<table>
<colgroup>
<col style="width: 3%" />
<col style="width: 3%" />
<col style="width: 4%" />
<col style="width: 0%" />
<col style="width: 6%" />
<col style="width: 2%" />
<col style="width: 1%" />
<col style="width: 3%" />
<col style="width: 2%" />
<col style="width: 1%" />
<col style="width: 1%" />
<col style="width: 1%" />
<col style="width: 3%" />
<col style="width: 1%" />
<col style="width: 3%" />
<col style="width: 2%" />
<col style="width: 0%" />
<col style="width: 1%" />
<col style="width: 2%" />
<col style="width: 0%" />
<col style="width: 2%" />
<col style="width: 1%" />
<col style="width: 2%" />
<col style="width: 0%" />
<col style="width: 1%" />
<col style="width: 4%" />
<col style="width: 3%" />
<col style="width: 2%" />
<col style="width: 4%" />
<col style="width: 1%" />
<col style="width: 6%" />
<col style="width: 1%" />
<col style="width: 2%" />
<col style="width: 0%" />
<col style="width: 0%" />
<col style="width: 1%" />
<col style="width: 0%" />
<col style="width: 4%" />
<col style="width: 6%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="14"><strong>SOLICITATION, OFFER AND AWARD</strong></td>
<td colspan="15">1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR
700)</td>
<td colspan="6">RATING</td>
<td colspan="4"><p>PAGE OF PAGES</p>
<p>1 | 55</p></td>
</tr>
<tr class="even">
<td colspan="6">2. CONTRACT NUMBER</td>
<td colspan="11"><p>3. SOLICITATION NUMBER</p>
<p>TIRNO-07-R-00021</p></td>
<td colspan="9"><p>4. TYPE OF SOLICITATION</p>
<p>SEALED BID (IFB)</p>
<p>NEGOTIATED (RFP)</p></td>
<td colspan="3"><p>5. DATE ISSUED</p>
<p><strong>09/24/2007</strong></p></td>
<td colspan="10"><p>6. REQUISITION/PURCHASE NO.</p>
<p>B-7-B4-14-BF-A63 000</p></td>
</tr>
<tr class="odd">
<td colspan="13">7. ISSUED BY CODE</td>
<td colspan="7">IRS0088</td>
<td colspan="10">8. ADDRESS OFFER TO <em>(If other than Item
7)</em></td>
<td colspan="9">CODE</td>
</tr>
<tr class="even">
<td colspan="20"><blockquote>
<p>Internal Revenue Service</p>
<p>6009 Oxon Hill Road</p>
</blockquote>
<p>Oxon Hill, MD 20745</p></td>
<td colspan="19"><blockquote>
<p><strong>ATTN: RFP# TIRNO-07-R-00021 (OCTOBER 25, 2007)</strong></p>
<p><strong>IRS Procurement (OS:A:P:B:B:B)</strong></p>
<p><strong>6009 Oxon Hill Road – 5<sup>th</sup> Floor
Mailroom</strong></p>
<p><strong>Oxon Hill, MD 20745</strong></p>
</blockquote></td>
</tr>
<tr class="odd">
<td colspan="39">NOTE: In sealed bid solicitations “offer” and “offeror”
mean “bid” and “bidder”</td>
</tr>
<tr class="even">
<td colspan="39"><h1 id="solicitation">SOLICITATION</h1></td>
</tr>
<tr class="odd">
<td colspan="39"><p><strong>9. Sealed offers in original and ___copies
<em><u>SEE COVER LETTER</u></em> for furnishing the supplies or services
in the Schedule will be received at the place specified in <em><u>SEE
BLOCK 8, above</u></em></strong></p>
<p><strong>or if hand carried, in the depository located in <em><u>SEE
BLOCK 8, above.</u></em></strong></p>
<p><strong>CAUTION LATE Submissions, Modifications, and Withdrawals: See
Section L, Provision No. or 52.215-1. All offers are subject to all
terms and conditions contained in this solicitation.</strong></p></td>
</tr>
<tr class="even">
<td colspan="3" rowspan="2"><p>10. FOR</p>
<p>INFORMATION</p>
<p>CALL:</p></td>
<td colspan="15">A. NAME</td>
<td colspan="12">B. TELEPHONE <em>(NO COLLECT CALLS)</em></td>
<td colspan="9">C. E-MAIL ADDRESS</td>
</tr>
<tr class="odd">
<td colspan="15">DINELL D. COOK</td>
<td colspan="5"><p>AREA CODE</p>
<p>(202)</p></td>
<td colspan="5"><p>NUMBER</p>
<p>283-1131</p></td>
<td colspan="2">EXT.</td>
<td colspan="9">Dinell.D.Cook@irs.gov</td>
</tr>
<tr class="even">
<td colspan="39"><strong>11. TABLE OF CONTENTS</strong></td>
</tr>
<tr class="odd">
<td>()</td>
<td>SEC.</td>
<td colspan="13">DESCRIPTION</td>
<td colspan="5">PAGE(S)</td>
<td colspan="2">()</td>
<td colspan="3">SEC.</td>
<td colspan="13">DESCRIPTION</td>
<td>PAGE(S)</td>
</tr>
<tr class="even">
<td colspan="20">PART I - THE SCHEDULE</td>
<td colspan="19">PART II - CONTRACT CLAUSES</td>
</tr>
<tr class="odd">
<td>X</td>
<td>A</td>
<td colspan="13">SOLICITATION/CONTRACT FORM</td>
<td colspan="5">1</td>
<td colspan="2">X</td>
<td colspan="3">I</td>
<td colspan="13">CONTRACT CLAUSES</td>
<td>15-40</td>
</tr>
<tr class="even">
<td>X</td>
<td>B</td>
<td colspan="13">SUPPLIES OR SERVICES AND PRICE/COST</td>
<td colspan="5">2-4</td>
<td colspan="19">PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
ATTACH.</td>
</tr>
<tr class="odd">
<td>X</td>
<td>C</td>
<td colspan="13">DESCRIPTION/SPECS./WORK STATEMENT</td>
<td colspan="5">4-9</td>
<td colspan="2">X</td>
<td colspan="3">J</td>
<td colspan="13">LIST OF ATTACHMENTS</td>
<td>40</td>
</tr>
<tr class="even">
<td>X</td>
<td>D</td>
<td colspan="13">PACKAGING AND MARKING</td>
<td colspan="5">9-10</td>
<td colspan="19">PART IV - REPRESENTATIONS AND INSTRUCTIONS</td>
</tr>
<tr class="odd">
<td>X</td>
<td>E</td>
<td colspan="13">INSPECTION AND ACCEPTANCE</td>
<td colspan="5">10-12</td>
<td colspan="2" rowspan="2">X</td>
<td colspan="3" rowspan="2">K</td>
<td colspan="13">REPRESENTATIONS, CERTIFICATIONS</td>
<td></td>
</tr>
<tr class="even">
<td>X</td>
<td>F</td>
<td colspan="13">DELIVERIES OR PERFORMANCE</td>
<td colspan="5">12-13</td>
<td colspan="13">AND OTHER STATEMENTS OF OFFERORS</td>
<td>40-47</td>
</tr>
<tr class="odd">
<td>X</td>
<td>G</td>
<td colspan="13">CONTRACT ADMINISTRATION DATA</td>
<td colspan="5">13</td>
<td colspan="2">X</td>
<td colspan="3">L</td>
<td colspan="13">INSTRS., CONDS., AND NOTICES TO OFFERORS</td>
<td>47-53</td>
</tr>
<tr class="even">
<td>X</td>
<td>H</td>
<td colspan="13">SPECIAL CONTRACT REQUIREMENTS</td>
<td colspan="5">14-15</td>
<td colspan="2"></td>
<td colspan="3">M</td>
<td colspan="13">EVALUATION FACTORS FOR AWARD</td>
<td>54-56</td>
</tr>
<tr class="odd">
<td colspan="39"><strong>OFFER (Must be fully completed by
offeror)</strong></td>
</tr>
<tr class="even">
<td colspan="39">NOTE: Item 12 does not apply if the solicitation
includes the provisions at 52.214-16, Minimum Bid Acceptance
Period.</td>
</tr>
<tr class="odd">
<td colspan="39">12. In compliance with the above, the undersigned
agrees, if this offer is accepted within <strong><u>120 calendar
days</u></strong> <em>(60 calendar days unless a different period is
inserted by the offeror)</em> from the date 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.</td>
</tr>
<tr class="even">
<td colspan="9"><p>13. DISCOUNT FOR PROMPT PAYMENT</p>
<p><em>(See Section I, Clause No. 52.232-8)</em></p></td>
<td colspan="2"></td>
<td colspan="8"><p>10 CALENDAR DAYS</p>
<p>%</p></td>
<td colspan="8"><p>20 CALENDAR DAYS</p>
<p>%</p></td>
<td colspan="5"><p>30 CALENDAR DAYS</p>
<p>%</p></td>
<td colspan="7"><p>CALENDAR DAYS</p>
<p>%</p></td>
</tr>
<tr class="odd">
<td colspan="11">14. ACKNOWLEDGMENT OF AMENDMENTS</td>
<td colspan="10">AMENDMENT NO.</td>
<td colspan="6">DATE</td>
<td colspan="7">AMENDMENT NO.</td>
<td colspan="5">DATE</td>
</tr>
<tr class="even">
<td colspan="11"><blockquote>
<p><em>(The offeror acknowledges receipt of amendments to the</em></p>
</blockquote></td>
<td colspan="10"></td>
<td colspan="6"></td>
<td colspan="7"></td>
<td colspan="5"></td>
</tr>
<tr class="odd">
<td colspan="11"><blockquote>
<p><em>SOLICITATION for offerors and related documents</em></p>
</blockquote></td>
<td colspan="10"></td>
<td colspan="6"></td>
<td colspan="7"></td>
<td colspan="5"></td>
</tr>
<tr class="even">
<td colspan="11"><blockquote>
<p><em>numbered and dated):</em></p>
</blockquote></td>
<td colspan="10"></td>
<td colspan="6"></td>
<td colspan="7"></td>
<td colspan="5"></td>
</tr>
<tr class="odd">
<td colspan="4" rowspan="2"><p>15A. NAME</p>
<blockquote>
<p>AND</p>
<p>ADDRESS</p>
<p>OF</p>
<p>OFFEROR</p>
</blockquote></td>
<td colspan="3">CODE</td>
<td colspan="5">00055905</td>
<td colspan="4">FACILITY</td>
<td colspan="8"></td>
<td colspan="15" rowspan="2"><p>16. NAME AND TITLE OF PERSON AUTHORIZED
TO SIGN</p>
<blockquote>
<p>OFFER <em>(Type or print)</em></p>
</blockquote></td>
</tr>
<tr class="even">
<td colspan="20"></td>
</tr>
<tr class="odd">
<td colspan="8">15B. TELEPHONE NUMBER</td>
<td colspan="16" rowspan="2"><p>15C. CHECK IF REMITTANCE</p>
<blockquote>
<p>ADDRESS IS DIFFERENT FROM ABOVE -</p>
<p>ENTER SUCH ADDRESS IN SCHEDULE.</p>
</blockquote></td>
<td colspan="7">17. SIGNATURE</td>
<td colspan="8">18. OFFER DATE</td>
</tr>
<tr class="even">
<td colspan="2">AREA CODE</td>
<td colspan="3">NUMBER</td>
<td colspan="3">EXT.</td>
<td colspan="7"></td>
<td colspan="8"></td>
</tr>
<tr class="odd">
<td colspan="39"><strong>AWARD (To be completed by
Government)</strong></td>
</tr>
<tr class="even">
<td colspan="10">19. ACCEPTED AS TO ITEMS NUMBERED</td>
<td colspan="10">20. AMOUNT</td>
<td colspan="19">21. ACCOUNTING AND APPROPRIATION</td>
</tr>
<tr class="odd">
<td colspan="20"><p>22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN
COMPETITION:</p>
<blockquote>
<p>10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )</p>
</blockquote></td>
<td colspan="13">23. SUBMIT INVOICES TO ADDRESS SHOWN IN <em>(4 copies
unless otherwise specified)</em></td>
<td colspan="4"></td>
<td colspan="2">ITEM</td>
</tr>
<tr class="even">
<td colspan="13">24. ADMINISTERED BY <em>(If other than Item 7)</em>
CODE</td>
<td colspan="7"></td>
<td colspan="16">25. PAYMENT WILL BE MADE BY CODE</td>
<td colspan="3"></td>
</tr>
<tr class="odd">
<td colspan="13"></td>
<td colspan="7"></td>
<td colspan="16"></td>
<td colspan="3"></td>
</tr>
<tr class="even">
<td colspan="20"></td>
<td colspan="19"></td>
</tr>
<tr class="odd">
<td colspan="20">26. NAME OF CONTRACTING OFFICER <em>(Type or
print)</em></td>
<td colspan="11"><p>27. UNITED STATES OF AMERICA</p>
<p><em>(Signature of Contracting Officer)</em></p></td>
<td colspan="8">28. AWARD DATE</td>
</tr>
<tr class="even">
<td colspan="39">IMPORTANT -- Award will be made on this Form, or on
Standard Form 26, or by other authorized official written notice.</td>
</tr>
</tbody>
</table>

OMB Control No. 1505-0081

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (Rev. 9-97)

Previous edition is unusable Prescribed by GSA -- FAR (48 CFR) 53.214(c

**PART I -- THE SCHEDULE**

**SECTION B**

**SUPPLIES OR SERVICES AND PRICES/COSTS**

**B.0 - BASE YEAR: OCTOBER 1, 2007 THROUGH SEPTEMBER 30, 2008**

+-----+---------------+---------+-----+-------------+----------------+
| I   | DESCRIPTION   | EST.    | U   | FIXED       | EXTENDED PRICE |
| TEM |               | MAX     | NIT |             |                |
|     |               |         |     | HOURLY RATE |                |
|     |               | DPLH    |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Project       | 460     | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 000 | Manager       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 1** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Site          | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 000 | Supervisor    |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 2** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 000 | Clerk II      |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 3** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_   |
| 000 | Clerk I       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 4** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 15,360  | Hr. | \$\_        | \$\_\_\_\_\_   |
| 000 | II            |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 5** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 24,960  | Hr. | \$\_        | \$\_\_\_\_\_   |
| 000 | I             |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 6** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Receptionist  | 3,840   | Hr. | \$\_        | \$\_\_\_\_\_   |
| 000 |               |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 7** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Travel        | 1       | Lot | NTE         | \$1,000.00     |
| 000 |               |         |     |             |                |
| 8** |               |         |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+

**TOTAL EXTENDED PRICE FOR BASE PERIOD:
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**B.1 - OPTION YEAR 1: OCTOBER 1, 2008 THROUGH SEPTEMBER 30, 2009**

+-----+---------------+---------+-----+-------------+----------------+
| I   | DESCRIPTION   | EST.    | U   | FIXED\      | EXTENDED PRICE |
| TEM |               | MAX     | NIT | HOURLY RATE |                |
|     |               |         |     |             |                |
|     |               | DPLH    |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Project       | 460     | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 | Manager       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 1** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Site          | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 | Supervisor    |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 2** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 | Clerk II      |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 3** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 | Clerk I       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 4** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 15,360  | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 | II            |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 5** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 24,960  | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 | I             |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 6** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Receptionist  | 3,840   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 100 |               |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 7** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Travel        | 1       | Lot | NTE         | \$1,000.00     |
| 100 |               |         |     |             |                |
| 8** |               |         |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+

**TOTAL EXTENDED PRICE FOR OPTION YEAR 1:
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**B.2 - OPTION YEAR 2: OCTOBER 1, 2009 THROUGH SEPTEMBER 30, 2010**

+-----+---------------+---------+-----+-------------+----------------+
| I   | DESCRIPTION   | EST.    | U   | FIXED       | EXTENDED PRICE |
| TEM |               | MAX     | NIT |             |                |
|     |               |         |     | HOURLY RATE |                |
|     |               | DPLH    |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Project       | 460     | Hr. | \$\_        | \$\_\_\_\_     |
| 200 | Manager       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 1** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Site          | 1,920   | Hr. | \$\_        | \$\_\_\_\_     |
| 200 | Supervisor    |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 2** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_     |
| 200 | Clerk II      |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 3** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_     |
| 200 | Clerk I       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 4** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 15,360  | Hr. | \$\_        | \$\_\_\_\_     |
| 200 | II            |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 5** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 24,960  | Hr. | \$\_        | \$\_\_\_\_     |
| 200 | I             |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 6** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Receptionist  | 3,840   | Hr. | \$\_        | \$\_\_\_\_     |
| 200 |               |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 7** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Travel        | 1       | Lot | NTE         | \$1,000.00     |
| 200 |               |         |     |             |                |
| 8** |               |         |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+

**TOTAL EXTENDED PRICE FOR OPTION YEAR 2:
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**B.3 - OPTION YEAR 3: OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011**

+-----+---------------+---------+-----+-------------+----------------+
| C   | DESCRIPTION   | EST.    | U   | FIXED       | EXTENDED PRICE |
| LIN |               | MAX     | NIT |             |                |
|     |               |         |     | HOURLY RATE |                |
|     |               | DPLH    |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Project       | 460     | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 | Manager       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 1** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Site          | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 | Supervisor    |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 2** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 | Clerk II      |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 3** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 | Clerk I       |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 4** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 15,360  | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 | II            |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 5** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | General Clerk | 24,960  | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 | I             |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 6** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Receptionist  | 3,840   | Hr. | \$\_        | \$\_\_\_\_\_\_ |
| 300 |               |         |     | \_\_\_\_\_\ | \_\_\_\_\_\_\_ |
| 7** |               |         |     | _\_\_\_\_\_ |                |
+-----+---------------+---------+-----+-------------+----------------+
| **  | Travel        | 1       | Lot | NTE         | \$1,000.00     |
| 300 |               |         |     |             |                |
| 8** |               |         |     |             |                |
+-----+---------------+---------+-----+-------------+----------------+

**TOTAL EXTENDED PRICE FOR OPTION YEAR 3:
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**B.4 - OPTION YEAR 4: OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2012**

+-----+---------------+---------+-----+--------------+----------------+
| C   | DESCRIPTION   | EST.    | U   | FIXED HOURLY | EXTENDED PRICE |
| LIN |               | MAX     | NIT |              |                |
|     |               |         |     | RATE         |                |
|     |               | DPLH    |     |              |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | Project       | 460     | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 | Manager       |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 1** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | Site          | 1,920   | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 | Supervisor    |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 2** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 | Clerk II      |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 3** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | Accounting    | 1,920   | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 | Clerk I       |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 4** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | General Clerk | 15,360  | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 | II            |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 5** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | General Clerk | 24,960  | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 | I             |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 6** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | Receptionist  | 3,840   | Hr. | \$\_\_       | \$\_\_\_\_\_\_ |
| 400 |               |         |     | \_\_\_\_\_\_ | \_\_\_\_\_\_\_ |
| 7** |               |         |     | \_\_\_\_\_\_ |                |
+-----+---------------+---------+-----+--------------+----------------+
| **  | Travel        | 1       | Lot | NTE          | \$1,000.00     |
| 400 |               |         |     |              |                |
| 8** |               |         |     |              |                |
+-----+---------------+---------+-----+--------------+----------------+

**TOTAL EXTENDED PRICE FOR OPTION YEAR 4:
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**B.5 [DIRECT PRODUCTIVE LABOR HOURS:]{.underline}**

[\"DIRECT PRODUCTIVE LABOR HOURS (DPLH)\"]{.underline} are those hours
expended by

Contractor personnel in performing work under the contract and called
for in the Task

Order(s) issued under the contract. This does not include sick leave,
vacation, holidays,

jury duty, military leave, or any other type of administrative leave.
The [maximum]{.underline} number of

DPLH set forth herein represents the Government\'s reasonable
expectation of consumption during

the contract period(s) of performance.

The [ESTIMATED MAXIMUM DPLH]{.underline} set forth at Section B for each
labor category are provided

for the purposes of calculating the maximum estimated contract value and
are not to be considered

a ceiling for the Contractor.

**SECTION C**

**STATEMENT OF WORK**

**C.1 [SCOPE OF WORK:]{.underline}**

This contract covers the acquisition of full and part-time clerical
personnel support services for the Internal Revenue Service (IRS)
Beckley Finance Center, in Beckley, West Virginia; performing a

full range of operations provided by the IRS accounting offices. This
contract is intended to satisfy requirements in excess of the
Government's own capability to perform.

**C.2 [REQUIREMENTS:]{.underline}**

The Contractor shall be the employer of all the personnel furnished
under this contract and shall

provide all the required supervision, non-IRS related training,
insurance, recruiting, transportation

to and from the job (unless provided by the employee) and any other
items directly related to

employment.

**C.2.1.** **[Personnel Actions:]{.underline}** The Contractor shall be
responsible for all personnel actions including

the hiring, training, assigning, paying, providing benefits and leave,
disciplining and terminating of

its employees as follows:

a\. **[Hiring:]{.underline}** The Contractor must provide individuals
who are:

\(1\) Proficient in the English language;

\(2\) Able to perform the minimum requirements stated in paragraph
C.2.3, [Minimum]{.underline} [Requirements]{.underline} for skill
category; and

\(3\) Selected in accordance with applicable Equal Employment
Opportunity Laws and Regulations.

b\. **[Training:]{.underline}** The IRS will provide initial training to
the Site Supervisor and all employees brought on by the contractor
within the first ninety days of the contract. After that period, the IRS
anticipates that the contractor shall provide all initial training to
prospective employees at the contractor's expense. The Contractor must
ensure that its' employees have received adequate training to perform
the minimum requirements prior to being made available under this
contract. The IRS will provide the IRS facility to the contractor at the
Government's expense.

c\. **[Assigning:]{.underline}** The Contractor shall assign qualified
individuals for the skill category requested. Any substitutes provided
must meet the minimum requirements cited at C.1.1, [Personnel
Actions]{.underline}. The assignment of work will be fluid since the
workload coming into the Finance Center varies. For that reason, the IRS
needs to have the flexibility of moving contract workers from one area
into another even during one work day; therefore, the Site Supervisor
and Project Manager will work with IRS personnel in developing a
training curriculum that will meet the needs of the contract personnel
and the Service (i.e., cross training for all employees).

d\. **[Salary and Benefits:]{.underline}**

\(1\) The Contractor shall be responsible for all withholdings and other
benefits, workmen's compensation, payments and benefits, overhead and
all payroll costs and contributions.

\(2\) The Contractor must pay at a minimum, the wage rate and benefits
as determined by the Department of Labor shown in the Wage Determination
cited in Part III, Section J.

e\. **[Performance:]{.underline}** The Contractor shall act upon
information provided by the Government concerning the quality of work.
The Contractor shall take the necessary actions to ensure adequate
performance including providing replacements when requested. Any
personnel action, including termination, shall be handled directly by
the Contractor with the employee.

The payment to the contractor will be dependent on the number of hours
worked each week by each

category of employee. Absence of an employee for a day will be cause for
reduced payment to the

contractor. Absence of more than one employee from each of the
categories specified shall require

prompt action by the contractor. The IRS anticipates that the contractor
shall supply a backup

employee by the next business day of the reported absence. During peak
performance periods,

absence of multiple employees or multiple failures to supply backup
employees within the specified

time will be unacceptable and may be cause for defaulting the contract.
Absence of multiple

employees or multiple failures to supply backup employees during the
off-peak periods of

performance will be at the discretion of the Site Supervisor, provided
that there is no overall lack of

performance on any tasks.

f\. **[Supervision:]{.underline}** The Contractor shall provide a
working Site Supervisor who is trained and knowledgeable in all areas of
work specified in the contract. The Site Supervisor must have specific
knowledge of:

-   Office Procedures

-   Government accounting procedures/policy/terminology 

The Site Supervisor shall receive direction from an IRS manager
designated in the specific Task

Order(s). The Site Supervisor shall provide recommendations to IRS
Beckley management and

inform management of potential problems. The Site Supervisor shall
possess the ability to

effectively manage employees and the workload given by the government.

The Site Supervisor shall also possess the ability to communicate
effectively with IRS management

and contractor employees. The Site Supervisor shall also learn
sufficient information about IRS

working conditions so as not to initiate problems with the IRS-NTEU
labor agreement.

**C.2.2.** **[Quality Assurance:]{.underline}**

a\. The Contractor must provide qualified personnel to the job site
within the time shown in Part I,

Section F, [Deliveries or Performance.]{.underline} Failure to provide
continuous service for the requested time

may constitute grounds for default. Continuous service includes
providing, at the Government's

discretion, substitutes to replace unacceptable or absent assigned
personnel.

b\. The Contractor is responsible for establishing a quality control
system which provides for the

correction of unacceptable performance, including but not limited to:

> \(1\) Assignments not acceptable in accordance with C.2.3 - Minimum
>
> Requirements; and
>
> \(2\) Unprofessional behavior: Disorderly conduct, ineffective or
>
> improper communication with others, inappropriate dress, etc.

**C.2.3.** **[Minimum Requirements:]{.underline}**

a\. **[Scope and Effect:]{.underline}** The purpose of the services
provided under this contract is to perform

assignments under the conditions described in Section C.1. - [Scope of
Work]{.underline} in accordance with

the minimum requirements described below. Work will be reviewed by IRS
personnel in the

immediate work unit.

\(1\) Performs a variety of duties related to the clerical duties of a
typical IRS accounting office and

these functions may include:

a\. the operation of two receptionist desks;

b\. the preparation of documents and schedules for cash deposits;

c\. the addition of new work or systems, the receipt, storage and
retrieval of various

accounting documents (e.g. obligation and payment documents);

d\. the control and return of incomplete invoices to vendors;

e\. the flow of all incoming and outgoing mail;

f\. the delivery of mail between the main Federal Building (FOB) and the
Annex;

g\. the delivery of mail between floors in the main Federal Building;
and

h\. the pickup and delivery of mail from/to the Post Office, and other
clerical type

office operations.

\(2\) These functions may be performed:

a\. over the telephone;

b\. on computers, inputting and manipulating data/information in file
rooms;

c\. in the mail room;

d\. at a desk or at the copy machine.

On occasion other duties of a similar nature may be directed by
additional task order(s). Contractor

personnel will receive their assignments from the Program Manager or
Site Supervisor as a result of

issued task(s). No contractor effort is to be accomplished that is not
directly related to an issued

task order. The duties as described above will require varying numbers
of personnel by category.

However, the initial activity will require:

\(3\) **[Clerks performing:]{.underline}**

-   receipt, storage & retrieval of accounting documents;

-   control and return of incomplete invoices to vendors;

-   delivery of mail between floors in the Federal Building and between
    the

> Federal Building and Annex building;

-   other clerical office operations.

> The Contractor personnel shall possess effective telephone
> communication skills; keyboard skills (ability to operate a keyboard
> associated with a computer); the ability to read and write the English
> language, and perform basic arithmetical computations; the ability to
> operate office machinery such as a typewriter, calculator, letter
> opener, date stamper, postage machine, fax machine, copier and perform
> simple operations on computers.

**C.3 [PHYSICAL DEMANDS:]{.underline}**

Duties may require prolonged standing, walking, bending, reaching and
stretching.

**C.4 [GOVERNMENT RESPONSIBILITIES:]{.underline}**

Within ninety days of contract award, the IRS will provide the requisite
training with training materials to accomplish the tasks within the
prescribed job description. After the initial training, the contractor
shall provide the requisite training for all categories of employees
(see Item C.2.1.b).

**C.5 [GOVERNMENT FURNISHED SUPPLIES AND FACILITIES:]{.underline}**

The Government will furnish the following at no cost to the Contractor:

1\. Work space and furnishings assigned to the contractor personnel at
the Beckley Finance Center for performing training and work assignments.
The work environment is typical of such places as offices, meetings and
training rooms. The work area is adequately lighted, heated and
ventilated.

2\. Government forms, publications and documents necessary to perform
assigned duties.

3\. Access to all office equipment (typewriters, computers, copying
equipment, etc.) and supplies necessary to perform assigned duties (to
include training).

4\. In the current facilities, the Government provides a kitchen, a
dining area and vending machines for the employee's convenience.

**C.6 [PRE-SCREENING OF PERSONNEL AND REMOVAL OF
UNACCEPTABLE]{.underline}**

**[PERSONNEL:]{.underline}** The Contractor shall pre-screen all
employees proposed for work under the contract in accordance with the
requirements specified in the contract.

**C.7 [TASK ORDERS:]{.underline}** All work performed by the Contractor
under this contract shall be based upon task orders issued by the IRS.
The task order will specify the particular efforts to be accomplished by
the Contractor and will estimate the quantities and categories of
service employees to be used.

**C.8 [NON-PERSONAL SERVICES:]{.underline}** Contractor employees are
not subject to the supervision of a Government employee while performing
this contract. The selection, scheduling, control and supervision of the
Contractor\'s employees are the Contractor\'s sole responsibility. The
parties recognize and agree that no employer-employee exists or will
exist under the contract between the Government and the Contractor\'s
employees. The Government and the Contractor understand and agree that
the services to be delivered under this contract are non-personal
services. Further, comparable services are performed in the same or
similar agencies for comparable needs.

**C.9** **[OVERTIME:]{.underline}** It is anticipated that the IRS will
direct the Contractor's employees to work overtime during performance of
this contract, most likely in the fourth quarter of the government's
fiscal year. The Contractor's employees shall be required to work
necessary overtime as directed by the COTR in accordance with applicable
labor statutes.

The Fair Labor Standards Act does not require payment of an overtime
premium for labor categories considered professional, as defined in 29
CFR, Part 541. The government will only pay an overtime premium as
established in the contract's price schedule for the General Clerk I and
II, and the Accounting Clerk I and II labor categories.

The Contractor shall be compensated for COTR-directed overtime in the
remaining labor categories at the regular hourly rates established in
the contract's price schedule. However if, consistent with its cost
accounting practices used to accumulate and report uncompensated
overtime, the Contractor does not compensate its professional employees
for overtime the employee has worked under the contract, the Contractor
will not bill the government for that overtime worked either.

**C.10 [TRAVEL:]{.underline}** Offerors should not propose prices for
travel as part of their offer. Travel costs which are incurred in direct
support of the contract shall be reimbursed in accordance with the
Federal Travel Regulations with prior approval of the COTR. The
government will not pay the travel costs for on-site personnel. An
estimated NTE (not to exceed) of \$1,000.00 for reimbursable travel
costs per contract year applies equally for all offerors and is already
reflected in the pricing schedule.

**SECTION D**

**PACKAGING AND MARKING**

**D.1 [PACKAGING]{.underline}**:

Preservation, packaging, and packing for shipment or mailing of all work
deliverables hereunder shall be in accordance with good commercial
practice and adequate to insure acceptance by common carrier and safe
transportation at the most economical rates.

**D.2 [MARKING: ]{.underline}**

\(a\) Each package, report or other deliverable shall be accompanied by
a letter or other document which:

\(1\) identifies the contract by number under which the item is being
delivered.

\(2\) identifies the deliverable Item Number or Report Requirement,
which requires the delivered item(s).

\(3\) indicates whether the contractor considers the delivered item to
be a partial or full satisfaction of the requirement,

\(b\) A copy of the document required in paragraph (a) above shall be
simultaneously provided to the contracting officer (if contracting
officer not addressee of deliverable).

\(c\) The contractor shall take all necessary precautions to ensure that
all sensitive data developed under this contract are delivered to the
government in a secure manner in accordance with the terms and
conditions of the contract.

**SECTION E\
INSPECTION AND ACCEPTANCE**

### E.1 52.246-6  INSPECTION---TIME-AND-MATERIAL AND LABOR HOUR (MAY 2001) 

\(a\) *Definitions.* As used in this clause---

"Contractor's managerial personnel" means any of the Contractor's
directors, officers, managers, superintendents, or equivalent
representatives who have supervision or direction of---

\(1\) All or substantially all of the Contractor's business;

\(2\) All or substantially all of the Contractor's operation at any one
plant or separate location where the contract is being performed; or

\(3\) A separate and complete major industrial operation connected with
the performance of this contract.

"Materials" includes data when the contract does not include the
Warranty of Data clause.

\(b\) The Contractor shall provide and maintain an inspection system
acceptable to the Government covering the material, fabricating methods,
work, and services under this contract. Complete records of all
inspection work performed by the Contractor shall be maintained and made
available to the Government during contract performance and for as long
afterwards as the contract requires.

\(c\) The Government has the right to inspect and test all materials
furnished and services performed under this contract, to the extent
practicable at all places and times, including the period of
performance, and in any event before acceptance. The Government may also
inspect the plant or plants of the Contractor or any subcontractor
engaged in contract performance. The Government shall perform
inspections and tests in a manner that will not unduly delay the work.

\(d\) If the Government performs inspection or test on the premises of
the Contractor or a subcontractor, the Contractor shall furnish and
shall require subcontractors to furnish all reasonable facilities and
assistance for the safe and convenient performance of these duties.

\(e\) Unless otherwise specified in the contract, the Government shall
accept or reject services and materials at the place of delivery as
promptly as practicable after delivery, and they shall be presumed
accepted 60 days after the date of delivery, unless accepted earlier.

\(f\) At any time during contract performance, but not later than
6 months (or such other time as may be specified in the contract) after
acceptance of the services or materials last delivered under this
contract, the Government may require the Contractor to replace or
correct services or materials that at time of delivery failed to meet
contract requirements. Except as otherwise specified in paragraph (h) of
this clause, the cost of replacement or correction shall be determined
under the Payments Under Time-and-Materials and Labor-Hour Contracts
clause, but the "hourly rate" for labor hours incurred in the
replacement or correction shall be reduced to exclude that portion of
the rate attributable to profit. The Contractor shall not tender for
acceptance materials and services required to be replaced or corrected
without disclosing the former requirement for replacement or correction,
and, when required, shall disclose the corrective action taken.

(g)(1) If the Contractor fails to proceed with reasonable promptness to
perform required replacement or correction, and if the replacement or
correction can be performed within the ceiling price (or the ceiling
price as increased by the Government), the Government may---

\(i\) By contract or otherwise, perform the replacement or correction,
charge to the Contractor any increased cost, or deduct such increased
cost from any amounts paid or due under this contract; or

\(ii\) Terminate this contract for default.

\(2\) Failure to agree to the amount of increased cost to be charged to
the Contractor shall be a dispute.

\(h\) Notwithstanding paragraphs (f) and (g) of this clause, the
Government may at any time require the Contractor to remedy by
correction or replacement, without cost to the Government, any failure
by the Contractor to comply with the requirements of this contract, if
the failure is due to---

\(1\) Fraud, lack of good faith, or willful misconduct on the part of
the Contractor's managerial personnel; or

\(2\) The conduct of one or more of the Contractor's employees selected
or retained by the Contractor after any of the Contractor's managerial
personnel has reasonable grounds to believe that the employee is
habitually careless or unqualified.

\(i\) This clause applies in the same manner and to the same extent to
corrected or replacement materials or services as to materials and
services originally delivered under this contract.

\(j\) The Contractor has no obligation or liability under this contract
to correct or replace materials and services that at time of delivery do
not meet contract requirements, except as provided in this clause or as
may be otherwise specified in the contract.

\(k\) Unless otherwise specified in the contract, the Contractor's
obligation to correct or replace Government-furnished property shall be
governed by the clause pertaining to Government property.

**SECTION F**

**DELIVERIES OR PERFORMANCE**

**F.1 [PLACES OF PERFORMANCE:]{.underline}**

The required services and training will be performed at the following
locations:

\(a\) Internal Revenue Service

Beckley Finance Center

110 North Heber Street

Beckley, West Virginia 25801

\(b\) Internal Revenue Service

Beckley Finance Center Annex

220 North Kanawha Street

Beckley, WV 25801

**F.2 [OFFICE/WORK HOURS:]{.underline}** The working hours of the
contractor employees shall be established by the IRS at the time the
employees are requested for work. Since the types of work will vary, the
tours of duty and duration of service will fluctuate. At the time of
contract award, all positions will be full-time. Core office hours are
between 6:30 AM and 6:00 PM, Monday through Friday, excluding Federal
holidays. Normal working hours are eight hours in addition to an unpaid
45 minute period for lunch. Included is a fifteen minute break for each
four hours worked.

It is anticipated that the tour-of-duty for contractor employees will be
staggered from 6:45 AM to

4:15 PM, Monday through Friday. Contractor employees shall sign in and
sign out everyday on a

contractor-developed log-sheet that will be approved by the IRS. The
Site Supervisor or

designated Alternate Site Supervisor shall be expected to be on duty
each day the office is open.-

**F.3 [DELIVERABLES:]{.underline}** The Contractor shall furnish, in
accordance with issued Task Orders, all management, supervision,
personnel and services (except as may be expressly set forth in this
contract as furnished by the Government) necessary to perform and
provide full and part-time clerical support services to the IRS Beckley
Finance Center, Beckley, WV during the period of performance, in
accordance with the terms and conditions of the contract. The fixed
hourly rates,

inclusive of all direct and indirect costs (salaries; fringe benefits;
overhead; general and administrative expenses and task order preparation
costs) and profit, are applicable for the entire contract period,
inclusive of the base period and any option(s) exercised at the
discretion of the Government.

> **F.4 [PERIOD OF PERFORMANCE]{.underline}:** The period of performance
> shall be from October 1,
>
> 2007 (or date of award, whichever is later) to September 30, 2008,
> plus four 12-month option
>
> years.

**SECTION G**

**CONTRACT ADMINISTRATION DATA**

**G.1** **AUTHORITY -- CONTRACTING OFFICER, CONTRACTING OFFICER'S
TECHNICAL REPRESENTATIVE AND CONTRACTOR'S PROJECT MANAGER --**

\(a\) [Contracting Officer]{.underline} -- The contracting officer for
administration of this contract is:

Barbara E. Czerw -- (202) 283-1103

Email: <Barbara.E.Czerw@irs.gov>

\(b\) [Contract Administrator]{.underline} -- The contract administrator
for administration of this contract is:

Dinell D. Cook -- (202) 283-1131

Email: <Dinell.D.Cook@irs.gov>

The contracting officer, in accordance with FAR Subpart 1.6, is the only
person authorized to make or approve any changes in any of the
requirements of this contract. Notwithstanding any clauses contained
elsewhere in this contract, the said authority remains solely with the
contracting officer. Any changes made by the contractor at the
discretion of any person other than the contracting officer will be
considered to have been made without authority and no adjustment will be
made in the contract price to cover any increase in cost incurred as a
result of any unauthorized changes.

\(c\) Contracting Officer's Technical Representative (COTR) -- The COTR
for contract is:

Theresa L. Grose -- (304) 254-3497

Email: <Theresa.L.Grose@irs.gov>

The COTR will represent the contracting officer in the administration of
technical details within the scope of the contract. The COTR is also
responsible for the final inspection and acceptance of all reports, and
such other correspondence and responsibilities as may be specified in
the

contract or other document issued by the contracting officer. The COTR
is not otherwise authorized to make any representations or commitments
of any kind on behalf of the contracting officer or the government. The
COTR does not have authority to alter the contractor's obligations or to
change the contract requirement, price, terms or conditions. If, as a
result of technical discussions, it is desirable to modify contract
obligations or the statement of work, changes will be issued in writing
and signed by the contracting officer. The government may change the
COTR assignment for this contract at any time without prior notice to
the contractor but the contractor will be notified of the change.

**SECTION H**

**SPECIAL CONTRACT REQUIREMENTS**

### H.1 52.219-17  SECTION 8(a) AWARD (DEC 1996)

(a) By execution of a contract, the Small Business Administration (SBA)
agrees to the following:

\(1\) To furnish the supplies or services set forth in the contract
according to the specifications and the terms and conditions by
subcontracting with the Offeror who has been determined an eligible
concern pursuant to the provisions of section 8(a) of the Small Business
Act, as amended (15 U.S.C. 637(a)).

\(2\) Except for novation agreements and advance payments, delegates to
the IRS the responsibility for administering the contract with complete
authority to take any action on behalf of the Government under the terms
and conditions of the contract; *provided*, however that the contracting
agency shall give advance notice to the SBA before it issues a final
notice terminating the right of the subcontractor to proceed with
further performance, either in whole or in part, under the contract.

\(3\) That payments to be made under the contract will be made directly
to the subcontractor by the contracting activity.

\(4\) To notify the IRS Contracting Officer immediately upon
notification by the subcontractor that the owner or owners upon whom
8(a) eligibility was based plan to relinquish ownership or control of
the concern.

\(5\) That the subcontractor awarded a subcontract hereunder shall have
the right of appeal from decisions of the cognizant Contracting Officer
under the "Disputes" clause of the subcontract.

\(b\) The offeror/subcontractor agrees and acknowledges that it will,
for and on behalf of the SBA, fulfill and perform all of the
requirements of the contract.

\(c\) The offeror/subcontractor agrees that it will not subcontract the
performance of any of the requirements of this subcontract to any lower
tier subcontractor without the prior written approval of the SBA and the
cognizant Contracting Officer of the IRS.

### H.2 52.219-18  NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) CONCERNS (JUNE 2003) 

\(a\) Offers are solicited only from small business concerns expressly
certified by the Small Business Administration (SBA) for participation
in the SBA's 8(a) Program and which meet the following criteria at the
time of submission of offer---

\(1\) The Offeror is in conformance with the 8(a) support limitation set
forth in its approved business plan; and

\(2\) The Offeror is in conformance with the Business Activity Targets
set forth in its approved business plan or any remedial action directed
by the SBA.

\(b\) By submission of its offer, the Offeror represents that it meets
all of the criteria set forth in paragraph (a) of this clause.

\(c\) Any award resulting from this solicitation will be made to the
Small Business Administration, which will subcontract performance to the
successful 8(a) offeror selected through the evaluation criteria set
forth in this solicitation.

(d)(1) *Agreement*. A small business concern submitting an offer in its
own name shall furnish, in performing the contract, only end items
manufactured or produced by small business concerns in the United States
or its outlying areas. If this procurement is processed under simplified
acquisition procedures and the total amount of this contract does not
exceed \$25,000, a small business concern may furnish the product of any
domestic firm. This paragraph does not apply to construction or service
contracts.

\(2\) The resultant contractor will notify the IRS Contracting Officer
in writing immediately upon entering an agreement (either oral or
written) to transfer all or part of its stock or other ownership
interest to any other party.

**PART II -- CONTRACT CLAUSES**

**SECTION I**

### I.1 52.202-1  DEFINITIONS (JULY 2004)

(a) When a solicitation provision or contract clause uses a word or term
that is defined in the Federal Acquisition Regulation (FAR), the word or
term has the same meaning as the definition in
FAR [2.101](http://www.acquisition.gov/comp/far/current/html/Subpart 2_1.html#wp1145508)
in effect at the time the solicitation was issued, unless---

\(1\) The solicitation, or amended solicitation, provides a different
definition;

\(2\) The contracting parties agree to a different definition;

\(3\) The part, subpart, or section of the FAR where the provision or
clause is prescribed provides a different meaning; or

\(4\) The word or term is defined in
FAR [Part 31](http://www.acquisition.gov/comp/far/current/html/FARTOCP31.html#wp253693),
for use in the cost principles and procedures.

\(b\) The FAR Index is a guide to words and terms the FAR defines and
shows where each definition is located. The FAR Index is available via
the Internet at [http://www.acqnet.gov](http://www.acqnet.gov/) at the
end of the FAR, after the FAR Appendix.

### I.2 52.216-18  ORDERING (OCT 1995)

(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 October 1, 2007 through September 30, 2008.

\(b\) All delivery orders or task orders are subject to the terms and
conditions of this contract. In the event of conflict between a delivery
order or task order and this contract, the contract shall control.

\(c\) If mailed, a delivery order or task order is considered "issued"
when the Government deposits the order in the mail. Orders may be issued
orally, by facsimile, or by electronic commerce methods only if
authorized in the Schedule.

### I.3 52.216-19  ORDER LIMITATIONS (OCT 1995) 

\(a\) *Minimum order*. When the Government requires supplies or services
covered by this contract in an amount of less than the estimated Direct
Productive Labor Hour, the Government is not obligated to purchase, nor
is the Contractor obligated to furnish, those supplies or services under
the contract.

\(b\) *Maximum order*. The Contractor is not obligated to honor---

\(1\) Any order for a single item in excess of the estimated Direct
Productive Labor Hour;

\(2\) Any order for a combination of items in excess of the Direct
Productive Labor Hour; or

\(3\) A series of orders from the same ordering office within 10 days
that together call for quantities exceeding the limitation in
paragraph (b)(1) or (2) of this section.

\(c\) If this is a requirements contract (*i.e., *includes the
Requirements clause at subsection 52.216-21 of the Federal Acquisition
Regulation (FAR)), the Government is not required to order a part of any
one requirement from the Contractor if that requirement exceeds the
maximum-order limitations in paragraph (b) of this section.

\(d\) Notwithstanding paragraphs (b) and (c) of this section, the
Contractor shall honor any order exceeding the maximum order limitations
in paragraph (b), unless that order (or orders) is returned to the
ordering office within 5 days after issuance, with written notice
stating the Contractor's intent not to ship the item (or items) called
for and the reasons. Upon receiving this notice, the Government may
acquire the supplies or services from another source.

###  I.4 52.216-31  TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS---COMMERCIAL ITEM ACQUISITION (FEB 2007) 

\(a\) 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.

> **I.5 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 |
| > within 30 days prior to the contract expiration date.               |
+-----------------------------------------------------------------------+

**I.6 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; provided that the  |
| > Government gives 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 five (5) years.  |
+-----------------------------------------------------------------------+

**I.7 52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (JULY 2005)**

\(a\) *Definitions*. "Act," as used in this clause, means the Service
Contract Act of 1965, as amended
([41 U.S.C. 351](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+171+0++(41)  AND ((41) ADJ USC)%3ACITE AND (USC w%2F10 (351))%3ACITE         ),
*et seq*.).

"Contractor," as used in this clause or in any subcontract, shall be
deemed to refer to the subcontractor, except in the term "Government
Prime Contractor."

"Service employee," as used in this clause, means any person engaged in
the performance of this contract other than any person employed in a
bona fide executive, administrative, or professional capacity, as these
terms are defined in Part 541 of Title 29, *Code of Federal
Regulations*, as revised. It includes all such persons regardless of any
contractual relationship that may be alleged to exist between a
Contractor or subcontractor and such persons.

\(b\) *Applicability*. This contract is subject to the following
provisions and to all other applicable provisions of the Act and
regulations of the Secretary of Labor (29 CFR Part 4). This clause does
not apply to contracts or subcontracts administratively exempted by the
Secretary of Labor or exempted by
[41 U.S.C. 356](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+176+0++(41)  AND ((41) ADJ USC)%3ACITE AND (USC w%2F10 (356))%3ACITE         ),
as interpreted in Subpart C of 29 CFR Part 4.

\(c\) Compensation.

\(1\) Each service employee employed in the performance of this contract
by the Contractor or any subcontractor shall be paid not less than the
minimum monetary wages and shall be furnished fringe benefits in
accordance with the wages and fringe benefits determined by the
Secretary of Labor, or authorized representative, as specified in any
wage determination attached to this contract.

(2)(i) If a wage determination is attached to this contract, the
Contractor shall classify any class of service employee which is not
listed therein and which is to be employed under the contract
(*i.e., *the work to be performed is not performed by any classification
listed in the wage determination) so as to provide a reasonable
relationship (*i.e., *appropriate level of skill comparison) between
such unlisted classifications and the classifications listed in the wage
determination. Such conformed class of employees shall be paid the
monetary wages and furnished the fringe benefits as are determined
pursuant to the procedures in this paragraph (c).

\(ii\) This conforming procedure shall be initiated by the Contractor
prior to the performance of contract work by the unlisted class of
employee. The Contractor shall submit [Standard Form
(SF) 1444](http://www.acquisition.gov/comp/far/current/html/FormsStandard63.html#wp1177073),
Request For Authorization of Additional Classification and Rate, to the
Contracting Officer no later than 30 days after the unlisted class of
employee performs any contract work. The Contracting Officer shall
review the proposed classification and rate and promptly submit the
completed
[SF 1444](http://www.acquisition.gov/comp/far/current/html/FormsStandard63.html#wp1177073)
(which must include information regarding the agreement or disagreement
of the employees' authorized representatives or the employees themselves
together with the agency recommendation), and all pertinent information
to the Wage and Hour Division, Employment Standards Administration, U.S.
Department of Labor. The Wage and Hour Division will approve, modify, or
disapprove the action or render a final determination in the event of
disagreement within 30 days of receipt or will notify the Contracting
Officer within 30 days of receipt that additional time is necessary.

\(iii\) The final determination of the conformance action by the Wage
and Hour Division shall be transmitted to the Contracting Officer who
shall promptly notify the Contractor of the action taken. Each affected
employee shall be furnished by the Contractor with a written copy of
such determination or it shall be posted as a part of the wage
determination.

(iv)(A) The process of establishing wage and fringe benefit rates that
bear a reasonable relationship to those listed in a wage determination
cannot be reduced to any single formula. The approach used may vary from
wage determination to wage determination depending on the circumstances.
Standard wage and salary administration practices which rank various job
classifications by pay grade pursuant to point schemes or other job
factors may, for example, be relied upon. Guidance may also be obtained
from the way different jobs are rated under Federal pay systems (Federal
Wage Board Pay System and the General Schedule) or from other wage
determinations issued in the same locality. Basic to the establishment
of any conformable wage rate(s) is the concept that a pay relationship
should be maintained between job classifications based on the skill
required and the duties performed.

\(B\) In the case of a contract modification, an exercise of an option,
or extension of an existing contract, or in any other case where a
Contractor succeeds a contract under which the classification in
question was previously conformed pursuant to paragraph (c) of this
clause, a new conformed wage rate and fringe benefits may be assigned to
the conformed classification by indexing (*i.e., *adjusting) the
previous conformed rate and fringe benefits by an amount equal to the
average (mean) percentage increase (or decrease, where appropriate)
between the wages and fringe benefits specified for all classifications
to be used on the contract which are listed in the current wage
determination, and those specified for the corresponding classifications
in the previously applicable wage determination. Where conforming
actions are accomplished in accordance with this paragraph prior to the
performance of contract work by the unlisted class of employees, the
Contractor shall advise the Contracting Officer of the action taken but
the other procedures in subdivision (c)(2)(ii) of this clause need not
be followed.

\(C\) No employee engaged in performing work on this contract shall in
any event be paid less than the currently applicable minimum wage
specified under section 6(a)(1) of the Fair Labor Standards Act of 1938,
as amended.

\(v\) The wage rate and fringe benefits finally determined under this
paragraph (c)(2) of this clause shall be paid to all employees
performing in the classification from the first day on which contract
work is performed by them in the classification. Failure to pay the
unlisted employees the compensation agreed upon by the interested
parties and/or finally determined by the Wage and Hour Division
retroactive to the date such class of employees commenced contract work
shall be a violation of the Act and this contract.

\(vi\) Upon discovery of failure to comply with paragraph (c)(2) of this
clause, the Wage and Hour Division shall make a final determination of
conformed classification, wage rate, and/or fringe benefits which shall
be retroactive to the date such class or classes of employees commenced
contract work.

\(3\) *Adjustment of compensation*. If the term of this contract is more
than 1 year, the minimum monetary wages and fringe benefits required to
be paid or furnished thereunder to service employees under this contract
shall be subject to adjustment after 1 year and not less often than once
every 2 years, under wage determinations issued by the Wage and Hour
Division.

\(d\) *Obligation to furnish fringe benefits*. The Contractor or
subcontractor may discharge the obligation to furnish fringe benefits
specified in the attachment or determined under paragraph (c)(2) of this
clause by furnishing equivalent combinations of bona fide fringe
benefits, or by making equivalent or differential cash payments, only in
accordance with Subpart D of 29 CFR Part 4.

\(e\) *Minimum wage*. In the absence of a minimum wage attachment for
this contract, neither the Contractor nor any subcontractor under this
contract shall pay any person performing work under this contract
(regardless of whether the person is a service employee) less than the
minimum wage specified by section 6(a)(1) of the Fair Labor Standards
Act of 1938. Nothing in this clause shall relieve the Contractor or any
subcontractor of any other obligation under law or contract for payment
of a higher wage to any employee.

\(f\) *Successor contracts*. If this contract succeeds a contract
subject to the Act under which substantially the same services were
furnished in the same locality and service employees were paid wages and
fringe benefits provided for in a collective bargaining agreement, in
the absence of the minimum wage attachment for this contract setting
forth such collectively bargained wage rates and fringe benefits,
neither the Contractor nor any subcontractor under this contract shall
pay any service employee performing any of the contract work (regardless
of whether or not such employee was employed under the predecessor
contract), less than the wages and fringe benefits provided for in such
collective bargaining agreement, to which such employee would have been
entitled if employed under the predecessor contract, including accrued
wages and fringe benefits and any prospective increases in wages and
fringe benefits provided for under such agreement. No Contractor or
subcontractor under this contract may be relieved of the foregoing
obligation unless the limitations of 29 CFR 4.1b(b) apply or unless the
Secretary of Labor or the Secretary's authorized representative finds,
after a hearing as provided in 29 CFR 4.10 that the wages and/or fringe
benefits provided for in such agreement are substantially at variance
with those which prevail for services of a character similar in the
locality, or determines, as provided in 29 CFR 4.11, that the collective
bargaining agreement applicable to service employees employed under the
predecessor contract was not entered into as a result of arm's length
negotiations. Where it is found in accordance with the review procedures
provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that some or all
of the wages and/or fringe benefits contained in a predecessor
Contractor's collective bargaining agreement are substantially at
variance with those which prevail for services of a character similar in
the locality, and/or that the collective bargaining agreement applicable
to service employees employed under the predecessor contract was not
entered into as a result of arm's length negotiations, the Department
will issue a new or revised wage determination setting forth the
applicable wage rates and fringe benefits. Such determination shall be
made part of the contract or subcontract, in accordance with the
decision of the Administrator, the Administrative Law Judge, or the
Board of Service Contract Appeals, as the case may be, irrespective of
whether such issuance occurs prior to or after the award of a contract
or subcontract (53 Comp. Gen. 401 (1973)). In the case of a wage
determination issued solely as a result of a finding of substantial
variance, such determination shall be effective as of the date of the
final administrative decision.

\(g\) *Notification to employees*. The Contractor and any subcontractor
under this contract shall notify each service employee commencing work
on this contract of the minimum monetary wage and any fringe benefits
required to be paid pursuant to this contract, or shall post the wage
determination attached to this contract. The poster provided by the
Department of Labor (Publication WH 1313) shall be posted in a prominent
and accessible place at the worksite. Failure to comply with this
requirement is a violation of section 2(a)(4) of the Act and of this
contract.

\(h\) *Safe and sanitary working conditions*. The Contractor or
subcontractor shall not permit any part of the services called for by
this contract to be performed in buildings or surroundings or under
working conditions provided by or under the control or supervision of
the Contractor or subcontractor which are unsanitary, hazardous, or
dangerous to the health or safety of the service employees. The
Contractor or subcontractor shall comply with the safety and health
standards applied under 29 CFR Part 1925.

\(i\) Records.

\(1\) The Contractor and each subcontractor performing work subject to
the Act shall make and maintain for 3 years from the completion of the
work, and make them available for inspection and transcription by
authorized representatives of the Wage and Hour Division, Employment
Standards Administration, a record of the following:

\(i\) For each employee subject to the Act---

\(A\) Name and address and social security number;

\(B\) Correct work classification or classifications, rate or rates of
monetary wages paid and fringe benefits provided, rate or rates of
payments in lieu of fringe benefits, and total daily and weekly
compensation;

\(C\) Daily and weekly hours worked by each employee; and

\(D\) Any deductions, rebates, or refunds from the total daily or weekly
compensation of each employee.

\(ii\) For those classes of service employees not included in any wage
determination attached to this contract, wage rates or fringe benefits
determined by the interested parties or by the Administrator or
authorized representative under the terms of paragraph (c) of this
clause. A copy of the report required by subdivision (c)(2)(ii) of this
clause will fulfill this requirement.

\(iii\) Any list of the predecessor Contractor's employees which had
been furnished to the Contractor as prescribed by paragraph (n) of this
clause.

\(2\) The Contractor shall also make available a copy of this contract
for inspection or transcription by authorized representatives of the
Wage and Hour Division.

\(3\) Failure to make and maintain or to make available these records
for inspection and transcription shall be a violation of the regulations
and this contract, and in the case of failure to produce these records,
the Contracting Officer, upon direction of the Department of Labor and
notification to the Contractor, shall take action to cause suspension of
any further payment or advance of funds until the violation ceases.

\(4\) The Contractor shall permit authorized representatives of the Wage
and Hour Division to conduct interviews with employees at the worksite
during normal working hours.

\(j\) *Pay periods*. The Contractor shall unconditionally pay to each
employee subject to the Act all wages due free and clear and without
subsequent deduction (except as otherwise provided by law or
regulations, 29 CFR Part 4), rebate, or kickback on any account. These
payments shall be made no later than one pay period following the end of
the regular pay period in which the wages were earned or accrued. A pay
period under this Act may not be of any duration longer than
semi-monthly.

\(k\) *Withholding of payments and termination of contract*. The
Contracting Officer shall withhold or cause to be withheld from the
Government Prime Contractor under this or any other Government contract
with the Prime Contractor such sums as an appropriate official of the
Department of Labor requests or such sums as the Contracting Officer
decides may be necessary to pay underpaid employees employed by the
Contractor or subcontractor. In the event of failure to pay any
employees subject to the Act all or part of the wages or fringe benefits
due under the Act, the Contracting Officer may, after authorization or
by direction of the Department of Labor and written notification to the
Contractor, take action to cause suspension of any further payment or
advance of funds until such violations have ceased. Additionally, any
failure to comply with the requirements of this clause may be grounds
for termination of the right to proceed with the contract work. In such
event, the Government may enter into other contracts or arrangements for
completion of the work, charging the Contractor in default with any
additional cost.

\(l\) *Subcontracts*. The Contractor agrees to insert this clause in all
subcontracts subject to the Act.

\(m\) *Collective bargaining agreements applicable to service
employees*. If wages to be paid or fringe benefits to be furnished any
service employees employed by the Government Prime Contractor or any
subcontractor under the contract are provided for in a collective
bargaining agreement which is or will be effective during any period in
which the contract is being performed, the Government Prime Contractor
shall report such fact to the Contracting Officer, together with full
information as to the application and accrual of such wages and fringe
benefits, including any prospective increases, to service employees
engaged in work on the contract, and a copy of the collective bargaining
agreement. Such report shall be made upon commencing performance of the
contract, in the case of collective bargaining agreements effective at
such time, and in the case of such agreements or provisions or
amendments thereof effective at a later time during the period of
contract performance such agreements shall be reported promptly after
negotiation thereof.

\(n\) *Seniority list*. Not less than 10 days prior to completion of any
contract being performed at a Federal facility where service employees
may be retained in the performance of the succeeding contract and
subject to a wage determination which contains vacation or other benefit
provisions based upon length of service with a Contractor (predecessor)
or successor (29 CFR 4.173), the incumbent Prime Contractor shall
furnish the Contracting Officer a certified list of the names of all
service employees on the Contractor's or subcontractor's payroll during
the last month of contract performance. Such list shall also contain
anniversary dates of employment on the contract either with the current
or predecessor Contractors of each such service employee. The
Contracting Officer shall turn over such list to the successor
Contractor at the commencement of the succeeding contract.

\(o\) *Rulings and interpretations*. Rulings and interpretations of the
Act are contained in Regulations, 29 CFR Part 4.

\(p\) Contractor's certification.

\(1\) By entering into this contract, the Contractor (and officials
thereof) certifies that neither it (nor he or she) nor any person or
firm who has a substantial interest in the Contractor's firm is a person
or firm ineligible to be awarded Government contracts by virtue of the
sanctions imposed under section 5 of the Act.

\(2\) No part of this contract shall be subcontracted to any person or
firm ineligible for award of a Government contract under section 5 of
the Act.

\(3\) The penalty for making false statements is prescribed in the U.S.
Criminal Code,
[18 U.S.C. 1001](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+568+1++(18)  AND ((18) ADJ USC)%3ACITE AND (USC w%2F10 (1001))%3ACITE         ).

\(q\) *Variations, tolerances, and exemptions involving employment*.
Notwithstanding any of the provisions in paragraphs (b) through (o) of
this clause, the following employees may be employed in accordance with
the following variations, tolerances, and exemptions, which the
Secretary of Labor, pursuant to section 4(b) of the Act prior to its
amendment by Pub. L. 92-473, found to be necessary and proper in the
public interest or to avoid serious impairment of the conduct of
Government business:

\(1\) Apprentices, student-learners, and workers whose earning capacity
is impaired by age, physical or mental deficiency, or injury may be
employed at wages lower than the minimum wages otherwise required by
section 2(a)(1) or 2(b)(1) of the Act without diminishing any fringe
benefits or cash payments in lieu thereof required under section 2(a)(2)
of the Act, in accordance with the conditions and procedures prescribed
for the employment of apprentices, student-learners, handicapped
persons, and handicapped clients of sheltered workshops under section 14
of the Fair Labor Standards Act of 1938, in the regulations issued by
the Administrator (29 CFR parts 520, 521, 524, and 525).

\(2\) The Administrator will issue certificates under the Act for the
employment of apprentices, student-learners, handicapped persons, or
handicapped clients of sheltered workshops not subject to the Fair Labor
Standards Act of 1938, or subject to different minimum rates of pay
under the two acts, authorizing appropriate rates of minimum wages (but
without changing requirements concerning fringe benefits or
supplementary cash payments in lieu thereof), applying procedures
prescribed by the applicable regulations issued under the Fair Labor
Standards Act of 1938 (29 CFR parts 520, 521, 524, and 525).

\(3\) The Administrator will also withdraw, annul, or cancel such
certificates in accordance with the regulations in 29 CFR parts 525 and
528.

\(r\) *Apprentices*. Apprentices will be permitted to work at less than
the predetermined rate for the work they perform when they are employed
and individually registered in a bona fide apprenticeship program
registered with a State Apprenticeship Agency which is recognized by the
U.S. Department of Labor, or if no such recognized agency exists in a
State, under a program registered with the Office of Apprenticeship
Training, Employer, and Labor Services (OATELS), U.S. Department of
Labor. Any employee who is not registered as an apprentice in an
approved program shall be paid the wage rate and fringe benefits
contained in the applicable wage determination for the journeyman
classification of work actually performed. The wage rates paid
apprentices shall not be less than the wage rate for their level of
progress set forth in the registered program, expressed as the
appropriate percentage of the journeyman's rate contained in the
applicable wage determination. The allowable ratio of apprentices to
journeymen employed on the contract work in any craft classification
shall not be greater than the ratio permitted to the Contractor as to
his entire work force under the registered program.

\(s\) *Tips*. An employee engaged in an occupation in which the employee
customarily and regularly receives more than \$30 a month in tips may
have the amount of these tips credited by the employer against the
minimum wage required by section 2(a)(1) or section 2(b)(1) of the Act,
in accordance with section 3(m) of the Fair Labor Standards Act and
Regulations, 29 CFR Part 531. However, the amount of credit shall not
exceed \$1.34 per hour beginning January 1, 1981. To use this
provision---

\(1\) The employer must inform tipped employees about this tip credit
allowance before the credit is utilized;

\(2\) The employees must be allowed to retain all tips (individually or
through a pooling arrangement and regardless of whether the employer
elects to take a credit for tips received);

\(3\) The employer must be able to show by records that the employee
receives at least the applicable Service Contract Act minimum wage
through the combination of direct wages and tip credit; and

\(4\) The use of such tip credit must have been permitted under any
predecessor collective bargaining agreement applicable by virtue of
section 4(c) of the Act.

\(t\) *Disputes concerning labor standards*. The U.S. Department of
Labor has set forth in 29 CFR parts 4, 6, and 8 procedures for resolving
disputes concerning labor standards requirements. Such disputes shall be
resolved in accordance with those procedures and not the Disputes clause
of this contract. Disputes within the meaning of this clause include
disputes between the Contractor (or any of its subcontractors) and the
contracting agency, the U.S. Department of Labor, or the employees or
their representatives.

### I.8 52.222-46  EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993) 

\(a\) Recompetition of service contracts may in some cases result in
lowering the compensation (salaries and fringe benefits) paid or
furnished professional employees. This lowering can be detrimental in
obtaining the quality of professional services needed for adequate
contract performance. It is therefore in the Government's best interest
that professional employees, as defined in 29 CFR 541, be properly and
fairly compensated. As part of their proposals, offerors will submit a
total compensation plan setting forth salaries and fringe benefits
proposed for the professional employees who will work under the
contract. The Government will evaluate the plan to assure that it
reflects a sound management approach and understanding of the contract
requirements. This evaluation will include an assessment of the
offeror's ability to provide uninterrupted high-quality work. The
professional compensation proposed will be considered in terms of its
impact upon recruiting and retention, its realism, and its consistency
with a total plan for compensation. Supporting information will include
data, such as recognized national and regional compensation surveys and
studies of professional, public and private organizations, used in
establishing the total compensation structure.

\(b\) The compensation levels proposed should reflect a clear
understanding of work to be performed and should indicate the capability
of the proposed compensation structure to obtain and keep suitably
qualified personnel to meet mission objectives. The salary rates or
ranges must take into account differences in skills, the complexity of
various disciplines, and professional job difficulty. Additionally,
proposals envisioning compensation levels lower than those of
predecessor contractors for the same work will be evaluated on the basis
of maintaining program continuity, uninterrupted high-quality work, and
availability of required competent professional service employees.
Offerors are cautioned that lowered compensation for essentially the
same professional work may indicate lack of sound management judgment
and lack of understanding of the requirement.

\(c\) The Government is concerned with the quality and stability of the
work force to be employed on this contract. Professional compensation
that is unrealistically low or not in reasonable relationship to the
various job categories, since it may impair the Contractor's ability to
attract and retain competent professional service employees, may be
viewed as evidence of failure to comprehend the complexity of the
contract requirements.

\(d\) Failure to comply with these provisions may constitute sufficient
cause to justify rejection of a proposal.

> **I.9 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)**

+-----------------------------------------------------------------------+
| > The Contractor will be required to design, develop, or operate a    |
| > system of records on individuals, to accomplish an agency function  |
| > subject to the Privacy Act of 1974, Public Law 93-579, December 31, |
| > 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation   |
| > of the Act may involve the imposition of criminal penalties.        |
+-----------------------------------------------------------------------+

> **I.10 52.224-2 PRIVACY ACT (APR 1984)**

+-----------------------------------------------------------------------+
| > \(a\) The Contractor agrees to\--                                   |
| >                                                                     |
| > \(1\) Comply with the Privacy Act of 1974 (the Act) and the agency  |
| > rules and regulations issued under the Act in the design,           |
| > development, or operation of any system of records on individuals   |
| > to accomplish an agency function when the contract specifically     |
| > identifies\--                                                       |
| >                                                                     |
| > \(i\) The systems of records; and                                   |
| >                                                                     |
| > \(ii\) The design, development, or operation work that the          |
| > contractor is to perform;                                           |
| >                                                                     |
| > \(2\) Include the Privacy Act notification contained in this        |
| > contract in every solicitation and resulting subcontract and in     |
| > every subcontract awarded without a solicitation, when the work     |
| > statement in the proposed subcontract requires the redesign,        |
| > development, or operation of a system of records on individuals     |
| > that is subject to the Act; and                                     |
| >                                                                     |
| > \(3\) Include this clause, including this subparagraph (3), in all  |
| > subcontracts awarded under this contract which requires the design, |
| > development, or operation of such a system of records.              |
| >                                                                     |
| > \(b\) In the event of violations of the Act, a civil action may be  |
| > brought against the agency involved when the violation concerns the |
| > design, development, or operation of a system of records on         |
| > individuals to accomplish an agency function, and criminal          |
| > penalties may be imposed upon the officers or employees of the      |
| > agency when the violation concerns the operation of a system of     |
| > records on individuals to accomplish an agency function. For        |
| > purposes of the Act, when the contract is for the operation of a    |
| > system of records on individuals to accomplish an agency function,  |
| > the Contractor is considered to be an employee of the agency.       |
| >                                                                     |
| > (c)(1) \"Operation of a system of records,\" as used in this        |
| > clause, means performance of any of the activities associated with  |
| > maintaining the system of records, including the collection, use,   |
| > and dissemination of records.                                       |
| >                                                                     |
| > \(2\) \"Record,\" as used in this clause, means any item,           |
| > collection, or grouping of information about an individual that is  |
| > maintained by an agency, including, but not limited to, education,  |
| > financial transactions, medical history, and criminal or employment |
| > history and that contains the person\'s name, or the identifying    |
| > number, symbol, or other identifying particular assigned to the     |
| > individual, such as a fingerprint or voiceprint or a photograph.    |
| >                                                                     |
| > \(3\) \"System of records on individuals,\" as used in this clause, |
| > means a group of any records under the control of any agency from   |
| > which information is retrieved by the name of the individual or by  |
| > some identifying number, symbol, or other identifying particular    |
| > assigned to the individual.                                         |
+-----------------------------------------------------------------------+

### I.11 52.232-7  PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (FEB 2007)

The Government will pay the Contractor as follows upon the submission of
vouchers approved by the Contracting Officer or the authorized
representative:

\(a\) *Hourly rate*.

\(1\) *Hourly rate* means the rate(s) prescribed in the contract for
payment for labor that meets the labor category qualifications of a
labor category specified in the contract that are---

\(i\) Performed by the Contractor;

\(ii\) Performed by the subcontractors; or

\(iii\) Transferred between divisions, subsidiaries, or affiliates of
the Contractor under a common control.

\(2\) The amounts shall be computed by multiplying the appropriate
hourly rates prescribed in the Schedule by the number of direct labor
hours performed.

\(3\) The hourly rates shall be paid for all labor performed on the
contract that meets the labor qualifications specified in the contract.
Labor hours incurred to perform tasks for which labor qualifications
were specified in the contract will not be paid to the extent the work
is performed by employees that do not meet the qualifications specified
in the contract, unless specifically authorized by the Contracting
Officer.

\(4\) The hourly rates shall include wages, indirect costs, general and
administrative expense, and profit. Fractional parts of an hour shall be
payable on a prorated basis.

\(5\) Vouchers may be submitted once each month (or at more frequent
intervals, if approved by the Contracting Officer), to the Contracting
Officer or authorized representative. The Contractor shall substantiate
vouchers (including any subcontractor hours reimbursed at the hourly
rate in the schedule) by evidence of actual payment and by---

\(i\) Individual daily job timekeeping records;

\(ii\) Records that verify the employees meet the qualifications for the
labor categories specified in the contract; or

\(iii\) Other substantiation approved by the Contracting Officer.

\(6\) Promptly after receipt of each substantiated voucher, the
Government shall, except as otherwise provided in this contract, and
subject to the terms of paragraph (e) of this clause, pay the voucher as
approved by the Contracting Officer or authorized representative.

\(7\) Unless otherwise prescribed in the Schedule, the Contracting
Officer may unilaterally issue a contract modification requiring the
Contractor to withhold amounts from its billings until a reserve is set
aside in an amount that the Contracting Officer considers necessary to
protect the Government\'s interests. The Contracting Officer may require
a withhold of 5 percent of the amounts due under paragraph (a) of this
clause, but the total amount withheld for the contract shall not exceed
\$50,000. The amounts withheld shall be retained until the Contractor
executes and delivers the release required by paragraph (g) of this
clause.

\(8\) Unless the Schedule prescribes otherwise, the hourly rates in the
Schedule shall not be varied by virtue of the Contractor having
performed work on an overtime basis. If no overtime rates are provided
in the Schedule and overtime work is approved in advance by the
Contracting Officer, overtime rates shall be negotiated. Failure to
agree upon these overtime rates shall be treated as a dispute under the
Disputes clause of this contract. If the Schedule provides rates for
overtime, the premium portion of those rates will be reimbursable only
to the extent the overtime is approved by the Contracting Officer.

\(b\) *Materials.*

\(1\) or the purposes of this clause---

\(i\) *Direct materials* means those materials that enter directly into
the end product, or that are used or consumed directly in connection
with the furnishing of the end product or service.

\(ii\) *Materials* means---

\(A\) Direct materials, including supplies transferred between
divisions, subsidiaries, or affiliates of the Contractor under a common
control;

\(B\) Subcontracts for supplies and incidental services for which there
is not a labor category specified in the contract;

\(C\) Other direct costs (*e.g.*, incidental services for which there is
not a labor category specified in the contract, travel, computer usage
charges, etc.); and

\(D\) Applicable indirect costs.

\(2\) If the Contractor furnishes its own materials that meet the
definition of a commercial item at 2.101, the price to be paid for such
materials shall not exceed the Contractor\'s established catalog or
market price, adjusted to reflect the---

\(i\) Quantities being acquired; and

\(ii\) Actual cost of any modifications necessary because of contract
requirements.

\(3\) Except as provided for in paragraph (b)(2) of this clause, the
Government will reimburse the Contractor for allowable cost of materials
provided the Contractor---

\(i\) Has made payments for materials in accordance with the terms and
conditions of the agreement or invoice; or

\(ii\) Ordinarily makes these payments within 30 days of the submission
of the Contractor\'s payment request to the Government and such payment
is in accordance with the terms and conditions of the agreement or
invoice.

\(4\) Payment for materials is subject to the Allowable Cost and Payment
clause of this contract. The Contracting Officer will determine
allowable costs of materials in accordance with Subpart 31.2 of the
Federal Acquisition Regulation (FAR) in effect on the date of this
contract.

\(5\) The Contractor may include allocable indirect costs and other
direct costs to the extent they are---

\(i\) Comprised only of costs that are clearly excluded from the hourly
rate;

\(ii\) Allocated in accordance with the Contractor\'s written or
established accounting practices; and

\(iii\) Indirect costs are not applied to subcontracts that are paid at
the hourly rates.

\(6\) To the extent able, the Contractor shall---

\(i\) Obtain materials at the most advantageous prices available with
due regard to securing prompt delivery of satisfactory materials; and

\(ii\) Take all cash and trade discounts, rebates, allowances, credits,
salvage, commissions, and other benefits. When unable to take advantage
of the benefits, the Contractor shall promptly notify the Contracting
Officer and give the reasons. The Contractor shall give credit to the
Government for cash and trade discounts, rebates, scrap, commissions,
and other amounts that have accrued to the benefit of the Contractor, or
would have accrued except for the fault or neglect of the Contractor.
The Contractor shall not deduct from gross costs the benefits lost
without fault or neglect on the part of the Contractor, or lost through
fault of the Government.

\(7\) Except as provided for in 31.205-26(e) and (f), the Government
will not pay profit or fee to the prime Contractor on materials.

\(c\) If the Contractor enters into any subcontract that requires
consent under the clause at 52.244-2, Subcontracts, without obtaining
such consent, the Government is not required to reimburse the Contractor
for any costs incurred under the subcontract prior to the date the
Contractor obtains the required consent. Any reimbursement of
subcontract costs incurred prior to the date the consent was obtained
shall be at the sole discretion of the Government.

\(d\) *Total cost*. It is estimated that the total cost to the
Government for the performance of this contract shall not exceed the
ceiling price set forth in the Schedule, and the Contractor agrees to
use its best efforts to perform the work specified in the Schedule and
all obligations under this contract within such ceiling price. If at any
time the Contractor has reason to believe that the hourly rate payments
and material costs that will accrue in performing this contract in the
next succeeding 30 days, if added to all other payments and costs
previously accrued, will exceed 85 percent of the ceiling price in the
Schedule, the Contractor shall notify the Contracting Officer giving a
revised estimate of the total price to the Government for performing
this contract with supporting reasons and documentation. If at any time
during performing this contract, the Contractor has reason to believe
that the total price to the Government for performing this contract will
be substantially greater or less than the then stated ceiling price, the
Contractor shall so notify the Contracting Officer, giving a revised
estimate of the total price for performing this contract, with
supporting reasons and documentation. If at any time during performing
this contract, the Government has reason to believe that the work to be
required in performing this contract will be substantially greater or
less than the stated ceiling price, the Contracting Officer will so
advise the Contractor, giving the then revised estimate of the total
amount of effort to be required under the contract.

\(e\) *Ceiling price*. The Government will not be obligated to pay the
Contractor any amount in excess of the ceiling price in the Schedule,
and the Contractor shall not be obligated to continue performance if to
do so would exceed the ceiling price set forth in the Schedule, unless
and until the Contracting Officer notifies the Contractor in writing
that the ceiling price has been increased and specifies in the notice a
revised ceiling that shall constitute the ceiling price for performance
under this contract. When and to the extent that the ceiling price set
forth in the Schedule has been increased, any hours expended and
material costs incurred by the Contractor in excess of the ceiling price
before the increase shall be allowable to the same extent as if the
hours expended and material costs had been incurred after the increase
in the ceiling price.

\(f\) *Audit*. At any time before final payment under this contract, the
Contracting Officer may request audit of the vouchers and supporting
documentation. Each payment previously made shall be subject to
reduction to the extent of amounts, on preceding vouchers, that are
found by the Contracting Officer or authorized representative not to
have been properly payable and shall also be subject to reduction for
overpayments or to increase for underpayments. Upon receipt and approval
of the voucher designated by the Contractor as the "completion voucher"
and supporting documentation, and upon compliance by the Contractor with
all terms of this contract (including, without limitation, terms
relating to patents and the terms of paragraph (g) of this clause), the
Government shall promptly pay any balance due the Contractor. The
completion voucher, and supporting documentation, shall be submitted by
the Contractor as promptly as practicable following completion of the
work under this contract, but in no event later than 1 year (or such
longer period as the Contracting Officer may approve in writing) from
the date of completion.

\(g\) *Assignment and Release of Claims*. The Contractor, and each
assignee under an assignment entered into under this contract and in
effect at the time of final payment under this contract, shall execute
and deliver, at the time of and as a condition precedent to final
payment under this contract, a release discharging the Government, its
officers, agents, and employees of and from all liabilities,
obligations, and claims arising out of or under this contract, subject
only to the following exceptions:

\(1\) Specified claims in stated amounts, or in estimated amounts if the
amounts are not susceptible of exact statement by the Contractor.

\(2\) Claims, together with reasonable incidental expenses, based upon
the liabilities of the Contractor to third parties arising out of
performing this contract, that are not known to the Contractor on the
date of the execution of the release, and of which the Contractor gives
notice in writing to the Contracting Officer not more than 6 years after
the date of the release or the date of any notice to the Contractor that
the Government is prepared to make final payment, whichever is earlier.

\(3\) Claims for reimbursement of costs (other than expenses of the
Contractor by reason of its indemnification of the Government against
patent liability), including reasonable incidental expenses, incurred by
the Contractor under the terms of this contract relating to patents.

\(h\) *Interim payments on contracts for other than services.*

\(1\) Interim payments made prior to the final payment under the
contract are contract financing payments. Contract financing payments
are not subject to the interest penalty provisions of the Prompt Payment
Act.

\(2\) The designated payment office will make interim payments for
contract financing on the 30^th^ day after the designated billing office
receives a proper payment request. In the event that the Government
requires an audit or other review of a specific payment request to
ensure compliance with the terms and conditions of the contract, the
designated payment office is not compelled to make payment by the
specified due date.

\(i\) *Interim payments on contracts for services*. For interim payments
made prior to the final payment under this contract, the Government will
make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903)
and prompt payment regulations at 5 CFR part 1315.

\(j\) The terms of this clause that govern reimbursement for materials
furnished are considered to have been deleted.

**I.12 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER\--CENTRAL
CONTRACTOR REGISTRATION (OCT 2003)**

+-----------------------------------------------------------------------+
| > \(a\) Method of payment.                                            |
| >                                                                     |
| > \(1\) All payments by the Government under this contract shall be   |
| > made by electronic funds transfer (EFT), except as provided in      |
| > paragraph (a)(2) of this clause. As used in this clause, the term   |
| > \"EFT\" refers to the funds transfer and may also include the       |
| > payment information transfer.                                       |
| >                                                                     |
| > \(2\) In the event the Government is unable to release one or more  |
| > payments by EFT, the Contractor agrees to either-                   |
| >                                                                     |
| > \(i\) Accept payment by check or some other mutually agreeable      |
| > method of payment; or                                               |
| >                                                                     |
| > \(ii\) Request the Government to extend the payment due date until  |
| > such time as the Government can make payment by EFT (but see        |
| > paragraph (d) of this clause).                                      |
| >                                                                     |
| > \(b\) Contractor\'s EFT information. The Government shall make      |
| > payment to the Contractor using the EFT information contained in    |
| > the Central Contractor Registration (CCR) database. In the event    |
| > that the EFT information changes, the Contractor shall be           |
| > responsible for providing the updated information to the CCR        |
| > database.                                                           |
| >                                                                     |
| > \(c\) Mechanisms for EFT payment. The Government may make payment   |
| > by EFT through either the Automated Clearing House (ACH) network,   |
| > subject to the rules of the National Automated Clearing House       |
| > Association, or the Fedwire Transfer System. The rules governing    |
| > Federal payments through the ACH are contained in 31 CFR Part 210.  |
| >                                                                     |
| > \(d\) Suspension of payment. If the Contractor\'s EFT information   |
| > in the CCR database is incorrect, then the Government need not make |
| > payment to the Contractor under this contract until correct EFT     |
| > information is entered into the CCR database; and any invoice or    |
| > contract financing request shall be deemed not to be a proper       |
| > invoice for the purpose of prompt payment under this contract. The  |
| > prompt payment terms of the contract regarding notice of an         |
| > improper invoice and delays in accrual of interest penalties apply. |
| >                                                                     |
| > \(e\) Liability for uncompleted or erroneous transfers.             |
| >                                                                     |
| > \(1\) If an uncompleted or erroneous transfer occurs because the    |
| > Government used the Contractor\'s EFT information incorrectly, the  |
| > Government remains responsible for-                                 |
| >                                                                     |
| > \(i\) Making a correct payment;                                     |
| >                                                                     |
| > \(ii\) Paying any prompt payment penalty due; and                   |
| >                                                                     |
| > \(iii\) Recovering any erroneously directed funds.                  |
| >                                                                     |
| > \(2\) If an uncompleted or erroneous transfer occurs because the    |
| > Contractor\'s EFT information was incorrect, or was revised within  |
| > 30 days of Government release of the EFT payment transaction        |
| > instruction to the Federal Reserve System, and-                     |
| >                                                                     |
| > \(i\) If the funds are no longer under the control of the payment   |
| > office, the Government is deemed to have made payment and the       |
| > Contractor is responsible for recovery of any erroneously directed  |
| > funds; or                                                           |
| >                                                                     |
| > \(ii\) If the funds remain under the control of the payment office, |
| > the Government shall not make payment, and the provisions of        |
| > paragraph (d) of this clause shall apply.                           |
| >                                                                     |
| > \(f\) EFT and prompt payment. A payment shall be deemed to have     |
| > been made in a timely manner in accordance with the prompt payment  |
| > terms of this contract if, in the EFT payment transaction           |
| > instruction released to the Federal Reserve System, the date        |
| > specified for settlement of the payment is on or before the prompt  |
| > payment due date, provided the specified payment date is a valid    |
| > date under the rules of the Federal Reserve System.                 |
| >                                                                     |
| > \(g\) EFT and assignment of claims. If the Contractor assigns the   |
| > proceeds of this contract as provided for in the assignment of      |
| > claims terms of this contract, the Contractor shall require as a    |
| > condition of any such assignment, that the assignee shall register  |
| > separately in the CCR database and shall be paid by EFT in          |
| > accordance with the terms of this clause. Notwithstanding any other |
| > requirement of this contract, payment to an ultimate recipient      |
| > other than the Contractor, or a financial institution properly      |
| > recognized under an assignment of claims pursuant to Subpart 32.8,  |
| > is not permitted. In all respects, the requirements of this clause  |
| > shall apply to the assignee as if it were the Contractor. EFT       |
| > information that shows the ultimate recipient of the transfer to be |
| > other than the Contractor, in the absence of a proper assignment of |
| > claims acceptable to the Government, is incorrect EFT information   |
| > within the meaning of paragraph (d) of this clause.                 |
| >                                                                     |
| > \(h\) Liability for change of EFT information by financial agent.   |
| > The Government is not liable for errors resulting from changes to   |
| > EFT information made by the Contractor\'s financial agent.          |
| >                                                                     |
| > \(i\) Payment information. The payment or disbursing office shall   |
| > forward to the Contractor available payment information that is     |
| > suitable for transmission as of the date of release of the EFT      |
| > instruction to the Federal Reserve System. The Government may       |
| > request the Contractor to designate a desired format and method(s)  |
| > for delivery of payment information from a list of formats and      |
| > methods the payment office is capable of executing. However, the    |
| > Government does not guarantee that any particular format or method  |
| > of delivery is available at any particular payment office and       |
| > retains the latitude to use the format and delivery method most     |
| > convenient to the Government. If the Government makes payment by    |
| > check in accordance with paragraph (a) of this clause, the          |
| > Government shall mail the payment information to the remittance     |
| > address contained in the CCR database.                              |
+-----------------------------------------------------------------------+

**I.13 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND
VEGETATION (APR 1984)**

+-----------------------------------------------------------------------+
| > The Contractor shall use reasonable care to avoid damaging existing |
| > buildings, equipment, and vegetation on the Government              |
| > installation. If the Contractor\'s failure to use reasonable care   |
| > causes damage to any of this property, the Contractor shall replace |
| > or repair the damage at no expense to the Government as the         |
| > Contracting Officer directs. If the Contractor fails or refuses to  |
| > make such repair or replacement, the Contractor shall be liable for |
| > the cost, which may be deducted from the contract price.            |
+-----------------------------------------------------------------------+

> **I.14 52.237-3 CONTINUITY OF SERVICES (JAN 1991)**

+-----------------------------------------------------------------------+
| > \(a\) The Contractor recognizes that the services under this        |
| > contract are vital to the Government and must be continued without  |
| > interruption and that, upon contract expiration, a successor,       |
| > either the Government or another contractor, may continue them. The |
| > Contractor agrees to-                                               |
| >                                                                     |
| > \(1\) furnish phase-in training; and                                |
| >                                                                     |
| > \(2\) exercise its best efforts and cooperation to effect an        |
| > orderly and efficient transition to a successor.                    |
| >                                                                     |
| > \(b\) The Contractor shall, upon the Contracting Officer\'s written |
| > notice, (1) furnish phase-in, phase-out services for up to 90 days  |
| > after this contract expires and                                     |
| >                                                                     |
| > \(2\) negotiate in good faith a plan with a successor to determine  |
| > the nature and extent of phase-in, phase-out services required. The |
| > plan shall specify a training program and a date for transferring   |
| > responsibilities for each division of work described in the plan,   |
| > and shall be subject to the Contracting Officer\'s approval. The    |
| > Contractor shall provide sufficient experienced personnel during    |
| > the phase-in, phase-out period to ensure that the services called   |
| > for by this contract are maintained at the required level of        |
| > proficiency.                                                        |
| >                                                                     |
| > \(c\) The Contractor shall allow as many personnel as practicable   |
| > to remain on the job to help the successor maintain the continuity  |
| > and consistency of the services required by this contract. The      |
| > Contractor also shall disclose necessary personnel records and      |
| > allow the successor to conduct on-site interviews with these        |
| > employees. If selected employees are agreeable to the change, the   |
| > Contractor shall release them at a mutually agreeable date and      |
| > negotiate transfer of their earned fringe benefits to the           |
| > successor.                                                          |
| >                                                                     |
| > \(d\) The Contractor shall be reimbursed for all reasonable         |
| > phase-in, phase-out costs (i.e., costs incurred within the agreed   |
| > period after contract expiration that result from phase-in,         |
| > phase-out operations) and a fee (profit) not to exceed a pro rata   |
| > portion of the fee (profit) under this contract.                    |
+-----------------------------------------------------------------------+

### I.15 52.237-10  IDENTIFICATION OF UNCOMPENSATED OVERTIME (OCT 1997)

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

"Uncompensated overtime" means the hours worked without additional
compensation in excess of an average of 40 hours per week by direct
charge employees who are exempt from the Fair Labor Standards Act.
Compensated personal absences such as holidays, vacations, and sick
leave shall be included in the normal work week for purposes of
computing uncompensated overtime hours.

"Uncompensated overtime rate" is the rate that results from multiplying
the hourly rate for a 40-hour work week by 40, and then dividing by the
proposed hours per week. For example, 45 hours proposed on a 40-hour
work week basis at \$20 per hour would be converted to an uncompensated
overtime rate of \$17.78 per hour (\$20.00 ´ 40 divided by 45 =
\$17.78).

\(b\) For any proposed hours against which an uncompensated overtime
rate is applied, the offeror shall identify in its proposal the hours in
excess of an average of 40 hours per week, by labor category at the same
level of detail as compensated hours, and the uncompensated overtime
rate per hour, whether at the prime or subcontract level. This includes
uncompensated overtime hours that are in indirect cost pools for
personnel whose regular hours are normally charged direct.

\(c\) The offeror's accounting practices used to estimate uncompensated
overtime must be consistent with its cost accounting practices used to
accumulate and report uncompensated overtime hours.

\(d\) Proposals that include unrealistically low labor rates, or that do
not otherwise demonstrate cost realism, will be considered in a risk
assessment and will be evaluated for award in accordance with that
assessment.

\(e\) The offeror shall include a copy of its policy addressing
uncompensated overtime with its proposal.

### I.16 52.239-1  PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) 

\(a\) The Contractor shall not publish or disclose in any manner,
without the Contracting Officer's written consent, the details of any
safeguards either designed or developed by the Contractor under this
contract or otherwise provided by the Government.

\(b\) To the extent required to carry out a program of inspection to
safeguard against threats and hazards to the security, integrity, and
confidentiality of Government data, the Contractor shall afford the
Government access to the Contractor's facilities, installations,
technical capabilities, operations, documentation, records, and
databases.

\(c\) If new or unanticipated threats or hazards are discovered by
either the Government or the Contractor, or if existing safeguards have
ceased to function, the discoverer shall immediately bring the situation
to the attention of the other party.

**I.17** 52.247-28 CONTRACTOR\'S INVOICES (APR 1984)

+-----------------------------------------------------------------------+
| > The Contractor shall submit itemized invoices as instructed by the  |
| > agency ordering services under this contract. The Contractor shall  |
| > annotate each invoice with the contract number and other ordering   |
| > office document identification.                                     |
+-----------------------------------------------------------------------+

> **I.18 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as

if they were given in full text. Upon request, the Contracting Officer
will make their full text

available. Also, the full text of a clause may be accessed
electronically at this address:
[www.arnet.gov/far/.](http://www.arnet./)

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

CLAUSE

[NUMBER]{.underline} [TITLE]{.underline} [DATE]{.underline}

52.203-5 Covenant Against Contingent Fees APR 1984

52.203-7 Anti-Kickback Procedures JUL 1995

52.222.35 Equal Opportunity for Special Disabled

Veterans of the Vietnam Era, and Other

Eligible Veterans SEPT 2006

52.222-37 Employment Reports on Special Disabled

Veterans, Veterans of the Vietnam Era and

Other Eligible Veterans SEPT 2006

52.223-6 Drug-Free Workplace MAY 2001

52.227-14 Rights in Data-General JUN 1987

52.232-18 Availability of Funds APR 1984

52.233-2 Service of Protest SEPT 2006

52.233-3 Protest After Award AUG 1996

52.243-2 Changes -- Time and Materials or Labor Hours SEPT 2000

52.246-6 Inspection -- Time and Materials and Labor Hours MAY 2001

**I.19 IRSAP 1052.204-9001 - IDENTIFICATION/BADGING REQUIREMENTS**

**(MAR 1998)**

> During the period of this contract, access to IRS facilities for
> contractor representatives shall be granted as deemed necessary by the
> Government. All contractor employees whose duties under this contract
> require their presence at any Treasury, or Treasury bureau, facility
> shall be clearly identifiable by a distinctive badge furnished by the
> Government. In addition, corporate identification badges shall be worn
> on the outer garment at all times. It is the sole responsibility of
> the Contractor to provide this corporate identification. Upon the
> termination of the employment of any contractor personnel working on
> this contract, all Government furnished identification shall be
> returned to the issuing office. All on-site contractor personnel shall
> abide by security regulations applicable to that site.

**I.20 IRSAP 1052.223-9000(c) -- DISCLOSURE OF INFORMATION-SAFEGUARDS**

**(JAN 1998)**

In performing the services described herein, the Contractor agrees to
comply and assume responsibility for compliance by his/her employees
with the following requirements:

\(a\) All work shall be performed under the supervision of the
Contractor or the Contractor\'s responsible employees.

 

\(b\) Any confidential tax information made available in any format
shall be used only for the purpose of carrying out the provisions of
this contract. Confidential tax information includes all identifying
taxpayer information and return or return information as defined by
section 6103(b) of the Internal Revenue Code. This confidential tax
information shall not be divulged or made known in any manner to any
person except as may be necessary in the performance of this contract.
Inspection by or disclosure to anyone other than an officer or employee
of the Contractor shall require prior written approval of the Internal
Revenue Service. Requests to make such inspections or disclosures should
be addressed to the IRS Contracting Officer.

 

\(c\) All confidential tax information shall be accounted for upon
receipt and properly stored before, during, and after processing. In
addition, all related output shall be given the same level of protection
as required for the source material.

  d) The Contractor certifies that the data processed during the
performance of this contract shall be completely purged from all data
storage components of his/her computer facility, and no output will be
retained by the Contractor at the time the IRS work is completed. If
immediate purging of all data storage components is not possible, the
Contractor certifies that any IRS data remaining in any storage
component will be safeguarded to prevent unauthorized inspections or
disclosures.

 

\(e\) Any spoilage or any intermediate hard copy printout, which may
result during the processing of IRS data, shall be given to the IRS
Contracting Officer or his/her designee. When this is not possible, the
Contractor will be responsible for the destruction of the spoilage or
any intermediate hard copy printouts, and shall provide the IRS
Contracting Officer or his/her designee with a statement containing the
date of destruction, description of material destroyed, and the method
used.

\(f\) No work involving information furnished under this contract will
be subcontracted without the specific written approval of the IRS
Contracting Officer.

Subcontractors are held to the same level of confidentiality and privacy
requirements inclusive of special contract requirements as is the
Contractor.

\(g\) All computer systems processing, storing and transmitting tax data

must meet or exceed controlled access protections (CAP) wherein the
operating security features of the system has the following minimum
requirements: an approved security policy, accountability, assurance and
documentation. All security features must be available (object reuse,
audit trails, identification/authentication and discretionary access
control) and activated to protect against unauthorized access, use,
disclosure, disruption, modification, or destruction of federal tax
information. All computer systems are required to be compliant with the
Federal Information Security Management Act of 2002 (FISMA) pursuant to
Section 3544(a)(1)(A)(ii). In this regard, NIST standards and guidance
must be implemented and adhered to by the Contractor.

\(h\) Should a Contractor or one of his/her officer(s) or employees make
any unauthorized inspection(s) or disclosure(s) of confidential tax
information, the terms of the default clause (FAR 52.249-8),
incorporated herein by reference, may be invoked, and the Contractor
will be considered to be in breach of this contract.

\(i\) The Contractor will ensure that his/her officers and employees
will adhere

to the written procedures from IRS in regards to the receipt, processing
and handling of

all tax returns and return information, as well as the storage and
transmitting thereof. [The location of all tax returns and return
information and any products made there from, will be fully accounted
for (logged/tracked) at all times by the Contractor]{.underline}.

\(j\) Reporting Requirements: The Contractor will submit a Safeguards
Procedures Report to the IRS COTR 45 days prior to initial receipt of
Federal tax information. The COTR will refer to the report to the Office
of Safeguards for approval, prior to actual disclosures of Federal tax
information. The Contractor will annually thereafter, submit a
Safeguards Activity Report to the IRS COTR. See J.12: Schedule of
deliverables.

**I.21 IRSAP** **1052.224-9000(d) -- DISCLOSURE OF "OFFICIAL USE ONLY"**

**INFORMATION SAFEGUARDS (JAN 1998)**

Any Treasury Department information made available or to which access is
provided, and which is marked or should be marked "Official Use Only",
shall be used only for the purpose of carrying out the provisions of
this contract and shall not be divulged or made known in any manner to
any person except as may be necessary in the performance of the
contract. Disclosure to anyone other than an officer or employee of the
Contractor shall require prior written approval of the IRS. Requests to
make such disclosure should be addressed to the IRS Contracting Officer.

**I.22 IRSAP 1052.224-9001 - DISCLOSURE OF INFORMATION-OFFICIAL USE
ONLY**

**(DEC 1988)**

Each officer or employee of the contractor or subcontractor at any tier
to whom \"Official Use Only\" information may be made available or
disclosed shall be notified in writing by the contractor that \"Official
Use Only\" information disclosed to such officer or employee can be used
only for a purpose and to the extent authorized herein, and that further
disclosure of any such \"Official Use Only\" information, by any means,
for a purpose or to an extent unauthorized herein, may subject the
offender to criminal sanctions imposed by 18 U.S.C. Sections 641 and
3571. Section 641 of 18 U.S.C. provides, in pertinent part, that whoever
knowingly converts to his use or the use of another, or without
authority sells, conveys, or disposes of any record of the United States
or whoever receives the same with the intent to convert it to his use or
gain, knowing it to have been converted, shall be guilty of a crime
punishable by a fine or imprisoned up to ten years or both.

**I.23 IRSAP 1052.224-9001(a) DISCLOSURE OF INFORMATION\--CRIMINAL/CIVIL
SANCTIONS (JAN 1998)**

\(a\) Each officer or employee of any Contractor to whom tax returns or
return information is or may be disclosed shall be notified in writing
by the Contractor that returns or return information disclosed to such
officer or employee can be used only for a purpose and to the extent
authorized herein, and that further disclosure of any such returns or
return information for a purpose or to an extent unauthorized herein
constitutes a felony punishable upon conviction by a fine of as much as
\$5,000 or imprisonment for as long as five years, or both, together
with the costs of prosecution. Such person shall also notify each such
officer and employee that any such unauthorized future disclosure of
returns or return information may also result in an award of civil
damages against the officer or employee in an amount not less than
\$1,000 with respect to each instance of unauthorized disclosure, plus
in the case of willful disclosure or a disclosure which is the result of
gross negligence, punitive damages, plus the cost of the action. These
penalties are prescribed by IRC Section 7213 and 7431 and set forth at
26 CFR 301.6103(n)-1.

\(b\) Each officer or employee of any person (Contractor or
subcontractor) to

whom returns or return information is or may be disclosed shall be
notified in writing by such person that any return or return information
made available in any format shall be used only for the purpose of
carrying out the provisions of this contract and that inspection of any
such returns or return information for a purpose or to an extent not
authorized herein constitutes a criminal misdemeanor punishable upon
conviction by a fine of as much as \$1,000 or imprisonment for as long
as 1 year, or both, together with the costs of prosecution. Such person
(Contractor or subcontractor) shall also notify each such officer and
employee that any such unauthorized inspection of returns or return
information may also result in an award of civil damages against the
officer or employee in an amount equal to the sum of the greater of
\$1,000 for each act of unauthorized inspection with respect to which
such defendant is found liable or the sum of the actual damages
sustained by the plaintiff as a result of such unauthorized inspection
plus in the case of a willful inspection or an inspection which is the
result of gross negligence, punitive damages, plus the costs of the
action. The penalties are prescribed by IRC Sections 7213A and 7431.

\(c\) Additionally, it is incumbent upon the Contractor to inform its
officers and employees of the penalties for unauthorized disclosure
imposed by the Privacy Act of 1974, 5 USC 552a. Specifically, 5 USC
552a(i)(1), which is made applicable to Contractors by 5 USC 552a(m)(1),
provides that any officer or employee of a Contractor, who by virtue of
his/her employment or official position, has possession of or access to
agency records which contain individually identifiable information, the
disclosure of which is prohibited by the Privacy Act or regulations
established hereunder, and who knowing that disclosure of the specific
material is so prohibited, willfully discloses the material in any
manner to any person or agency not entitled to receive it, shall be
guilty of a misdemeanor and fined not more than \$5,000.

**I.24 IRSAP 1052.224‑9001(b) - DISCLOSURE OF INFORMATION---OFFICIAL**

**USE ONLY (JAN 1998)**

Each officer or employee of the Contractor to whom "Official Use Only"
information may be made available or disclosed shall be notified in
writing by the Contractor that "Official Use Only" information disclosed
to such officer or employee can be used only for a purpose and to the
extent authorized herein, and that further disclosure of any such
"Official Use Only" information, by any means, for a purpose or to an
extent unauthorized herein, may subject the offender to criminal
sanctions imposed by 18 USC Sections 641 and 3571. Section 641 of 18 USC
provides, in pertinent part, that whoever knowingly converts to his use
or the use of another, or without authority sells, conveys, or disposes
of any record of the United States or whoever receives the same with the
intent to convert it to his use or gain, knowing it has been converted,
shall be guilty of a crime punishable by a fine or imprisoned up to ten
years or both.

**I.25 IRSAP 1052.242-9000\--POST AWARD EVALUATION OF CONTRACTOR
PERFORMANCE (SEP 2000)**

a.  [Contractor Performance Evaluations]{.underline}

Interim and final evaluations of contractor performance will be prepared
on this contract in accordance with FAR Subpart 42.15. A final
performance evaluation will be prepared at the time of completion of
work. In addition to the final evaluation, interim evaluations will be
prepared annually at the end of the base year and each option year
period to coincide with the anniversary date of the contract.

Interim and final evaluations will be provided to the Contractor as soon
as practicable after completion of the evaluation. The Contractor will
be permitted thirty days to review the document and to submit additional
information or a rebutting statement. Any disagreement between the
parties regarding an evaluation will be referred to an individual one
level above the Contracting Officer, whose decision will be final.

Copies of the evaluations, Contractor responses, and review comments, if
any, will be retained as part of the contract file, and may be used to
support future award decisions.

b.  [Electronic Access to Contractor Performance
    Evaluations]{.underline}

Contractors that have Internet capability may access evaluations through
a secure Web site for review and comment by completing the registration
form that can be obtained via the Internet at
<http://ocm.od.nih.gov/cdmp/cps_contractor.htm>[.]{.underline}

The registration process requires the contractor to identify an
individual that will serve as a primary contact and who will be
authorized access to the evaluation for review and comment. In addition,
the Contractor will be required to identify an alternate contact who
will be responsible for notifying the cognizant contracting official in
the event the primary contact is unavailable to process the evaluation
within the required 30-day time frame.

**PART III -- LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS**

**SECTION J**

1\. Service Contract Act Wage Determination #2005-2573, REV #2 dated
12/08/2006.

**PART IV -- REPRESENTATIONS, CERTIFICATIONS AND OTHER**

**STATEMENTS OF THE OFFERORS**

**SECTION K**

### K.1 52.204-3  TAXPAYER IDENTIFICATION (OCT 1998)

(a) *Definitions*.

"Common parent," as used in this provision, means that corporate entity
that owns or controls an affiliated group of corporations that files its
Federal income tax returns on a consolidated basis, and of which the
offeror is a member.

"Taxpayer Identification Number (TIN)," as used in this provision, means
the number required by the Internal Revenue Service (IRS) to be used by
the offeror in reporting income tax and other returns. The TIN may be
either a Social Security Number or an Employer Identification Number.

\(b\) All offerors must submit the information required in
paragraphs (d) through (f) of this provision to comply with debt
collection requirements of
[31 U.S.C. 7701(c)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+2162+0++(31)  AND ((31) ADJ USC)%3ACITE AND (USC w%2F10 (7701))%3ACITE         )
and 3325(d), reporting requirements of
[26 U.S.C. 6041](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t26t28+1858+1++(26)  AND ((26) ADJ USC)%3ACITE AND (USC w%2F10 (6041))%3ACITE         ),
6041A, and 6050M, and implementing regulations issued by the IRS. If the
resulting contract is subject to the payment reporting requirements
described in Federal Acquisition Regulation (FAR)
[4.904](http://www.acquisition.gov/comp/far/current/html/Subpart 4_9.html#wp1091081),
the failure or refusal by the offeror to furnish the information may
result in a 31 percent reduction of payments otherwise due under the
contract.

\(c\) The TIN may be used by the Government to collect and report on any
delinquent amounts arising out of the offeror's relationship with the
Government
([31 U.S.C. 7701(c)(3)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+2162+0++(31)  AND ((31) ADJ USC)%3ACITE AND (USC w%2F10 (7701))%3ACITE         )).
If the resulting contract is subject to the payment reporting
requirements described in
FAR [4.904](http://www.acquisition.gov/comp/far/current/html/Subpart 4_9.html#wp1091081),
the TIN provided hereunder may be matched with IRS records to verify the
accuracy of the offeror's TIN.

\(d\) *Taxpayer Identification Number (TIN)*.

o  TIN:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

o  TIN has been applied for.

o  TIN is not required because:

o  Offeror is a nonresident alien, foreign corporation, or foreign
partnership that does not have income effectively connected with the
conduct of a trade or business in the United States and does not have an
office or place of business or a fiscal paying agent in the United
States;

o  Offeror is an agency or instrumentality of a foreign government;

o  Offeror is an agency or instrumentality of the Federal Government.

\(e\) *Type of organization*.

o  Sole proprietorship;

o  Partnership;

o  Corporate entity (not tax-exempt);

o  Corporate entity (tax-exempt);

o  Government entity (Federal, State, or local);

o  Foreign government;

o  International organization per 26 CFR 1.6049-4;

o  Other
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

\(f\) *Common parent*.

o  Offeror is not owned or controlled by a common parent as defined in
paragraph (a) of this provision.

o  Name and TIN of common parent:

Name
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

TIN \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

### K.2 52.204-5  WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999)

(a) *Definition.* "Women-owned business concern," as used in this
provision, means a concern that is at least 51 percent owned by one or
more women; or in the case of any publicly owned business, at least
51 percent of its stock is owned by one or more women; and whose
management and daily business operations are controlled by one or more
women.

\(b\) *Representation*. \[*Complete only if the offeror is a women-owned
business concern and has not represented itself as a small business
concern in paragraph (b)(1) of
FAR *[52.219-1](http://acquisition.gov/far/current/html/52_217_221.html#wp1135900)*,
Small Business Program Representations, of this solicitation*.\] The
offeror represents that it o is a women-owned business concern.

### K.3 52.209-5  CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS (DEC 2001)

(a)(1) The Offeror certifies, to the best of its knowledge and belief,
that---

\(i\) The Offeror and/or any of its Principals---

\(A\) Are o are not o presently debarred, suspended, proposed for
debarment, or declared ineligible for the award of contracts by any
Federal agency;

\(B\) Have o have not o, within a three-year period preceding this
offer, been convicted of or had a civil judgment rendered against them
for: commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (Federal, state,
or local) contract or subcontract; violation of Federal or state
antitrust statutes relating to the submission of offers; or commission
of embezzlement, theft, forgery, bribery, falsification or destruction
of records, making false statements, tax evasion, or receiving stolen
property; and

\(C\) Are o are not o presently indicted for, or otherwise criminally or
civilly charged by a governmental entity with, commission of any of the
offenses enumerated in paragraph (a)(1)(i)(B) of this provision.

\(ii\) The Offeror has o has not o, within a three-year period preceding
this offer, had one or more contracts terminated for default by any
Federal agency.

\(2\) "Principals," for the purposes of this certification, means
officers; directors; owners; partners; and, persons having primary
management or supervisory responsibilities within a business entity
(*e.g., *general manager; plant manager; head of a subsidiary, division,
or business segment, and similar positions).

This Certification Concerns a Matter Within the Jurisdiction of an
Agency of the United States and the Making of a False, Fictitious, or
Fraudulent Certification May Render the Maker Subject to Prosecution
Under Section 1001, Title 18, United States Code.

\(b\) The Offeror shall provide immediate written notice to the
Contracting Officer if, at any time prior to contract award, the Offeror
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.

\(c\) A certification that any of the items in paragraph (a) of this
provision exists will not necessarily result in withholding of an award
under this solicitation. However, the certification will be considered
in connection with a determination of the Offeror's responsibility.
Failure of the Offeror to furnish a certification or provide such
additional information as requested by the Contracting Officer may
render the Offeror nonresponsible.

\(d\) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith,
the certification required by paragraph (a) of this provision. The
knowledge and information of an Offeror is not required to exceed that
which is normally possessed by a prudent person in the ordinary course
of business dealings.

\(e\) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making award.
If it is later determined that the Offeror knowingly rendered an
erroneous certification, in addition to other remedies available to the
Government, the Contracting Officer may terminate the contract resulting
from this solicitation for default.

### K.4 52.219-1  SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004)

(a)(1) The North American Industry Classification System (NAICS) code
for this acquisition is **5 6 1 1 1 0 (Office Administrative
Services).**

\(2\) The small business size standard is \$6,500,000.00.

\(3\) The small business size standard for a concern which submits an
offer in its own name, other than on a construction or service contract,
but which proposes to furnish a product which it did not itself
manufacture, is 500 employees.

\(b\) Representations.

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

\(2\) \[*Complete only if the offeror represented itself as a small
business concern in paragraph (b)(1) of this provision*.\] The offeror
represents, for general statistical purposes, that it o  is, o  is not,
a small disadvantaged business concern as defined in 13 CFR 124.1002.

\(3\) \[*Complete only if the offeror represented itself as a small
business concern in paragraph (b)(1) of this provision*.\] The offeror
represents as part of its offer that it o  is, o  is not a women-owned
small business concern.

\(4\) \[*Complete only if the offeror represented itself as a small
business concern in paragraph (b)(1) of this provision*.\] The offeror
represents as part of its offer that it o  is, o  is not a veteran-owned
small business concern.

\(5\) \[*Complete only if the offeror represented itself as a
veteran-owned small business concern in paragraph (b)(4) of this
provision*.\] The offeror represents as part of its offer that it o  is,
o is not a service-disabled veteran-owned small business concern.

\(6\) *\[Complete only if the offeror represented itself as a small
business concern in paragraph (b)(1) of this provision*.\] The offeror
represents, as part of its offer, that---

\(i\) It o  is, o  is not a HUBZone small business concern listed, on
the date of this representation, on the List of Qualified HUBZone Small
Business Concerns maintained by the Small Business

\(7\) \[*Complete if offeror represented itself as disadvantaged in
paragraph (b)(2) of this provision.*\] The offeror shall check the
category in which its ownership falls:

\_\_\_\_\_ Black American.

\_\_\_\_\_ Hispanic American.

\_\_\_\_\_ Native American (American Indians, Eskimos, Aleuts, or Native
Hawaiians).

\_\_\_\_\_ Asian-Pacific American (persons with origins from Burma,
Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan,
Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust
Territory of the Pacific Islands (Republic of Palau), Republic of the
Marshall Islands, Federated States of Micronesia, the Commonwealth of
the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji,
Tonga, Kiribati, Tuvalu, or Nauru).

\_\_\_\_\_ Subcontinent Asian (Asian-Indian) American (persons with
origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the
Maldives Islands, or Nepal).

\_\_\_\_\_ Individual/concern, other than one of the preceding.

Administration, and no material change in ownership and control,
principal office, or HUBZone employee percentage has occurred since it
was certified by the Small Business Administration in accordance with
13 CFR Part 126; and

\(ii\) It o  is, o  is not a joint venture that complies with the
requirements of 13 CFR Part 126, and the representation in
paragraph (b)(6)(i) of this provision is accurate for the HUBZone small
business concern or concerns that are participating in the joint
venture. \[*The offeror shall enter the name or names of the HUBZone
small business concern or concerns that are participating in the joint
venture: \_\_\_\_\_\_\_\_\_\_*.\] Each HUBZone small business concern
participating in the joint venture shall submit a separate signed copy
of the HUBZone representation.

\(c\) *Definitions*. As used in this provision---

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

\(1\) Means a small business concern---

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

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

\(2\) "Service-disabled veteran" means a veteran, as defined in
[38 U.S.C. 101(2)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+198+1++(38)  AND ((38) ADJ USC)%3ACITE AND (USC w%2F10 (101))%3ACITE         ),
with a disability that is service-connected, as defined in
[38 U.S.C. 101(16)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+198+1++(38)  AND ((38) ADJ USC)%3ACITE AND (USC w%2F10 (101))%3ACITE         ).

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

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

\(1\) Not less than 51 percent of which is owned by one or more veterans
(as defined at
[38 U.S.C. 101(2)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+198+1++(38)  AND ((38) ADJ USC)%3ACITE AND (USC w%2F10 (101))%3ACITE         ))
or, in the case of any publicly owned business, not less than 51 percent
of the stock of which is owned by one or more veterans; and

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

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

\(1\) That is at least 51 percent owned by one or more women; or, in the
case of any publicly owned business, at least 51 percent of the stock of
which is owned by one or more women; and

\(2\) Whose management and daily business operations are controlled by
one or more women.

\(d\) Notice.

\(1\) If this solicitation is for supplies and has been set aside, in
whole or in part, for small business concerns, then the clause in this
solicitation providing notice of the set-aside contains restrictions on
the source of the end items to be furnished.

\(2\) Under
[15 U.S.C. 645(d)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+1204+0++(15)  AND ((15) ADJ USC)%3ACITE AND (USC w%2F10 (645))%3ACITE         ),
any person who misrepresents a firm's status as a small, HUBZone small,
small disadvantaged, or women-owned small business concern in order to
obtain a contract to be awarded under the preference programs
established pursuant to section 8(a), 8(d), 9, or 15 of the Small
Business Act or any other provision of Federal law that specifically
references section 8(d) for a definition of program eligibility,
shall---

\(i\) Be punished by imposition of fine, imprisonment, or both;

\(ii\) Be subject to administrative remedies, including suspension and
debarment; and

\(iii\) Be ineligible for participation in programs conducted under the
authority of the Act.

### K.5 52.219-22  SMALL DISADVANTAGED BUSINESS STATUS (OCT 1999)

(a) *General.* This provision is used to assess an offeror's small
disadvantaged business status for the purpose of obtaining a benefit on
this solicitation. Status as a small business and status as a small
disadvantaged business for general statistical purposes is covered by
the provision at
FAR [52.219-1](http://www.acquisition.gov/comp/far/current/html/52_217_221.html#wp1135900),
Small Business Program Representation.

\(b\) Representations.

\(1\) *General.* The offeror represents, as part of its offer, that it
is a small business under the size standard applicable to this
acquisition; and either---

\[  \] (i) It has received certification by the Small Business
Administration as a small disadvantaged business concern consistent with
13 CFR 124, Subpart B; and

\(A\) No material change in disadvantaged ownership and control has
occurred since its certification;

\(B\) Where the concern is owned by one or more disadvantaged
individuals, the net worth of each individual upon whom the
certification is based does not exceed \$750,000 after taking into
account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

\(C\) It is identified, on the date of its representation, as a
certified small disadvantaged business concern in the database
maintained by the Small Business Administration (PRO-Net); or
\[  \] (ii) It has submitted a completed application to the Small
Business Administration or a Private Certifier to be certified as a
small disadvantaged business concern in accordance with 13 CFR 124,
Subpart B, and a decision on that application is pending, and that no
material change in disadvantaged ownership and control has occurred
since its application was submitted.

\(2\) *For Joint Ventures.* The offeror represents, as part of its
offer, that it is a joint venture that complies with the requirements at
13 CFR 124.1002(f) and that the representation in paragraph (b)(1) of
this provision is accurate for the small disadvantaged business concern
that is participating in the joint venture. \[*The offeror shall enter
the name of the small disadvantaged business concern that is
participating in the joint venture:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.*\]

\(3\) *Address*. The offeror represents that its address o  is, o  is
not in a region for which a small disadvantaged business procurement
mechanism is authorized and its address has not changed since its
certification as a small disadvantaged business concern or submission of
its application for certification. The list of authorized small
disadvantaged business procurement mechanisms and regions is posted at
<http://www.arnet.gov/References/sdbadjustments.htm>. The offeror shall
use the list in effect on the date of this solicitation. "Address," as
used in this provision, means the address of the offeror as listed on
the Small Business Administration's register of small disadvantaged
business concerns or the address on the completed application that the
concern has submitted to the Small Business Administration or a Private
Certifier in accordance with 13 CFR Part 124, subpart B. For joint
ventures, "address" refers to the address of the small disadvantaged
business concern that is participating in the joint venture.

\(c\) *Penalties and Remedies.* Anyone who misrepresents any aspects of
the disadvantaged

status of a concern for the purposes of securing a contract or
subcontract shall---

\(1\) Be punished by imposition of a fine, imprisonment, or both;

\(2\) Be subject to administrative remedies, including suspension and
debarment; and

\(3\) Be ineligible for participation in programs conducted under the
authority of the

Small Business Act.

### K.6 52.222-22  PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The offeror represents that---

\(a\) It o  has, o  has not participated in a previous contract or
subcontract subject to the Equal Opportunity clause of this
solicitation;

\(b\) It o  has, o  has not filed all required compliance reports; and

\(c\) Representations indicating submission of required compliance
reports, signed by proposed subcontractors, will be obtained before
subcontract awards.

### K.7 52.222-25  AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

The offeror represents that---

\(a\) It o  has developed and has on file, o  has not developed and does
not have on file, at each establishment, affirmative action programs
required by the rules and regulations of the Secretary of Labor (41 CFR
60-1 and 60-2); or

\(b\) It o  has not previously had contracts subject to the written
affirmative action programs requirement of the rules and regulations of
the Secretary of Labor.

### K.8 52.222-38  COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING REQUIREMENTS (DEC 2001)

By submission of its offer, the offeror represents that, if it is
subject to the reporting requirements of
[38 U.S.C. 4212(d)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+883+0++(38)  AND ((38) ADJ USC)%3ACITE AND (USC w%2F10 (4212))%3ACITE         )
(*i.e., *if it has any contract containing Federal Acquisition
Regulation
clause [52.222-37](http://www.acquisition.gov/comp/far/current/html/52_222.html#wp1148123),
Employment Reports on Special Disabled Veterans, Veterans of the Vietnam
Era, and Other Eligible Veterans), it has submitted the most recent
VETS-100 Report required by that clause.

**SECTION L**

**INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS**

> **L.1 52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER**
>
> **(JUNE 1999)**

+-----------------------------------------------------------------------+
| > \(a\) The offeror shall enter, in the block with its name and       |
| > address on the cover page of its offer, the annotation \"DUNS\"     |
| > followed by the DUNS number that identifies the offeror\'s name and |
| > address exactly as stated in the offer. The DUNS number is a        |
| > nine-digit number assigned by Dun and Bradstreet Information        |
| > Services.                                                           |
| >                                                                     |
| > \(b\) If the offeror does not have a DUNS number, it should contact |
| > Dun and Bradstreet directly to obtain one. A DUNS number will be    |
| > provided immediately by telephone at no charge to the offeror. For  |
| > information on obtaining a DUNS number, the offeror, if located     |
| > within the United States, should call Dun and Bradstreet at         |
| > 1-800-333-0505. The offeror should be prepared to provide the       |
| > following information:                                              |
| >                                                                     |
| > \(1\) Company name.                                                 |
| >                                                                     |
| > \(2\) Company address.                                              |
| >                                                                     |
| > \(3\) Company telephone number.                                     |
| >                                                                     |
| > \(4\) Line of business.                                             |
| >                                                                     |
| > \(5\) Chief executive officer/key manager.                          |
| >                                                                     |
| > \(6\) Date the company was started.                                 |
| >                                                                     |
| > \(7\) Number of people employed by the company.                     |
| >                                                                     |
| > \(8\) Company affiliation.                                          |
| >                                                                     |
| > \(c\) Offerors located outside the United States may obtain the     |
| > location and phone number of the local Dun and Bradstreet           |
| > Information Services office from the Internet Home Page at          |
| > http://www.customerservice@dnb.com. If an offeror is unable to      |
| > locate a local service center, it may send an e-mail to Dun and     |
| > Bradstreet at <globalinfo@mail.dnb.com>.                            |
+-----------------------------------------------------------------------+

### L.2 52.215-1  INSTRUCTIONS TO OFFERORS---COMPETITIVE ACQUISITION (JAN 2004)

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

"Discussions" are negotiations that occur after establishment of the
competitive range that may, at the Contracting Officer's discretion,
result in the offeror being allowed to revise its proposal.

"In writing," "writing," or "written" means any worded or numbered
expression that can be read, reproduced, and later communicated, and
includes electronically transmitted and stored information.

"Proposal modification" is a change made to a proposal before the
solicitation's closing date and time, or made in response to an
amendment, or made to correct a mistake at any time before award.

"Proposal revision" is a change to a proposal made after the
solicitation closing date, at the request of or as allowed by a
Contracting Officer as the result of negotiations.

"Time," if stated as a number of days, is calculated using calendar
days, unless otherwise specified, and will include Saturdays, Sundays,
and legal holidays. However, if the last day falls on a Saturday,
Sunday, or legal holiday, then the period shall include the next working
day.

\(b\) *Amendments to solicitations*. If this solicitation is amended,
all terms and conditions that are not amended remain unchanged. Offerors
shall acknowledge receipt of any amendment to this solicitation by the
date and time specified in the amendment(s).

\(c\) Submission, modification, revision, and withdrawal of proposals.

\(1\) Unless other methods (*e.g., *electronic commerce or facsimile)
are permitted in the solicitation, proposals and modifications to
proposals shall be submitted in paper media in sealed envelopes or
packages (i) addressed to the office specified in the solicitation, and
(ii) showing the time and date specified for receipt, the solicitation
number, and the name and address of the offeror. Offerors using
commercial carriers should ensure that the proposal is marked on the
outermost wrapper with the information in paragraphs (c)(1)(i) and
(c)(1)(ii) of this provision.

\(2\) The first page of the proposal must show---

\(i\) The solicitation number;

\(ii\) The name, address, and telephone and facsimile numbers of the
offeror (and electronic address if available);

\(iii\) A statement specifying the extent of agreement with all terms,
conditions, and provisions included in the solicitation and agreement to
furnish any or all items upon which prices are offered at the price set
opposite each item;

\(iv\) Names, titles, and telephone and facsimile numbers (and
electronic addresses if available) of persons authorized to negotiate on
the offeror's behalf with the Government in connection with this
solicitation; and

\(v\) Name, title, and signature of person authorized to sign the
proposal. Proposals signed by an agent shall be accompanied by evidence
of that agent's authority, unless that evidence has been previously
furnished to the issuing office.

\(3\) Submission, modification, revision, and withdrawal of proposals.

\(i\) Offerors are responsible for submitting proposals, and any
modifications or revisions, so as to reach the Government office
designated in the solicitation by the time specified in the
solicitation. If no time is specified in the solicitation, the time for
receipt is 4:30 p.m., local time, for the designated Government office
on the date that proposal or revision is due.

(ii)(A) Any proposal, modification, or revision received at the
Government office designated in the solicitation after the exact time
specified for receipt of offers is "late" and will not be considered
unless it is received before award is made, the Contracting Officer
determines that accepting the late offer would not unduly delay the
acquisition; and---

\(1\) If it was transmitted through an electronic commerce method
authorized by the solicitation, it was received at the initial point of
entry to the Government infrastructure not later than 5:00 p.m.
one working day prior to the date specified for receipt of proposals; or

\(2\) There is acceptable evidence to establish that it was received at
the Government installation designated for receipt of offers and was
under the Government's control prior to the time set for receipt of
offers; or

\(3\) It is the only proposal received.

\(B\) However, a late modification of an otherwise successful proposal
that makes its terms more favorable to the Government, will be
considered at any time it is received and may be accepted.

\(iii\) Acceptable evidence to establish the time of receipt at the
Government installation includes the time/date stamp of that
installation on the proposal wrapper, other documentary evidence of
receipt maintained by the installation, or oral testimony or statements
of Government personnel.

\(iv\) If an emergency or unanticipated event interrupts normal
Government processes so that proposals cannot be received at the office
designated for receipt of proposals by the exact time specified in the
solicitation, and urgent Government requirements preclude amendment of
the solicitation, the time specified for receipt of proposals will be
deemed to be extended to the same time of day specified in the
solicitation on the first work day on which normal Government processes
resume.

\(v\) Proposals may be withdrawn by written notice received at any time
before award. Oral proposals in response to oral solicitations may be
withdrawn orally. If the solicitation authorizes facsimile proposals,
proposals may be withdrawn via facsimile received at any time before
award, subject to the conditions specified in the provision at 52.215-5,
Facsimile Proposals. Proposals may be withdrawn in person by an offeror
or an authorized representative, if the identity of the person
requesting withdrawal is established and the person signs a receipt for
the proposal before award.

\(4\) Unless otherwise specified in the solicitation, the offeror may
propose to provide any item or combination of items.

\(5\) Offerors shall submit proposals in response to this solicitation
in English, unless otherwise permitted by the solicitation, and in U.S.
dollars, unless the provision at FAR 52.225-17, Evaluation of Foreign
Currency Offers, is included in the solicitation.

\(6\) Offerors may submit modifications to their proposals at any time
before the solicitation closing date and time, and may submit
modifications in response to an amendment, or to correct a mistake at
any time before award.

\(7\) Offerors may submit revised proposals only if requested or allowed
by the Contracting Officer.

\(8\) Proposals may be withdrawn at any time before award. Withdrawals
are effective upon receipt of notice by the Contracting Officer.

\(d\) *Offer expiration date*. Proposals in response to this
solicitation will be valid for the number of days specified on the
solicitation cover sheet (unless a different period is proposed by the
offeror).

\(e\) *Restriction on disclosure and use of data*. Offerors that include
in their proposals data that they do not want disclosed to the public
for any purpose, or used by the Government except for evaluation
purposes, shall---

\(1\) Mark the title page with the following legend:

*This proposal includes data that shall not be disclosed outside the
Government and shall not be duplicated, used, or disclosed---in whole or
in part---for any purpose other than to evaluate this proposal. If,
however, a contract is awarded to this offeror as a result of---or in
connection with---the submission of this data, the Government shall have
the right to duplicate, use, or disclose the data to the extent provided
in the resulting contract. This restriction does not limit the
Government\'s right to use information contained in this data if it is
obtained from another source without restriction. The data subject to
this restriction are contained in sheets \[*insert numbers or other
identification of sheets*\]; and*

\(2\) Mark each sheet of data it wishes to restrict with the following
legend:

*Use or disclosure of data contained on this sheet is subject to the
restriction on the title page of this proposal.*

\(f\) Contract award.

\(1\) The Government intends to award a contract or contracts resulting
from this solicitation to the responsible offeror(s) whose proposal(s)
represents the best value after evaluation in accordance with the
factors and subfactors in the solicitation.

\(2\) The Government may reject any or all proposals if such action is
in the Government's interest.

\(3\) The Government may waive informalities and minor irregularities in
proposals received.

\(4\) The Government intends to evaluate proposals and award a contract
without discussions with offerors (except clarifications as described in
FAR 15.306(a)). Therefore, the offeror's initial proposal should contain
the offeror's best terms from a cost or price and technical standpoint.
The Government reserves the right to conduct discussions if the
Contracting Officer later determines them to be necessary. If the
Contracting Officer determines that the number of proposals that would
otherwise be in the competitive range exceeds the number at which an
efficient competition can be conducted, the Contracting Officer may
limit the number of proposals in the competitive range to the greatest
number that will permit an efficient competition among the most highly
rated proposals.

\(5\) The Government reserves the right to make an award on any item for
a quantity less than the quantity offered, at the unit cost or prices
offered, unless the offeror specifies otherwise in the proposal.

\(6\) The Government reserves the right to make multiple awards if,
after considering the additional administrative costs, it is in the
Government's best interest to do so.

\(7\) Exchanges with offerors after receipt of a proposal do not
constitute a rejection or counteroffer by the Government.

\(8\) The Government may determine that a proposal is unacceptable if
the prices proposed are materially unbalanced between line items or
subline items. Unbalanced pricing exists when, despite an acceptable
total evaluated price, the price of one or more contract line items is
significantly overstated or understated as indicated by the application
of cost or price analysis techniques. A proposal may be rejected if the
Contracting Officer determines that the lack of balance poses an
unacceptable risk to the Government.

\(9\) If a cost realism analysis is performed, cost realism may be
considered by the source selection authority in evaluating performance
or schedule risk.

\(10\) A written award or acceptance of proposal mailed or otherwise
furnished to the successful offeror within the time specified in the
proposal shall result in a binding contract without further action by
either party.

\(11\) If a post-award debriefing is given to requesting offerors, the
Government shall disclose the following information, if applicable:

\(i\) The agency's evaluation of the significant weak or deficient
factors in the debriefed offeror's offer.

\(ii\) The overall evaluated cost or price and technical rating of the
successful and the debriefed offeror and past performance information on
the debriefed offeror.

\(iii\) The overall ranking of all offerors, when any ranking was
developed by the agency during source selection.

\(iv\) A summary of the rationale for award.

\(v\) For acquisitions of commercial items, the make and model of the
item to be delivered by the successful offeror.

\(vi\) Reasonable responses to relevant questions posed by the debriefed
offeror as to whether source-selection procedures set forth in the
solicitation, applicable regulations, and other applicable authorities
were followed by the agency.

**L.3 INSTRUCTIONS TO OFFERORS FOR CAPABILITY FACTORS**

**[FACTOR 1. CORPORATE RESOURCES]{.underline}** -- The offeror shall
submit documentation of their relevant corporate resources to allow the
Government to evaluate this award factor as described in the
solicitation's proposal evaluation clause. This documentation shall
include, but is not necessarily limited to, resumes of proposed
non-clerical personnel; a total compensation plan setting forth salaries
and fringe benefits proposed for the non-clerical employees who will
work under the contract in accordance with FAR clause 52.222-46; and the
offeror's plans for acquiring personnel and other resources not already
available to the vendor, including letters of commitment obtained from
proposed personnel who are not already employees of the offeror; and
plans for obtaining any necessary subcontracting. A transition plan
containing detailed and specific information as to how the offeror will
effect a seamless transition from the work currently being performed at
Beckley, WV is required. Offerors must also explain how they would
provide for new personnel in a very prompt fashion, if required to do so
by a task order issued under the contract.

**[FACTOR 2. EXPERIENCE]{.underline}** -- The offeror shall submit
sufficient documentation of their relevant experience of similar work to
allow the Government to evaluation this award factor as described in the
solicitation's proposal evaluation clause. This documentation shall
include relevant corporate and employee history and descriptions of
similar past contracts and shall include such experience of any key
subcontractor(s) by the awardee to perform at least 20% of the work.

**[FACTOR 3. PAST PERFORMANCE]{.underline}** -- Offerors shall provide
the name of three to five of the offerors' customers (plus an additional
three to five references for each key subcontractor) in the Government
and/or the private sector over the past three years for the same or
similar clerical support services and include a description of the work
performed under each contract, including the size of the contract.
Offerors shall provide the name, phone number, and fax number or e-mail
address of a customer point of contact for each performance reference
who will be able to respond, verbally or in writing, to a past
performance survey to be given them by the IRS. The offeror shall bear
sole and complete responsibility for assuring the points of contact and
their phone numbers, fax numbers and e-mail addresses are current,
complete and accurate in all instances. The IRS shall bear no
responsibility for inaccurate or outdated points of contact or contact
numbers or addresses provided by the offeror or for making more than one
or two efforts to contact the referenced customer at the fax number or
e-mail address provided by the offeror. It is strongly requested that
offerors submit their list of customer references within two weeks of
downloading or other receipt of the RFP, prior to the RFP closing. It is
recommended that the offerors follow up with their reference points of
contact (including those for key subcontractors) in order to assure they
have responded to the IRS's past performance survey. The IRS reserves
the right to contact other customers as well, at its discretion, and to
include the past performance information received as part of its
evaluation. Offerors are authorized to provide information on problems
encountered on the identified contracts and offeror's corrective
actions. Offerors are also required to provide a full and accurate
description of the results of any audits, investigations, examinations,
etc., of their clerical support work over the past five years.

**[FACTOR 4. PRICE]{.underline}** --

(a) All billable contractor direct and indirect costs, and fees, shall
    be incorporated into the offeror's proposed direct productive hourly
    rates, with the exception of travel costs as discussed in the
    following paragraph.

(b) FAR clauses 52.222-46, "Evaluation of Compensation for Professional
    Employees," and 52.237-10, "Identification of Uncompensated
    Overtime," are included in this solicitation. These clauses identify
    further price information which the offeror is required to submit
    with its proposal.

> **L.3 52.216-1 TYPE OF CONTRACT (APR 1984)**

+-----------------------------------------------------------------------+
| > The Government contemplates award of a labor hour indefinite        |
| > delivery, indefinite quantity type contract with firm-fixed hourly  |
| > rates resulting from this solicitation.                             |
+-----------------------------------------------------------------------+

**SECTION M**

**EVALUATION FACTORS FOR AWARD**

**M.1 IR 1052-00-029 BASIS FOR AWARD**

+-----------------------------------------------------------------------+
| > The Government will make award to the responsible offeror whose     |
| > offer conforms to the requirements of the solicitation and is       |
| > evaluated as being the most advantageous to the Government, price   |
| > and other factors considered. For this solicitation, technical      |
| > merit is significantly more important than price. Award will not be |
| > automatically determined by formula relationship between price and  |
| > technical merit. As the technical merit of the offerors' proposals  |
| > become more equal, the price may become the determining factor. The |
| > Contracting Officer shall determine what trade-off between          |
| > technical merit and price promises the greatest value to the        |
| > Government, price and other factors considered.                     |
| >                                                                     |
| > **[OFFEROR CAPABILITY FACTORS]{.underline}:**                       |
|                                                                       |
| **FACTOR 1.** Corporate Resources                                     |
|                                                                       |
| **FACTOR 2.** Experience                                              |
|                                                                       |
| **FACTOR 3.** Past Performance                                        |
|                                                                       |
| **FACTOR 4.** Price                                                   |
|                                                                       |
| **[Relative Importance of the Factors]{.underline}** -- The factors   |
| for corporate resources,                                              |
|                                                                       |
| experience, and past performance individually are more important than |
| price, and                                                            |
|                                                                       |
| when combined are significantly more important than price. The        |
| factors are listed in                                                 |
|                                                                       |
| descending order of importance. The Government will evaluate the      |
| capability of the                                                     |
|                                                                       |
| offerors that submitted acceptable offers and will evaluate their     |
| capability on the basis                                               |
|                                                                       |
| > of: (1) Corporate Resources; (2) Experience; and (3) Past           |
| > Performance.                                                        |
+-----------------------------------------------------------------------+
|                                                                       |
+-----------------------------------------------------------------------+

**FACTOR 1. [CORPORATE RESOURCES:]{.underline}**

> The Government will evaluate the offeror's capability to provide the
> personnel required in the Statement of Work for a seamless transition
> of services from the current contract; the qualifications of the
> offeror's proposed personnel; offeror's plans for acquiring personnel
> and other resources not already available; offeror's capability and
> commitment to train their personnel, if necessary, for successful
> performance; and offeror's quality assurance system(s) for maintaining
> a timely and consistently high level of continuous service. Minimal
> subcontracting is preferred.

**[CORPORATE RESOURCES - NARRATIVE JUSTIFICATION FOR
SCORE:]{.underline}**

**[GENERAL:]{.underline}** Of particular importance in evaluating this
factor is verifying the contractor has sufficient qualified personnel to
perform the work in the quantities as well as geographical locations
stated in the solicitation, and/or has arranged a sound approach as to
how to acquire and apply such resources timely to the contract, with
minimal subcontracting preferred. Project manager and other central
personnel proposed should be highly qualified and experienced as
individuals. Good quality control plans are of importance, as is
evidence of capability of passing the government's required background
investigations. Having a well thought-out and workable transition plan
for seamless continuity of services, with very low or no risk to the IRS
is very important.

> **FACTOR 2**. **[EXPERIENCE:]{.underline}**
>
> The Government will evaluate each offer to determine whether, during
> the past three years, the offeror has had relevant experience with
> similar work processes and procedures; knowledge of the nature,
> difficulties, uncertainties and risks associated with performing the
> work required under the resultant contract. The Government will also
> determine if the offeror has had past experience implementing those
> processes and procedures, and also how the difficulties, uncertainties
> and risks were handled.
>
> **[EXPERIENCE - NARRATIVE JUSTIFICATION FOR SCORE:]{.underline}**

**[GENERAL]{.underline}** -- Of particular importance is (a) having
extensive personnel support services experience, and (b) having
experience performing the same types of services required under the
resultant contract. For offerors proposing to manage these that will be
performed by a key subcontractor as defined above, the same questions
pertain to the key subcontractor and the experience of the offeror in
managing such work in the past by a subcontractor(s) is very important.

> **FACTOR 3. [PAST PERFORMANCE:]{.underline}**
>
> The Government will evaluate past performance on contracts for the
> same or sufficiently similar personnel support services contracts,
> giving consideration to comparable scope. In the investigation of the
> offeror's past performance, the Government will contract former
> customers and Government agencies, and other private and public
> sources of information and its investigation will include quality and
> timeliness of service; effective management of the contract;
> compliance with all related laws, regulations and reviews pertaining
> to clerical support services; and customer satisfaction. Offerors with
> no relevant past performance history will be given a neutral rating
> for this factor.

**[PAST PERFORMANCE -]{.underline} [NARRATIVE JUSTIFICATION FOR
SCORE]{.underline}**[:]{.underline}

**[GENERAL:]{.underline}** Of particular importance in evaluating this
factor is relevant past performance information.

**FACTOR 4**. **[PRICE:]{.underline}**

**[THE OFFEROR SHALL SUBMIT PRICES FOR ALL CONTRACT LINE
ITEMS]{.underline} [TO BE CONSIDERED RESPONSIVE AND ELIGIBLE FOR
CONTRACT]{.underline} [AWARD.]{.underline}**

The Government will evaluate proposed prices as described at [Relative
Importance of the]{.underline} [Factors]{.underline}. Prices must be
proposed by the offerors in accordance with the solicitation.

Although the proposed prices will not be scored, they will be evaluated
for each mandatory contract line item described in the pricing schedule.
A price analysis will be conducted in accordance with the applicable
techniques cited in the Federal Acquisition Regulation at 15.404-1.