FinalSolicitation.doc

Supplies or Services and Prices/Costs

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

SOLICITATION

9.

Sealed offers in original and 5 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 12:00 PM (hour) local time Jul 18, 2005 (date).

CAUTION – LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

11. TABLE OF CONTENTS

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12.

In compliance with the above, the undersigned agrees, if this offer is accepted within _______________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the data for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13.

Discount for Prompt Payment

(See Section I, Clause No. 52.232-8)

14.

Acknowledgment of Amendments

The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated.

15A.

Name

Code

Facility

16.

Name and Title of Person Authorized to Sign Offer (Type or print) and

Address of

Offeror

15B.

Telephone No. (Include area code)

AWARD (To be completed by Government)

Submit Invoices to Address Shown in Item

10 U.S.C. 2304 (c)( )

41 U.S.C. 253 (c)( )

(4 copies unless otherwise specified)

IMPORTANT – Award will be made on this form, or on Standard Form 26, or by other authorized official written notice.

NSN 7540-01-152-8064

PREVIOUS EDITION NOT USABLE

Prescribed by GSA – FAR (48 CFR) 52.214 (c)

Base Period:

September 1, 2005 through August 31, 2006

NTE

NTE

Option Period I/Award Term I:

September 1, 2006 through August 31, 2007

NTE

NTE

Option Period II/Award Term II:

September 1, 2007 through August 31, 2008

NTE

NTE

Option Period III/Award Term III:

September 1, 2008 through August 31, 2009

NTE

NTE

Option Period IV/Award Term IV:

September 1, 2009 through August 31, 2010

NTE

NTE

9SECTION B -

B.1 OTHER DIRECT COSTS .

B.2 CONTRACT TYPE

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF OBJECTIVES

SECTION D - PACKAGING AND MARKING

D.1 1352.247-70 PACKING FOR DOMESTIC SHIPMENT (MARCH 2000)

D.2 1352.247-71 PACKING FOR OVERSEAS SHIPMENT (MARCH 2000)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

E.2 1352.246-70 INSPECTION AND ACCEPTANCE (MARCH 2000)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 52.242-15 STOP-WORK ORDER (AUG 1989)

F.2 PERIOD OF PERFORMANCE

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 1352.201-71 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (MARCH

G.2 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (MARCH 2000)

G.3 INVOICE INSTRUCTIONS

G.4 1352.216-76 PLACEMENT OF ORDERS (MARCH 2000)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 1352.237-73 KEY PERSONNEL (MARCH 2000)

H.2 ORDERING PROCEDURES

H.3 1352.208-70 PRINTING (MARCH 2000)

H.4 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MARCH 2000)

H.5 1352.209-73 COMPLIANCE WITH THE LAWS (MARCH 2000)

H.6 1352.228-70 INSURANCE COVERAGE (MARCH 2000)

H.7 1352.228-71 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE (MARCH 2000)

H.8 1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE (MARCH 2000)

H.9 1352.231-70 DUPLICATION OF EFFORT (MARCH 2000)

H.10 1352.233-70 HARMLESS FROM LIABILITY (MARCH 2000)

SECTION I - CONTRACT CLAUSES

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.2 52.202-1 DEFINITIONS (JUL 2004)

I.3 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

I.4 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995)

I.5 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)

I.6 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) I.7 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) I.8 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2003)

I.9 52.204-2 SECURITY REQUIREMENTS (AUG 1996)

I.10 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (Jan 2005)

I.11 52.215-2 AUDIT AND RECORDS--NEGOTIATION (JUNE 1999)

I.12 52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

I.13 52.215-14 INTEGRITY OF UNIT PRICES (OCT 1997)

I.14 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.15 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.16 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.17 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (Jan 2002)

I.18 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

I.19 52.222-3 CONVICT LABOR (JUNE 2003)

I.20 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAR 2005)

I.21 52.228-4 WORKERS' COMPENSATION AND WAR-HAZARD INSURANCE OVERSEAS (APR 1984)

I.22 52.228-5 INSURANCE--WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

I.23 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (MAR 1996)

I.24 52.228-8 LIABILITY AND INSURANCE--LEASED MOTOR VEHICLES (MAY 1999)

I.25 52.228-9 CARGO INSURANCE (MAY 1999)

I.26 52.228-10 VEHICULAR AND GENERAL PUBLIC LIABILITY INSURANCE (APR 1984)

I.27 52.232-1 PAYMENTS (APR 1984)

I.28 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL CONTRACTOR REGISTRATION (OCT 2003)

I.29 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.30 52.233-3 I PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I (JUN 1985)

I.31 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

I.32 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

I.33 52.243-1 II CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE II (APR 1984)

I.34 52.247-28 CONTRACTOR'S INVOICES (APR 1984)

I.35 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (MAY 2004)

I.36 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

I.37 52.249-14 EXCUSABLE DELAYS (APR 1984)

I.38 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.39 52.204-7 CENTRAL CONTRACTOR REGISTRATION (OCT 2003)

I.40 52.216-18 ORDERING (OCT 1995)

I.41 52.216-19 ORDER LIMITATIONS (OCT 1995)

I.42 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (Dec 2002) I.43 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (Dec 2004) I.44 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS………………………………………………………………………..27

SECTION J - LIST OF ATTACHMENTS

J.1 LIST OF ATTACHMENTS

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2005)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 QUESTIONS AND RESPONSES

L.2 SUBCONTRACTING PLAN

L.3 INCURRING COSTS

L.4 52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995)

L.5 INSTRUCTIONS TO OFFERORS

L.6 52.233-2 SERVICE OF PROTEST (AUG 1996)

.33

L.7 1352.233-71 SERVICE OF PROTESTS (MARCH 2000)

SECTION M - EVALUATION FACTORS FOR AWARD

M.1 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

M.2 EVALUATION FACTORS

M.3 BEST VALUE ANALYSIS

M.4 CONTRACT AWARD

M.5 1352.215-74 EVALUATION QUANTITIES--INDEFINITE QUANTITY CONTRACT (MARCH 2000) ……………………………35

TC "SECTION B - " \f C \l "1"

TC "B.1 OTHER DIRECT COSTS H:\KFleming\Logistics Other Direct Costs.doc" \f C \l "2"

B.1 OTHER DIRECT COSTS

All other direct costs associated with this contract shall be authorized by the Contracting Officer (CO). Other direct costs (ODCs) include all direct costs of a task order that are not attributable to the labor categories and priced line items provided in Section B. Other direct costs shall be reimbursed on a time and materials basis, per FAR 52.232-7 (see Section I), unless otherwise negotiated prior to issuance of a task order. Any travel costs associated with this contract, if applicable, shall be in accordance with the Federal Travel Regulations.

Offerors must show proof that three (3) price quotes were received for all ODCs in order for the costs to be approved by the Contracting Officer and reimbursed.

B.2 CONTRACT TYPE

This is a fixed price Indefinite-Delivery Indefinite-Quantity contract. It consists of a base period from September 1, 2005 to August 31, 2006, two (2) one-year option periods and (2) one-year award term periods.

The contractor shall perform in accordance with the contract terms and conditions and the terms and conditions of any resulting Task Orders awarded under this contract.

Task Orders will be fixed price with not-to-exceed line items for travel and other direct costs. The contractor shall not exceed these amounts without written consent of the Contracting Officer.

TC "SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT" \f C \l "1"

TC "C.1 STATEMENT OF OBJECTIVES H:\KFleming\Logistics Statement of Objectives.doc" \f C \l "2"

C.1 STATEMENT OF OBJECTIVES

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities, except as otherwise specified, to perform the following Statement of Objectives.

OVERSEAS AND STATESIDE LOGISTICS AND CONFERENCE SUPPORT SERVICES

COMMERCIAL LAW DEVELOPMENT PROGRAM (CLDP)

1. BACKGROUND

The Commercial Law Development Program (CLDP), a U.S. Department of Commerce initiative funded in part by the U.S. Agency for International Development, is one component of the U.S. Government effort to support economic and political reforms underway around the globe. CLDP provides technical assistance and consultative services to lawmakers, regulators, judges, lawyers and educators seeking assistance in the evaluation, revision and implementation of evolving legal systems. Technical assistance is usually provided to designated countries through short and long-term U.S. experts (“Advisors”), overseas conferences, as well as short-term programs overseas or in the U.S.

2. PURPOSE

The purpose of this Statement of Objectives (SOO) is to provide logistical, administrative and other support services, as specified by the Contracting Officer, to CLDP Advisors and foreign nationals participating in CLDP functions abroad and in the United States. This shall include CLDP staff and Advisors, both Government and contractor.

3. SCOPE/OBJECTIVES

The Government, on a Task Order basis, may order the following services. These services will be ordered on a fixed price basis. See Attachment F - Glossary of Terms

A.

Program Manager B.

Task Manager C.

Logistics Specialist I D.

Logistics Specialist II E.

Logistics Specialist III F.

Logistics Specialist IV G.

Facility Coordinator H.

Administrative Assistant I.

Website Manager

J.

Website Technician

K.

Technical Writer

L.

Jr. Advisor on Commercial Law

M.

Sr. Advisor on Commercial Law

N.

Interpreter

O.

Translator

4. PLACE(S) OF PERFORMANCE

The Contractor must provide all services and requirements under this solicitation worldwide. This list maybe revised, as necessary or required, by the Contracting Officer. Contracting Officer may add or delete project countries. Project countries include but are not limited to:

Albania

Bosnia-Herzegovina

Bulgaria

Croatia

Hungary

Macedonia

Moldova

Romania

Russia

Ukraine

Belgium Egypt

Morocco

Tunisia

Algeria

Israel

Nigeria

Angola

South Africa

Bahrain

Oman

Yemen

UAE

Jordan

Qatar

Saudi Arabia

Kuwait

ASIA

China

Viet Nam

Pakistan

India

NORTH AMERICA

United States

LATIN AMERICA

TBD

5. TRAVEL

The Contractor may be required to travel under this contract. Contractor travel shall be in accordance with the FTR and the Government will reimburse the Contractor for the following: airfare, lodging, per diem, telephone and local travel to the extent provided in the TOS requesting the travel. All overseas travel must be approved by the Contracting Officer/Ordering Official, prior to travel arrangements being made.

6. CONSTRAINTS

The Contractor shall be responsible for ensuring that living and working conditions are acceptable and at least comparable to those of other U.S. Government employees stationed in the same host country.

The Contractor shall be responsible for ensuring that U.S. Government regulations and legal requirements of host countries are followed at all times.

The Contractor shall be responsible for ensuring that all appropriate contractual relationships are maintained while working with host countries and shall maintain appropriate insurance necessary to protect the interest of the Contractor, the Advisors and CLDP. Proof of insurance shall be provided to CLDP within 10 days of award (reference clause 1352.228-70). Failure to do so will be cause for Termination for Default.

All references to “Contractor” shall include both the Contractor and its subcontractors as appropriate.

All contracts/agreements made in order the meet the requirements of the contract shall comply with local and U.S. Federal laws.

TC "SECTION D - PACKAGING AND MARKING" \f C \l "1"

TC "D.1 1352.247-70 PACKING FOR DOMESTIC SHIPMENT (MARCH 2000)" \f C \l "2"

D.1 1352.247-70 PACKING FOR DOMESTIC SHIPMENT (MARCH 2000)

Material shall be packed for shipment in such a manner that will ensure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with the Interstate Commerce Commission regulations, Uniform Freight Classification rules, or regulations of other carriers as applicable to the mode of transportation.

TC "D.2 1352.247-71 PACKING FOR OVERSEAS SHIPMENT (MARCH 2000)" \f C \l "2"

D.2 1352.247-71 PACKING FOR OVERSEAS SHIPMENT (MARCH 2000)

Supplies shall be packed for overseas shipment in accordance with the best commercial export practice suitable for transport to arrive undamaged at ultimate destination.

TC "SECTION E - INSPECTION AND ACCEPTANCE" \f C \l "1"

TC "E.1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)" \f C \l "2"

E.1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(Reference)

TC "E.2 1352.246-70 INSPECTION AND ACCEPTANCE (MARCH 2000)" \f C \l "2"

E.2 1352.246-70 INSPECTION AND ACCEPTANCE (MARCH 2000)

The Contracting Officer or the duly authorized representative will perform inspection and acceptance of supplies and services to be provided under this contract.

Inspection and acceptance will be performed at:

U.S. Department of Commerce

1401 Constitution Avenue, NW

Mail Stop 5875

Washington, DC 20230

Mr. Harry Hill

202-482-9017

TC "SECTION F - DELIVERIES OR PERFORMANCE" \f C \l "1"

TC "F.1 52.242-15 STOP-WORK ORDER (AUG 1989)" \f C \l "2"

F.1 52.242-15 STOP-WORK ORDER (AUG 1989)

(Reference)

TC "F.2 PERIOD OF PERFORMANCE H:\KFleming\Logistics Period of Performance.doc" \f C \l "2"

F.2 PERIOD OF PERFORMANCE

a.

The period of performance of this contract is from September 1, 2005 through August 31, 2006. If an option is exercised, or an award term period is awarded, the period of performance shall be extended through the end of that period.

b.

The option periods/award term periods that may be exercised are as follows:

Period

Start Date

End Date

Option I/Award Term I

September 1, 2006 August 31, 2007

Option II/Award Term II

September 1, 2007 August 31, 2008

Option III/Award Term III

September 1, 2008 August 31, 2009

Option IV/Award Term IV September 1, 2009 August 31, 2010 c.

The Contractor will be evaluated for an award term in accordance with the awarad term evaluation plan at Attachment B to Section J. This plan describes the method for assessing the Contractor’s performance and determining whether such performance merits an additional award term year. The award term is intended to provide motivation and award for excellence in executing the provisions of the contract.

TC "SECTION G - CONTRACT ADMINISTRATION DATA" \f C \l "1"

TC "G.1 1352.201-71 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (MARCH" \f C \l "2" G.1 1352.201-71 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (MARCH 2000)

a. __________ is hereby designated as the Contracting Officer's Technical Representative (COTR). The COTR may be changed at any time by the Government without prior notice to the Contractor by a unilateral modification to the Contract. The COTR is located at:

Phone Number:__________ _____________ b. The responsibilities and limitations of the COTR are as follows:

(1) The COTR is responsible for the technical aspects of the project and serves as technical liason with the Contractor. The COTR is also responsible for the final inspection and acceptance of all reports, and such other responsibilities as may be specified in the contract.

(2) The COTR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the Contract price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COTR. No such changes shall be made without the expressed prior authorization of the Contracting Officer. The COTR may designate assistant COTR(s) to act for the COTR by naming such assistant(s) in writing and transmitting a copy of such designation through the Contracting Officer to the Contractor.

G.2 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (MARCH 2000)

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract and notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

TC "G.3 INVOICE INSTRUCTIONS H:\KFleming\Logistics Invoice Instructions.doc" \f C \l "2"

G.3 INVOICE INSTRUCTIONS

a. The Contractor shall submit only one invoice for each task. Invoice shall be submitted within 30 days of completion of each task. In certain circumstances, where a task order project may extend for a period of more than 90 days, the contractor may submit invoices monthly with consent from the Contracting Officer or Ordering Official. The Contractor shall submit accurate and complete invoices that include one copy of receipts for all expenditures and subcontractor costs. If the Contractor is unable to gather all the receipts for expenditures and subcontractor costs within this 30-day timeframe, the Contractor shall report to the COTR the outstanding balance and reason for the delay. The Contractor shall submit one original invoice, one invoice copy, and another invoice copy that includes the back-up documentation to verify expenditures. Invoices shall be formatted in accordance with the invoice sample provided in Attachment A. Contractor should note that payment for each invoice may take up to 30 days from the approval date of the invoice.

b. A proper invoice must include the name and address of the Contractor; the contract number; task order number; description, quantity, unit price of the services performed on an itemized basis; shipping and payment terms; name and address of the Contractor official whom payment is to be sent; name, title, phone number, and mailing address of person to notify in the event of a defective invoice; and your Taxpayer Identification Number (TIN). If the invoice does not comply with these requirements, the COTR will return it within 7 days after receipt with the reasons why it is not a proper invoice.

The Contractor shall submit a SF-1034, Public Voucher for Purchases and Services Other Than Personal with each invoice. The SF-1034 can be located on the GSA Forms Library website:

http://www.gsa.gov/Portal/gsa/ep/formslibrary.do?formType=SF Offerors must show proof that three (3) price quotes were received for all ODS's in order for the costs to be approved by the Contracting Officer and reimbursed.

Invoice shall be submitted to the National Institute of Standards and Technology (NIST) at the following address:

NIST Financial Services Division

Building 101 Room A-836

Mail Stop 3752

100 Bureau Drive

Gaithersburg, MD 20899

TC "G.4 1352.216-76 PLACEMENT OF ORDERS (MARCH 2000)" \f C \l "2"

G.4 1352.216-76 PLACEMENT OF ORDERS (MARCH 2000)

The Contractor shall provide services under this Contract only as directed in Task Orders. In accordance with FAR 16.505, each order will include:

(i) Date of order.

(ii) Contract number and order number.

(iii) Item number and description, quantity, and unit price or estimated cost or fee.

(iv) Delivery or performance date.

(v) Place or delivery or performance (including consignee).

(vi) Packaging, packing, and shipping instructions, if any.

(vii) Accounting and appropriation data.

(viii) Method of payment and payment office, if not specified in the contract.

(ix) Any other pertinent information.

In accordance with FAR 52.216-18, ORDERING, the following individuals (or activities) are authorized to place orders against this contract:

Mr. Brendon Johnson, Contracting Officer

Ordering Official (TBD)

TC "SECTION H - SPECIAL CONTRACT REQUIREMENTS" \f C \l "1"

TC "H.1 1352.237-73 KEY PERSONNEL (MARCH 2000)" \f C \l "2"

H.1 1352.237-73 KEY PERSONNEL (MARCH 2000)

a. The Contractor shall assign to this contract the following Key Personnel:

__________ Name) (Position)

__________ Name) (Position)

__________ Name) (Position) b. The Contractor shall obtain the consent of the Contracting Officer prior to making Key Personnel substitutions. Replacements for Key Personnel must possess qualifications equal to or exceeding the qualifications of the personnel being replaced specified. c. Requests for changes shall be submitted to the Contracting Officer at least 15 working days prior to making any permanent substitutions. The request should contain a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. The Contracting Officer will notify the Contractor within 10 working days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes.

H.2 ORDERING PROCEDURES

a. In task order contracts all work shall be initiated only by issuance of a fully executed task order issued by the Contracting Officer. The work to be performed under these task orders must be within the scope of the contract. The Government is only liable for labor hours expended under the terms and conditions of this contract to the extent that a fully executed task order has been issued and covers the required work. Charges for any work not authorized shall be disallowed.

b. The COTR shall initiate the task order implementation process by preparing a statement of requirements or objectives to be achieved by completion of the task order in the form of a Task

Objective Statement (TOS). The TOS will contain a detailed description of the functional or other objectives to be achieved, a schedule for completion of the task order, and deliverables to be provided by the task order.

c. The Contractor shall acknowledge receipt of each TOS and shall develop and forward to the COTR within five (5) calendar days a proposed Task Management Plan (TMP) for accomplishing the assigned task within the period specified. The TMP shall define the scope, specific tasks and actions which are proposed to be taken by the Contractor to complete the task order, and cost estimate/proposed price. The TMP shall provide the Contractor's interpretation of the scope of work, a description of the technical approach, and a work schedule.

d. Based upon the contents of the TMP, the Contractor and the Government shall negotiate the number of hours and labor mix required to complete the task order, any changes in the scope of the work to be performed, the schedule or the deliverables and any other direct costs (ODCs) to be provided in the task order.

e. Within two (2) working days following the conclusion of the final negotiations related to the TMP, the Contractor shall submit a revised TMP which reflects the negotiated agreement.

f. Task orders will be considered fully executed upon signature of the Contracting Officer. The Contractor shall begin work on the task order in accordance with the effective date indicated on the task order.

g. Following execution of the task order, technical clarifications may be issued in writing at any time by the COTR to amplify, or provide additional guidance to the Contractor regarding performance of the task order. The Contractor shall notify the Contracting Officer of any instructions or guidance the Contractor considers to be a change to the task order which will impact the cost, schedule or deliverables content of the baseline work plan. In cases where technical instructions or other events may dictate a change from the baseline, task orders may be formally modified in writing by the Contracting Officer to reflect modifications to tasking. The Contractor is responsible for revising the work plan to reflect task order modifications within two (2) working days following negotiation or issuance of a modification of the task order.

h. Task orders may be placed during the period of performance of the contract, as identified in Section F. Labor rates applicable to hours expended in performance of an order will be the contract rates that are in effect at the time the task order is executed. Any order issued during the period of performance of this contract and not completed within that time shall be governed by the contract terms to the same extent as if the order were completed during the contract's period of performance, including the contract and individual order ceiling prices. Work performed on such orders after the end of the contract's period of performance will continue to be charged at the last effective rates.

TC "H.3 1352.208-70 PRINTING (MARCH 2000)" \f C \l "2"

H.3 1352.208-70 PRINTING (MARCH 2000)

Unless otherwise specified in this contract, the Contractor shall not engage in, or subcontract for, any printing (as that term is defined in Title I of the Government Printing and Binding Regulations in effect on the effective date of this contract) in connection with performing under this contract. Provided, however, that performing a requirement under this contract involving the duplicating of less than 5,000 units of only one page, or less than 25,000 units in the aggregate of multiple pages, such pages are not exceeding a maximum image size of 10 and 3/4 inches by 14 and 1/4 inches, will not be deemed printing.

TC "H.4 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MARCH 2000)" \f C \l "2"

H.4 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MARCH 2000)

(a) The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

(c) Remedies - The Contracting Officer may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, debar the Contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(d) The Contractor further agrees to insert provisions which shall conform substantially to the language of this clause, including this paragraph (d), in any subcontract or consultant agreement hereunder.

H.5 1352.209-73 COMPLIANCE WITH THE LAWS (MARCH 2000)

The Contractor shall comply with all applicable laws and rules and regulations having the force of law which deal with or relate to performance hereunder or the employment by the Contractor of the employees.

H.6 1352.228-70 INSURANCE COVERAGE (MARCH 2000)

The Contractor shall present evidence to show, as a minimum, the amounts of insurance coverage indicated below:

a. Workers Compensation and Employer's Liability. The Contractor is required to comply with applicable federal and state workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 shall be required, except in states with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

b. General Liability.

(1) The Contractor shall have bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) Property Damage Liability Insurance shall be required in the amount of $100,000. __________

c. Automobile Liability. The Contractor shall have automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

d. Aircraft Public and Passenger Liability. When aircraft are used in connection with performing the contract, the Contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

e. Vessel liability. When contract performance involves use of vessels, the contracting officer shall require, as determined by the agency, vessel collision liability and protection and indemnity liability insurance.

TC "H.7 1352.228-71 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE (MARCH 2000)" \f C \l "2"

H.7 1352.228-71 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE (MARCH 2000)

The following requirements also apply to this contract:

a. The Contractor is required to present evidence of the amount of any deductibles in its insurance coverage.

b. For any insurance required pursuant to 1352.228-70, Insurance Coverage, the contractor's deductible is not allowable as a direct or indirect cost under this contract. The Government is not liable, and cannot be invoiced, for any losses up to the minimum amounts of coverage required in subsections (a) through (d) above. If the Contractor obtains an insurance policy with deductibles, the Contractor, and not the Government, is responsible for any deductible amount up to the minimum amounts of coverage stated.

c. If the Contractor fails to follow all procedures stated in this subsection and in FAR 52.228-7(g), any amounts above the amount of the obtained insurance coverage which are not covered by insurance will not be reimbursable under the contract.

TC "H.8 1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE (MARCH 2000)" \f C \l "2"

H.8 1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE (MARCH 2000)

When the Government is injured, wholly or partially as a result of the Contractor's actions and such actions are covered by the insurance required by 1352.228-70, Insurance Coverage, the Government is entitled to recover from the Contractor the full amount of any such injury attributable to the Contractor regardless of an deductible. The Contracting Officer may offset the amount of recovery against any payment due to the Contractor.

H.9 1352.231-70 DUPLICATION OF EFFORT (MARCH 2000)

The Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any costs charged against any other Government contract, subcontract, or other Government source. The Contractor agrees to advise the Contracting Officer, in writing, of any other Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. The Contractor also certifies and agrees that any and all work performed under this contract shall be directly and exclusively for the use and benefit of the Government, and not incidental to any other work, pursuit, research, or purpose of the Contractor, whose responsibility it will be to account for it accordingly.

H.10 1352.233-70 HARMLESS FROM LIABILITY (MARCH 2000)

The Contractor shall hold and save the Government, its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses to which they may be subject to or on account of any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract, arising or resulting in whole or in part from the fault, negligence, wrongful act or wrongful omission of the contractor, or any subcontractor, their employees, and agents.

TC "SECTION I - CONTRACT CLAUSES" \f C \l "1"

TC "I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)" \f C \l "2"

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.