor performance under the resultant contract. This factor is broken down further as follows:

A. RESUMES: The contractor should submit resumes for each proposed instructor describing the following: degrees earned, career history, professional training courses attended in the past three years; professional organization affiliations and previous work references including name of organization, number of years of leadership training experience, address, point of contact and contract number (if applicable). If the firm does not currently employ the proposed instructors, a signed letter of commitment shall be submitted with the resume.