**SECTION H - SPECIAL CONTRACT REQUIREMENTS**

**H.1 RESERVED**

**H.2 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS**

Any written commitment by the Contractor within the scope of this
contract **shall** be binding upon the Contractor. Failure of the
Contractor to fulfill any such commitment **shall** render the
Contractor liable for liquidated or other damages due to the Government
under the terms of this contract. For the purpose of this contract, a
written commitment by the Contractor is limited to the proposal,
inclusive of the oral presentation, submitted by the Contractor, and to
any specific written modifications to the proposal. Written commitments
by the Contractor are further defined as including (1) any warranty or
representation made by the Contractor in a proposal as to hardware or
software performance; total systems performance; other physical, design,
or functioning characteristics of a machine, software package, or
system, or installation date; (2) any warranty or representation made by
the Contractor concerning the characteristics of items described in (1)
above made in any publications, drawings, or specifications accompanying
or referred to in a proposal; and (3) any modification of or affirmation
or representation as to the above information and items which is made by
the Contractor in or during the course of negotiations, whether or not
incorporated into a formal amendment to the proposal in question.

**H.3** **CAR** **1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (MAR
2000)**

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

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

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

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

(End of Clause)

**H.4 CAR 1352.231-70 DUPLICATION OF EFFORT (MAR 2000)**

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

(End of Clause)

**H.5 KEY PERSONNEL**

> \(a\) The Contractor **shall** assign to this contract key personnel
> designated in its proposal.

\(b\) The key personnel for this contract **shall** be assigned and
available starting from the date of contract award.

\(c\) During this contract the Contractor **shall** make no
substitutions of key personnel unless the substitution is necessitated
by illness, death, or termination of employment or at the request of the
Government. The Contractor **shall** notify the Contracting Officer
within fifteen (15) calendar days after the occurrence of any of these
events and provide the information required by paragraph (d) below.

\(d\) The Contractor **shall** provide a detailed explanation of the
circumstances necessitating the proposed substitution(s), complete
resume(s) for the proposed substitute(s), and any additional information
requested by the Contracting Officer. Proposed substitute(s) **shall**
have comparable qualifications to those of the person(s) being replaced.
The Contracting Officer will notify the Contractor within fifteen (15)
calendar days after receipt of all required information of the decision
on substitution(s). The contract will be modified to reflect any
approved change(s) of key personnel.

**H.6 NOTICE TO THE GOVERNMENT OF DELAYS**

In the event the Contractor encounters difficulty in meeting performance
requirements or delivery schedules, the Contractor **shall** immediately
notify the Contracting Officer and/or the Contracting Officer's
Technical Representative(s), in writing, giving pertinent details. The
notification **shall** be for information purposes only and **shall**
not be construed as a waiver by the Government of any delivery
requirements.

**H.7 AUTHORITY TO OBLIGATE THE GOVERNMENT**

The Contracting Officer is the only individual who can legally commit or
obligate the Government to the expenditure of public funds. No cost
chargeable to the proposed contract can be incurred before receipt of a
fully executed contract or specific authorization from the Contracting
Officer.

**H.8 CAR 1352.233-70 HARMLESS FROM LIABILITY (MAR 2000)**

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

(End of Clause)

**H.9 CAR 1352.209-73 COMPLIANCE WITH LAWS (MAR 2000)**

The Contractor **shall** comply with all applicable laws and rules and
regulations having the force of law which deal with or relate to
performance hereunder or the employment by the Contractor of the
employees necessary for such performance, and **shall** procure such
permits, licenses and other required authorizations from the United
States and from State and Local authorities as may be necessary in
connection with beginning or carrying on to completion of the contract
work, and **shall** at all times comply with all United States, State
and Local laws in any way affecting the contract work.

(End of Clause)

**H.10 OBTAINING TAXPAYER IDENTIFICATION NUMBERS**

> \(a\) This clause applies to those Contractors who are unincorporated
> individuals or partners acting as individuals who receive payments
> from the Government totaling \$600.00 or more in a calendar year under
> purchase orders or contracts.
>
> \(b\) Contractors who meet the requirements in paragraph (a) above,
> **shall** furnish their taxpayer identification number (employer
> identification number or social security number) with the first
> voucher (invoice) submitted for payment. Failure or refusal by the
> Contractor to furnish this information may result in a deduction of an
> amount equal to 20% of payments otherwise due and payable under this
> contact.
>
> \(c\) The taxpayer identification number will be used by agencies in
> completing Internal Revenue Service (IRS) Forms 1099-MISC: Statement
> for Recipients of Miscellaneous Income, for the IRS.

**H.11 SUBSTITUTION OF EQUIPMENT**

This clause acknowledges that from time to time some of the contracted
for equipment may not be readily available or may permanently go out of
production. The Contractor may request a one time or permanent
substitution of one or more contract line items. Such requests must be
made in writing to the Contracting Officer.

(a) The replacement item(s) must meet or exceed all contract
    specifications applicable to the

> the item(s) replaced;

(a) The replacement item(s) must be acceptable to the Contracting
    Officer;

(b) The replacement item(s) **shall** not result in any delays to the
    production schedule;

(c) The Contracting Officer must approve the replacement item(s) in
    writing.

Contractor requests for a replacement **shall** not extend the required
delivery dates of any items. The Government and the Contractor may
mutually agree to a reasonable extension upon acceptance of a
replacement.

**H.12 TECHNOLOGY REFRESHMENT**

After contract award, the Government may solicit, and the Contractor is
encouraged to propose independently, additions and engineering changes
to the equipment, software specifications or other requirements of this
contract. These changes may be proposed for reasons of economy, improved
performance, to save energy, or resolve increased data processing
requirements. If the proposed changes are acceptable to both parties,
the Contractor **shall** submit an engineering change proposal to the
Government for evaluation. Those proposed changes that are acceptable to
the Government will be processed as modifications to the contract.

The Contractor may move items from the equipment list to maintenance
only status provided that a functionally equivalent or superior product
is available on the contract and the contract price/performance
requirements are maintained.

**H.12.1 Engineering Change Proposals**

> As a minimum, the Contractor with each change proposal shall submit
> the following information:
>
> \(1\) Identification of current contract product or service to be
> affected.
>
> \(2\) Technical characteristics of replacement product.
>
> \(3\) OEM Commercial, GSA (if available), and offered pricing for any
> new products.
>
> At the Contracting Officer\'s request, the following information
> **shall** be submitted to supplement the proposal. The Contracting
> Officer will notify the Contractor of any need for the supplemental
> information within thirty (30) days after receiving the initial
> proposal.
>
> \(1\) A description of the differences between the existing contract
> requirements and the proposed changes, and the comparative advantages
> and the disadvantages of each;
>
> \(2\) Itemized requirements of the contract, which must be changed if
> the proposal is adopted, and the proposed revision to the contract for
> each such change;
>
> \(3\) Complete estimate of the changes in performance costs, if any,
> that will result from adoption of this proposal;
>
> \(4\) An evaluation of the effects the proposed change would have on
> collateral costs to the Government such as Government furnished
> property costs, costs of related items and costs of maintenance and
> operation; and
>
> \(5\) A statement of the time by which the change order adopting the
> proposal must be issued as to obtain the maximum benefits of the
> changes during the remainder of the contract. Also, what effect the
> change has on the contract completion time or delivery schedule
> **shall** be identified.
>
> **H.12.2 Processing of Engineering Change Proposals**
>
> \(a\) Change proposals submitted to the Contracting Officer **shall**
> be processed expeditiously. The Government **shall** not be liable for
> proposal preparation costs or any delay in acting upon any proposal
> submitted pursuant to this clause. The decision of the Contracting
> Officer as to the acceptance of any such proposal under this contract
> **shall** be final and **shall** not be subject to the \"Disputes\"
> clause of this contract, except when the Contractor submits a proposal
> to delete items from the contract.
>
> \(b\) The Contracting Officer may accept for negotiation any change
> proposal submitted pursuant to this clause by the Contractor\'s
> written notice hereof. Unless and until a letter of agreement is
> issued from the Contracting Officer, the Contractor remains obligated
> to perform in accordance with the terms and conditions of the existing
> contract. Subsequent to any letter of agreement, a modification will
> be executed to incorporate a change proposal under this contract.
>
> \(c\) The Contractor is requested to identify specifically any
> information contained in its change proposal which it considers
> confidential and/or proprietary and which it prefers not to be
> disclosed to the public. The identification of information as
> confidential and/or proprietary is for information purposes only and
> **shall** not be binding on the Government to prevent disclosure of
> such information. The Contractor is advised that such information may
> be subject to release pursuant to the Freedom of Information Act (5
> U.S.C. 552).

**H.13 SELF-ASSESSMENT REPORT FOR AWARD FEE DETERMINATION**

The Contractor **shall** provide a self-evaluation summarizing the
previous period's activities. The report **shall** be brief and factual
and **shall** provide, at a minimum, the following information:

> a\. Cover Page; Contract Title and Number; Contractor's Name; Date of
> Report and Reporting Period.

b.  [Section I]{.underline} - An introduction of overall progress, plus
    a separate description of each task or other logical segment of work
    on which effort was expended during the reporting period. The
    description **shall** include pertinent data and/or graphs in
    sufficient detail to explain any significant results achieved.

c.  [Section II]{.underline} - A description of current technical or
    substantive performance and any problems which may prevent
    performance. The section **shall** include a summary of responses to
    negative Individual Event Reports.

> Any self assessment provided by the Contractor **shall** include: 1)
> an evaluation of its Earned Value Metrics, a major piece of this shall
> be the Contractor's ability to stay within thresholds and 2) their
> ability to meet the Field Data Collection Automation (FDCA) Project
> Schedule milestones.
>
> d\. [Section III]{.underline} - A planning schedule of significant
> work, including start-up and completion dates. Updates **shall** be
> provided in subsequent technical progress reports, including an
> explanation of any differences between actual progress and planned
> progress, why the differences have occurred, and if behind in
> progress, what corrective steps are planned.
>
> e\. [Section IV]{.underline} - A status of Subcontracting Compliance.
> The Contractor **shall** provide:

1.  The name, address, and business status of all subcontractors;

2.  The monthly expenditures and percent of cumulative expenditures for
    large businesses, small businesses, small disadvantaged businesses,
    women-owned small businesses, veteran-owned small businesses,
    service disabled veteran-owned small businesses and HUBZone small
    businesses;

3.  An explanation of any variance between the Contractor's actual small
    business subcontracting utilization and small business
    subcontracting goals, by type and overall; and

4.  An updated Subcontract Participation Plan, if changes are necessary.

**H.14 SUBCONTRACT REPORTS**

The Contractor **shall** submit subcontract reports (see paragraphs a
and b) in connection with the performance of this contract; a report for
subcontracting under this particular contract and a summary report when
applicable on subcontracts in all contracts between the Contractor and
the Department of Commerce, which contain subcontract goals for awards
to small business and small disadvantaged business concerns.

> a\) The Contractor **shall** submit a subcontracting report to this
> contract on a Standard Form 294. The report **shall** be submitted
> semi-annually in accordance with the General Instructions on the
> reverse side of the form. The report **shall** be submitted to:
>
> **[Distribution]{.underline}** **[Addressee]{.underline}**
>
> Copy Contracting Officer
>
> Census Bureau
>
> Acquisition Division
>
> Procurement Branch
>
> Room G-314; FOB #3
>
> Washington, DC 20233
>
> Original U.S. Department of Commerce
>
> The Office of Small and Disadvantaged Business Utilization
>
> Room H6411
>
> Washington, DC 20230

b)  The Contractor **shall** submit a summary subcontract report on all
    of its contracts with the Department of Commerce which have
    subcontracting goals on Standard Form 295. The report **shall** be
    submitted quarterly in accordance with the General Instructions on
    the reverse side of the form, or annually if the subcontracts are
    covered by an approved company-wide annual subcontracting plan for
    commercial products. The report **shall** be submitted no later than
    fifteen (15) days following the close of each calendar quarter. The
    report **shall** be submitted to the addresses listed in (a) above.

**H.15 EXCLUSIONS FROM FDCA PARTICIPATION**

The Census Bureau currently has contracts and agreements to provide
consulting services and technology assessment services for the Year 2010
Census. One of the requirements of these contracts and agreements,
agreed to by these Contractors and their Subcontractors prior to award
of their individual contracts with the Census Bureau, specified that
awardees of and participants in these contracts (including
Subcontractors and their employees who worked on these contracts) and
any resulting task orders were precluded from participating in any
contracts for the 2010 Census. Contractors **shall** therefore be aware
that a conflict of interest may arise if personnel assigned to FDCA were
involved in the contracts described above. The Census Bureau should be
contacted if this situation occurs. Any resolution of conflicts of
interest will be posted on the FDCA web page at
[www.census.gov/](http://www.census.gov/). A list of the companies and
Subcontractors who performed under these contracts are as follows:

Mitre Corporation

[]{.mark}

ERIMAX, Inc

FDCA PMO

[]{.mark}

**H.16 CAR 1352.209-72 RESTRICTION AGAINST DISCLOSURE (MAR 2000)**

The Contractor agrees, in the performance of this contract, to keep the
information furnished by the Government and designated by the
Contracting Officer or Contracting Officer's Technical Representative in
the strictest confidence. The Contractor also agrees not to publish or
otherwise divulge such information in whole or in part, in any manner or
form, nor to authorize or permit others to do so, taking such reasonable
measures as are necessary to restrict access to such information while
in the Contractor's possession, to those employees needing such
information to perform the work provided herein, i.e., on a "need to
know" basis. The Contractor agrees to immediately notify the Contracting
Officer in writing in the event that the Contractor determines or has
reason to suspect a breach of this requirement.

The Contractor agrees that it will not disclose any information
described in the paragraph above to any person or individuals unless
prior written approval is obtained from the Contracting Officer. The
Contractor agrees to insert the substance of this clause in any
consultant agreement or subcontract hereunder.

(End of Clause)

**H.17 CAR 1352.228-70 INSURANCE COVERAGE (MAR 2000)**

Pursuant to the clause \"Insurance - Work on a Government Installation
(FAR 52.228-5),\" the Contractor will be required to present evidence to
show, as a minimum, the amounts of insurance

coverage indicated below:

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

(b) General Liability.

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

> 2\. Property Damage Liability Insurance **shall** be required in the
> amount of
>
> \$1,000,000.
>
> \(c\) Automobile Liability. The Contractor **shall** have automobile
> liability insurance written on the comprehensive form of policy. The
> policy **shall** provide for bodily injury and property damage
> liability covering the operation of all automobiles used in connection
> with performing the contract. Policies covering automobiles operated
> in the United States **shall** provide coverage of at least \$200,000
> per person and \$500,000 per occurrence for bodily injury and \$20,000
> per occurrence for property damage.
>
> \(d\) Aircraft Public and Passenger Liability. When aircraft are used
> in connection with performing the contract, the Contractor **shall**
> have aircraft public and passenger liability insurance. Coverage
> **shall** be at least \$200,000 per person and \$500,000 per
> occurrence for bodily injury, other than passenger liability, and
> \$200,000 per occurrence for property damage. Coverage for passenger
> liability bodily injury **shall** be at least \$200,000 multiplied by
> the number of seats or passengers, whichever is greater.

(End of Clause)

**H.18 CAR 1352.228-71 Deductibles Under Required Insurance Coverage
(MAR2000)**

The following requirements also apply to this contract:

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

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

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

> (End of Clause)

**H.19 CAR 1352.228-72 Deductibles Under Required Insurance Coverage
(MAR2000)**

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

(End of Clause)

**H .20 FAR 52.217-7 Option for Increased Quantity---Separately Priced
Line Item** **(MAR**

**1989)**

The Government may require the delivery of the numbered line item,
identified in the Schedule as an option item, in the quantity and at the
price stated in the Schedule. The Contracting Officer may exercise the
option by written notice to the Contractor within the period of
performance of the contract. Delivery of added items shall continue at
the same rate that like items are called for under the contract, unless
the parties otherwise agree.

> (End of clause)

**H. 21 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR
2000)**

\(a\) The Government may extend the term of this contract by written
notice to the Contractor within thirty (30) days of the expiration of
the contract; provided that the Government gives the Contractor a
preliminary notice of its intent to extend at least sixty (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) \(c\) The total duration of this contract, including the exercise of
    any options under this clause, shall not exceed [sixty-nine
    (69]{.underline}) months.

Options are as follows:

[Period Start Date End Date]{.underline}

Option 1 October 1, 2006 September 30, 2007.

Option 2 October 1, 2007 September 30, 2008.

Option 3 October 1, 2008 September 30, 2009.

Option 4 October 1, 2009 September 30, 2010.

Option 5 October 1, 2010 September 30, 2011.

Option 6 October 1, 2011 December 31, 2011

**\[End Section H\]**