SOLICITATION, OFFER AND AWARD             Form 1 of 2
               OMB SOLICITATION CLEARANCE NO.
 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) Rating:
______________________________________________________________________________
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2. CONTRACT NO.     3. SOLICITATION NO.       4. TYPE OF SOLICITATION
                        RFP 97-017
                                                  X
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5. DATE ISSUED                      6. REQUISITION/PURCHASE NO.
    July 30, 1997                       PR980010
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7. ISSUED BY (Hand-carried Address)  8. ADDRESS OFFER TO (If other than Item 7)
    U.S. Department of Education
    Support Services Group
    GSA Building, Rm 3616, MS 4447                  (Same as Item 7)
    Seventh & D Streets, S.W.          ATTN: Linda Feeney
    Washington, D.C.  20202
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NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".
______________________________________________________________________________
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                               SOLICITATION
 9. Sealed offers in original and   8 copies of the technical proposal,
    and original and   4 copies of the business proposal for furnishing
    the supplies or services in the Schedule will be received at the
    place specified in Item 8, or if handcarried, in the depository
    located in (See Item 7) until 10:00 a.m. local time on September 12, 1997.
    CAUTION - LATE submissions, Modifications, and Withdrawals:  See
    Section L, Provision No. 52.214-7 or 52.215-10.  All offers are
    subject to all terms and conditions contained in this solicitation.
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10. FOR INFORMATION CALL:         A. NAME:  Linda Feeney
    B. TELEPHONE NO. (Include area code) :  (202)-708-8282
       (NO COLLECT CALLS)
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11. TABLE OF CONTENTS
    (X)   PART/SECTION   DESCRIPTION

          PART I   - THE SCHEDULE
    (X)              A   SOLICITATION/CONTRACT FORM
    (X)              B   SUPPLIES OR SERVICES AND PRICE/COSTS
    (X)              C   DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
    (X)              D   PACKAGING AND MARKING
    (X)              E   INSPECTION AND ACCEPTANCE
    (X)              F   DELIVERIES OR PERFORMANCE
    (X)              G   CONTRACT ADMINISTRATION DATA
    (X)              H   SPECIAL CONTRACT REQUIREMENTS
          PART II  - CONTRACT CLAUSES
    (X)              I   CONTRACT CLAUSES
          PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
    (X)              J   LIST OF ATTACHMENTS
          PART IV  - REPRESENTATIONS AND INSTRUCTIONS
    (X)              K   REPRESENTATIONS, CERTIFICATIONS AND OTHER
                         STATEMENTS OF OFFERORS
    (X)              L   INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS
                        M   EVALUATION FACTORS FOR AWARD
   
_____________________________________________________________________________
                                                  EXCEPTION TO STANDARD FORM 33
                                                  APPROVED BY GSA/IRMS 5-87


                                         RFP 97-017

                      SOLICITATION, OFFER AND AWARD

Form 2 of 2
                OFFER (Must be fully completed by offeror)
NOTE:  Item 12 does not apply if the solicitation includes the provisions at
       52.214-16, Minimum Bid Acceptance Period.
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12. In compliance with the above, the undersigned agrees, if this offer is
    accepted within ______ calendar days ( 120 calendar days unless
    a different period is inserted by the offeror) 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.
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13. DISCOUNT FOR PROMPT PAYMENT (See Section I, Clause No. 52.232-8)
    10 Calendar days 20 Calendar days 30 Calendar days __ Calendar days
    ______%            ______%            ______%         ______%
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14. ACKNOWLEDGMENT OF AMENDMENTS (The offeror acknowledges receipt of
    amendments to the SOLICITATION for offers and related documents
    numbered and dated:
    AMENDMENT NO.       DATE           AMENDMENT NO.       DATE

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15A. NAME AND ADDRESS OF OFFEROR      16. NAME AND TITLE OF PERSON 
AUTHORIZED
                                          TO SIGN OFFER (Type or Print)


15B. TELEPHONE NO. (Include Area Code) ______________________
15C. [ ] CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM ABOVE. ENTER 
SUCH
     ADDRESS IN SCHEDULE.
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17. SIGNATURE:                           18. OFFER DATE:
______________________________________________________________________________
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                   AWARD (To be completed by the Government)
19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND 
APPROPRIATION


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22. AUTHORITY FOR USING OTHER THAN  [      ] 10 U.S.C. 2304(C)(  )
    FULL AND OPEN COMPETITION:      [      ] 41 U.S.C.  253(C)(  )
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23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM ___________
    (4 copies unless otherwise specified)
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24. ADMINISTERED BY (If other than Item 7) 25.PAYMENT WILL BE MADE BY

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26. NAME OF CONTRACTING OFFICER  27. UNITED STATES OF AMERICA   
28.AWARD DATE
    (Type or Print)                  (Signature of Contracting Officer)

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IMPORTANT - Award will be made on this Form, or on Standard Form 26,
            or by other authorized official written notice.
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                                   EXCEPTION TO STANDARD FORM 33
                                  "APPROVED BY GSA/IRMS 5-87


                                         RFP 97-017






                              TABLE OF CONTENTS                         PAGE



SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS. . . . . . . . . . . .    1
   B.1   SECTION 8(A) AWARD. . . . . . . . . . . . . . . . . . . . . . .    1
   B.2   PROVISION FOR PRICING AND PAYMENT . . . . . . . . . . . . . . .    2
   B.3   CONTRACT DEFINITION . . . . . . . . . . . . . . . . . . . . . .    2
   B.4   LABOR CLASSIFICATIONS AND RATES . . . . . . . . . . . . . . . .    3
   B.5   MATERIALS REIMBURSMENT (TIME AND MATERIALS TASK ORDERS) . . . .    
6

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT. . . . . . . . . .    7
   C.1    SCOPE OF WORK. . . . . . . . . . . . . . . . . . . . . . . . .    7
          (ED 302-2) (FEBRUARY 1985)
   C.2   ORDERING PROVISION/TASK ORDER COMPETITION . . . . . . . . . . .    7
   C.3   PLACEMENT OF TASK ORDERS/TASK ORDER PROCEDURES. . . . . . . . .    8

SECTION D - PACKAGING AND MARKING. . . . . . . . . . . . . . . . . . . .   11
   D.1   SHIPMENT AND MARKING. . . . . . . . . . . . . . . . . . . . . .   11
         (ED 303-1) (MAR 1986)

SECTION E - INSPECTION AND ACCEPTANCE. . . . . . . . . . . . . . . . . .   12
   E.1   INSPECTION AND ACCEPTANCE . . . . . . . . . . . . . . . . . . .   12
         (ED 304-1) (FEB 1985)

SECTION F - DELIVERIES OR PERFORMANCE. . . . . . . . . . . . . . . . . .   13
   F.1   PERIOD OF PERFORMANCE . . . . . . . . . . . . . . . . . . . . .   13
         (ED 305-4) (MARCH 1986)
   F.2   DELIVERABLES. . . . . . . . . . . . . . . . . . . . . . . . . .   13
         (ED 305-6) (MARCH 1986)

SECTION G - CONTRACT ADMINISTRATION DATA . . . . . . . . . . . . . . . .   14
   G.1   CONTRACT ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . .   14
         (ED 306-8) (FEB 1985)
   G.2   ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY. 
. .   14
         (ED 306-2) (JAN 1989)
   G.3   INVOICE AND CONTRACT FINANCING REQUESTS SUBMISSION. . . . . . .   14
         (ALTERNATE I)
         (ED 306-1A) (MARCH 1988)
   G.4   GOVERNMENT-FURNISHED DATA . . . . . . . . . . . . . . . . . . .   15

         (ED 306-10) (APR 1984)
   G.5   AVAILABILITY OF ED STYLE MANUAL . . . . . . . . . . . . . . . .   16

SECTION H - SPECIAL CONTRACT REQUIREMENTS. . . . . . . . . . . . . . . .   17
   H.1   PAYMENT OF PRINTING TO BE PERFORMED BY THE. . . . . . . . . . .   17
         GOVERNMENT PRINTING OFFICE
         (ED 307-8) (APR 1992)
   H.2   COST ACCOUNTING STANDARDS APPLICATION . . . . . . . . . . . . .   17
         (ED 307-11) (JUNE 1992)
   H.3   ORDER OF PRECEDENCE (SOLICITATION). . . . . . . . . . . . . . .   17
         (ED 307-1) (NOVEMBER 1986)
   H.4   PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS . . . . . . .   17
         WITH DISABILITIES (ED 301-20) (FEB 1995)
   H.5   REQUIRED SUBMISSION OF INFORMATION FOR. . . . . . . . . . . . .   18
         PAYMENT BY ELECTRONIC FUNDS TRANSFER
         (ED 307-30) (SEP 1996)
   H.6   MANDATORY INFORMATION FOR . . . . . . . . . . . . . . . . . . .   19




                              TABLE OF CONTENTS                         PAGE

         ELECTRONIC FUNDS TRANSFER PAYMENT
         (FAR 52.232-33) (AUG 1996)
   H.7   ACCESSIBILITY OF SOFTWARE . . . . . . . . . . . . . . . . . . .   22
         ED 316-1 (APR 1997)
   H.8   PATENT INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . .   24
         (FAR 52.227-3) (APRIL 1984)
   H.9   PUBLICATION AND AUDIO-VISUAL PRODUCTION . . . . . . . . . . . .   24
         (ED 307-7) (MAY 1997)
   H.10  ORGANIZATIONAL CONFLICTS OF INTEREST. . . . . . . . . . . . . .   25
         (ED 307-17) (APR 1984)
   H.11  OPTION TO EXTEND SERVICES . . . . . . . . . . . . . . . . . . .   26
         (FAR 52.217-8) (AUG 1989)
   H.12  OPTION TO EXTEND THE TERM OF THE CONTRACT . . . . . . . . . . .   26
         (FAR 52.217-9) (MARCH 1989)
   H.13  ACCOMMODATION/ACCESSIBILITY FOR THE DISABLED. . . . . . . . . .   26
   H.14  KEY PERSONNEL DESIGNATION . . . . . . . . . . . . . . . . . . .   27
   H.15  MINIMUM CONTRACT GUARANTEE AND MAXIMUM POTENTIAL. . . . . . . .   
30
   H.16  NOTIFICATION OF UNSATISFACTORY PERFORMANCE. . . . . . . . . . .   30
   H.17  PERFORMANCE EVALUATIONS . . . . . . . . . . . . . . . . . . . .   31

PART II  - CONTRACT CLAUSES. . . . . . . . . . . . . . . . . . . . . . .   32
SECTION I  -  CONTRACT CLAUSES
   I.1   CLAUSES INCORPORATED BY REFERENCE-ALTERNATE I . . . . . . . . .   32
         (FAR 52.252-2) (JUN 1988)
   I.2   CLAUSES FOR A NEGOTIATED FIXED-PRICE SERVICES CONTRACT. . . . .   32
         (MATRIX-C) (FEB 1997)
   I.2.1    FEDERAL ACQUISITION REGULATION . . . . . . . . . . . . . . .   32
            (48 CFR CHAPTER 1) CLAUSES
   I.2.2    DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR). . . .   38
            (48 CFR CHAPTER 34) CLAUSES
   I.2.3    ADDITIONAL CLAUSES . . . . . . . . . . . . . . . . . . . . .   38

PART III - LIST OF DOCUMENTS, EXHIBITS . . . . . . . . . . . . . . . . .   41
      AND OTHER ATTACHMENTS
SECTION J -- LIST OF ATTACHMENTS
   J.1  LIST OF ATTACHMENTS. . . . . . . . . . . . . . . . . . . . . . .   41
        (ED 309-1) (MARCH 1985)

PART IV, SECTION K . . . . . . . . . . . . . . . . . . . . . . . . . . .   42

REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF THE
                    OFFEROR
   K.1   REPRESENTATION AUTHORITY. . . . . . . . . . . . . . . . . . . .   42
         (ED 310-1) (MARCH 1985)
   K.2   CERTIFICATE OF INDEPENDENT PRICE DETERMINATION. . . . . . . . .   42
         (FAR 52.203-2) (APRIL 1984)
   K.3   WOMEN-OWNED BUSINESS. . . . . . . . . . . . . . . . . . . . . .   43
         (FAR 52.204-5) (DEC 1996)
   K.4   PLACE OF PERFORMANCE. . . . . . . . . . . . . . . . . . . . . .   44
         (FAR 52.215-20) (APRIL 1984)
   K.5   CERTIFICATION OF NONSEGREGATED FACILITIES . . . . . . . . . . .   44
         (FAR 52.222-21) (APRIL 1984)
   K.6   DRUG-FREE WORKPLACE . . . . . . . . . . . . . . . . . . . . . .   45
         (FAR 52.223-6) (JAN 1997)
   K.7   CERTIFICATE OF CURRENT COST OR PRICING DATA . . . . . . . . . .   47
         (ED 310-5) (MARCH 1985)




                              TABLE OF CONTENTS                         PAGE

   K.8   DUPLICATION OF COST . . . . . . . . . . . . . . . . . . . . . .   48
         (ED 310-6) (MARCH 1985)
   K.9   EMPLOYER'S IDENTIFICATION NUMBER. . . . . . . . . . . . . . . .   48
         (ED 310-7) (MARCH 1985)
   K.10  CONTRACTOR IDENTIFICATION NUMBER - DATA . . . . . . . . . . . .   48
         UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER
         (FAR 52.204-6) (DEC 1996)
   K.11  TYPE OF BUSINESS ORGANIZATION . . . . . . . . . . . . . . . . .   49
         (FAR 52.215-6) (JULY 1987)
   K.12  AUTHORIZED NEGOTIATORS. . . . . . . . . . . . . . . . . . . . .   49
         (FAR 52.215-11) (APRIL 1984)
   K.13  GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION. . . . . . . .   49
         (ED 310-10) (APRIL 1984)
   K.14  SMALL BUSINESS PROGRAM REPRESENTATIONS. . . . . . . . . . . . .   52
         (FAR 52.219-1) (JAN 1997)
   K.15  PREVIOUS CONTRACTS AND COMPLIANCE REPORTS . . . . . . . . . . .   54
         (FAR 52.222-22) (APRIL 1984)
   K.16  AFFIRMATIVE ACTION COMPLIANCE . . . . . . . . . . . . . . . . .   55
         (FAR 52.222-25) (APRIL 1984)
   K.17  CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING . . . . . . .   55
         (FAR 52.223-13) (OCT 1996)
   K.18  POST EMPLOYMENT CONFLICT OF INTEREST. . . . . . . . . . . . . .   56
         (ED 310-16) (MARCH 1985)
   K.19  CERTIFICATION REGARDING DEBARMENT, SUSPENSION,. . . . . . . . .   56
         PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY
         MATTERS.  (FAR 52.209-5) (MAY 1989)
   K.20  TAXPAYER IDENTIFICATION . . . . . . . . . . . . . . . . . . . .   57
         (FAR 52.204-3) (SEPTEMBER 1989)
   K.21  CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS . . . . . . . .   58
         TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
         (FAR 52.203-11) (APRIL 1991)
   K.22  ORGANIZATIONAL CONFLICTS OF INTEREST. . . . . . . . . . . . . .   59
         CERTIFICATE -- MARKETING CONSULTANTS
         (FAR 52.209-7) (OCTOBER 1995)
   K.23  CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR . . . . . .   61
         ILLEGAL OR IMPROPER ACTIVITY
         (FAR 52.203-8) (JAN 1997)
   K.24  ORGANIZATIONAL CONFLICT OF INTEREST . . . . . . . . . . . . . .   62
         (EDAR 3452.209-70) (AUG 1987)
   K.25  REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED. . . . . .   62

         COMPUTER SOFTWARE
         (FAR 52.227-15) (JUNE 1987)
   K.26  CLEAN AIR AND WATER CERTIFICATION . . . . . . . . . . . . . . .   63
         (FAR 52.223-1) (APRIL 1984)
   K.27   COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION. . . . . .   63
          (52.230-1) (APR 1996)
   K.28  52.219-1  SMALL BUSINESS PROGRAM REPRESENTATIONS. . . . . . . .   67
                   (JAN 1997)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES. . . . . . . . . . . .   70
                   TO OFFERORS
   L.1   TYPE OF CONTRACT. . . . . . . . . . . . . . . . . . . . . . . .   70
   L.2   GENERAL INSTRUCTIONS. . . . . . . . . . . . . . . . . . . . . .   70
         (ED 311-2) (FEB 1996)
   L.3   TECHNICAL PROPOSAL INSTRUCTIONS . . . . . . . . . . . . . . . .   71




                              TABLE OF CONTENTS                         PAGE

   L.4   PAST PERFORMANCE REPORT . . . . . . . . . . . . . . . . . . . .   77
         (ED 314-1) (MAR 1996)
   L.5   BUSINESS PROPOSAL INSTRUCTIONS. . . . . . . . . . . . . . . . .   79
         (ED 311-4) (JUL 1996)
   L.6   REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION. . . . . .   83
         OTHER THAN COST OR PRICING DATA
         (FAR 52.215-41, ALTERNATE IV) (OCT 1995)
   L.7   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS . 
. .   84
         SUBCONTRACTING PLAN
         (FAR 52.219-9) (OCT 1995)
   L.8   PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW. . . . . .   89
         (FAR 52.222-24) (APRIL 1984)
   L.9   EXPLANATION TO PROSPECTIVE OFFERORS . . . . . . . . . . . . . .   89
         (FAR 52.215-14) (APRIL 1984)
   L.10  LATE SUBMISSIONS, MODIFICATIONS, AND. . . . . . . . . . . . . .   89
         WITHDRAWALS OF PROPOSALS
         (FAR 52.215-10) (MAY 1997)
   L.11  FAILURE TO SUBMIT OFFER . . . . . . . . . . . . . . . . . . . .   91
         (FAR 52.215-15) (MAY 1997)
   L.12  PROVISION FOR EVALUATION FACTOR AMENDMENTS. . . . . . . . . . .   91
         (ED 311-7) (MARCH 1986)
   L.13  CONTRACT AWARD. . . . . . . . . . . . . . . . . . . . . . . . .   91
         (FAR 52.215-16) (OCT 1995)
   L.14  FORMS CLEARANCE PROCESS . . . . . . . . . . . . . . . . . . . .   92
         (ED 311-5) (MARCH 1986)
   L.15  PROGRESS PAYMENTS NOT INCLUDED. . . . . . . . . . . . . . . . .   93
         (FAR 52.232-15) (APR 1984)
   L.16  SERVICE OF PROTESTS . . . . . . . . . . . . . . . . . . . . . .   93
         (FAR 52.233-2) (AUG 1996)
   L.17  FACILITIES CAPITAL COST OF MONEY. . . . . . . . . . . . . . . .   93
         (FAR 52.215-30) (SEPT 1987)
   L.18  TECHNICAL QUESTIONS . . . . . . . . . . . . . . . . . . . . . .   93
   L.19  DISPOSITION OF PROPOSALS. . . . . . . . . . . . . . . . . . . .   94

SECTION M - EVALUATION FACTORS FOR AWARD . . . . . . . . . . . . . . . .   95
   M.1   EVALUATION OF OPTIONS . . . . . . . . . . . . . . . . . . . . .   95
         (FAR 52.217-5) (JULY 1990)
   M.2   MINIMUM QUALIFICATION CRITERIA. . . . . . . . . . . . . . . . .   95
   M.3   EVALUATION FACTORS FOR AWARD (ALTERNATE I). . . . . . . . . . .   95

         (ED 312-2) (FEB 1996)


                                         RFP 97-017




             SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

    B.1   SECTION 8(A) AWARD


              NOTICE TO OFFERORS:  ONE OF THE AWARDS UNDER THIS
              SOLICITATION IS RESERVED FOR AN 8(A) FIRM.  THE CLAUSE
              FAR 52.219-17 IS SPECIFIC TO THAT AWARD.

       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 US DEPARTMENT OF EDUCATION 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 US DEPARTMENT OF EDUCATION 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

                                Page 1 of 99


                                         RFP 97-017

         subcontract to any lower tier subcontractor without the prior
         written approval of the SBA and the cognizant Contracting
         Officer of the US DEPARTMENT OF EDUCATION.




    B.2   PROVISION FOR PRICING AND PAYMENT

         (a) The total not-to-exceed amount of this contract is
         $________.  Payment of that amount shall be made in accordance
         with the incorporated General Provision entitled "Payment
         under Fixed-Price Research and Development Contracts"- for
         fixed price task orders or "Payment under Time-and-Materials
         and Labor-Hour Contracts" for time and materials task orders.

         (b) For fixed priced Task Orders, the Government shall pay the
         Contractor, upon submission of proper invoices or vouchers,
         the prices stipulated in this contract (including task orders
         issued under this contract) for work delivered or rendered and
         accepted less any deduction provided in this contract.  Unless
         otherwise specified, payment shall be made upon acceptance of
         any portion of the work delivered or rendered for which a
         price is separately stated in the contract or in a task order
         issued under this contract.

         (c) The Government shall not be liable for any charges which
         exceed the ceiling price stated in Paragraph "A" above unless
         such charges are authorized in writing by the contracting
         officer.

         (d) The Government shall have the right at any time during the
         period of performance of this contract to unilaterally
         increase the total amount of this contract.



    B.3   CONTRACT DEFINITION

         (a) This is an Indefinite-quantity contract as described under
         subpart 16.504 of the Federal Acquisition Regulation.  All
         work hereunder shall be secured by the issue of Time and

         Materials and Fixed price task orders (See FAR subparts 16.601

         and 16.201, respectively) as specified under the article
         entitled TASK ORDER PROCEDURES.

         (b) Time and materials task orders shall order specific hourly
         labor applications and otherwise set any necessary special
         conditions for reimbursable materials use.  Hours shall be
         secured by worker classification and corresponding fixed
         comprehensive rates of charge (loaded labor rates). Loaded
         rates shall be as specified in the article titled "Labor
         Classification and Rates".  Ordered hours shall serve as
         ceilings for use for each specified classification under the
         subject tasks.

                                Page 2 of 99


                                         RFP 97-017


         (c) Fixed price task orders shall include a schedule of
         deliverables and corresponding payment schedule.  The
         Government shall pay the Contractor, upon submission of proper
         invoices or vouchers, the prices stipulated in the task orders
         for work delivered or rendered and accepted.  Unless otherwise
         specified-payment shall be made upon acceptance of any portion
         of the work delivered or rendered for which a price is
         separately stated in the task order.

         (d) The estimated total hours of direct labor for all work
         under this contract are 300,000 hrs.  The estimated total
         hours of direct labor are ceilings- actual hours of direct
         labor shall not exceed these amounts, under no circumstances
         will the Contractor be required to work in excess of these
         limits.  Actual hours of direct labor expended on the Contract

         shall be considered the sum of the amounts authorized for time

         and materials type task orders and hours proposed- accepted
         and used in the pricing of fixed price task orders.

         (e) The Government shall order, at a minimum, 300 hours of
         work over the life of this contract.  Labor categories to be
         used and work to be done shall be specified by task order.
         Obligation of funds shall only occur at the time of task order
         issuance.

         (f) Materials use and reimbursement shall be governed by the
         incorporated general provision entitled "Allowable Cost and
         Payment" as shown in FAR 52.216-7.



    B.4   LABOR CLASSIFICATIONS AND RATES

         (a) The rates listed in paragraph (c) below shall be the firm
         fixed hourly rates of charge. Those shall also be complete
         charges inclusive of all wage payment and overhead and profit
         application and no greater amount shall accordingly be paid
         for any particular hour of use.


         (b) Personnel supplied under the classifications shall
         minimally meet the qualification levels for each labor
         category included as part of the statement of work, Attachment
         A hereto.  Only permission of the Contracting Officer may
         permit use of other qualified personnel.  Rates and
         qualifications for other qualified personnel shall be formally
         set via contract modification.

         (c) Fixed hourly rates of charge (loaded labor rates):


              FIXED HOURLY RATES OF CHARGE (EIGHTEEN MONTH BASE PERIOD)

                                                                LOAD-

                                Page 3 of 99


                                         RFP 97-017

                                                                ED
              LABOR CATEGORY                     HOURS          RATE

              PROJECT DIRECTOR                    4813          _____
              SENIOR TECHNICAL SPECIALIST         6068          _____
              JUNIOR TECHNICAL SPECIALIST        13940          _____
              SENIOR WRITER EDITOR                5273          _____
              WRITER/EDITOR                      16635          _____
              INSTRUCTIONAL DESIGNER              8865          _____
              SECRETARY                           6605          _____
              LOGISTICS SPECIALIST                1283          _____
              Sr. CBT INSTRUCT'L DESIGNER          600          _____
              Jr. CBT INSTRUCT'L DESIGNER          900          _____
              VIDEO PRODUCER                      3750          _____
              FORMS DESIGNER ANALYST              2250          _____
              GRAPHICS DESIGN SPECIALIST           900          _____
              NATIONAL CONSULTANT                  983          _____
              LOCAL CONSULTANT                    1403          _____

              Total estimated hours for period:  74,268 Hours   _____


              FIXED HOURLY RATES OF CHARGE (OPTION YEAR I)

                                                                LOAD-
                                                                ED
              LABOR CATEGORY                     HOURS          RATE

              PROJECT DIRECTOR                    3208          _____
              SENIOR TECHNICAL SPECIALIST         4045          _____
              JUNIOR TECHNICAL SPECIALIST         9293          _____
              SENIOR WRITER EDITOR                3515          _____
              WRITER/EDITOR                      11090          _____
              INSTRUCTIONAL DESIGNER              5910          _____
              SECRETARY                           4403          _____
              LOGISTICS SPECIALIST                 855          _____
              Sr. CBT INSTRUCT'L DESIGNER          400          _____
              Jr. CBT iNSTRUCT'L DESIGNER          600          _____
              VIDEO PRODUCER                      2500          _____
              FORMS DESIGNER ANALYST              1500          _____
              GRAPHICS DESIGN SPECIALIST           600          _____
              NATIONAL CONSULTANT                  655          _____

              LOCAL CONSULTANT                     935          _____

              Total estimated hours for period:  49,509 Hours   _____


              FIXED HOURLY RATES OF CHARGE (OPTION YEAR II)

                                                                LOAD-
                                                                ED
              LABOR CATEGORY                     HOURS          RATE

              PROJECT DIRECTOR                    3208          _____
              SENIOR TECHNICAL SPECIALIST         4045          _____
              JUNIOR TECHNICAL SPECIALIST         9293          _____

                                Page 4 of 99


                                         RFP 97-017

              SENIOR WRITER EDITOR                3515          _____
              WRITER/EDITOR                      11090          _____
              INSTRUCTIONAL DESIGNER              5910          _____
              SECRETARY                           4403          _____
              LOGISTICS SPECIALIST                 855          _____
              Sr. CBT INSTRUCT'L DESIGNER          400          _____
              Jr. CBT INSTRUCT'L DESIGNER          600          _____
              VIDEO PRODUCER                      2500          _____
              FORMS DESIGNER ANALYST              1500          _____
              GRAPHICS DESIGN SPECIALIST           600          _____
              NATIONAL CONSULTANT                  655          _____
              LOCAL CONSULTANT                     935          _____

              Total estimated hours for period:  49,509 Hours   _____


              FIXED HOURLY RATES OF CHARGE (OPTION YEAR III)

                                                                LOAD-
                                                                ED
              LABOR CATEGORY                     HOURS          RATE

              PROJECT DIRECTOR                    3208          _____
              SENIOR TECHNICAL SPECIALIST         4045          _____
              JUNIOR TECHNICAL SPECIALIST         9293          _____
              SENIOR WRITER EDITOR                3515          _____
              WRITER/EDITOR                      11090          _____
              INSTRUCTIONAL DESIGNER              5910          _____
              SECRETARY                           4403          _____
              LOGISTICS SPECIALIST                 855          _____
              Sr. CBT INSTRUCT'L DESIGNER          400          _____
              Jr. CBT INSTRUCT'L DESIGNER          600          _____
              VIDEO PRODUCER                      2500          _____
              FORMS DESIGNER ANALYST              1500          _____
              GRAPHICS DESIGN SPECIALIST           600          _____
              NATIONAL CONSULTANT                  655          _____
              LOCAL CONSULTANT                     935          _____

              Total estimated hours for period:  49,509 Hours   _____


              FIXED HOURLY RATES OF CHARGE (OPTION YEAR IV)

                                                                LOAD-
                                                                ED
              LABOR CATEGORY                     HOURS          RATE

              PROJECT DIRECTOR                    3208          _____
              SENIOR TECHNICAL SPECIALIST         4045          _____
              JUNIOR TECHNICAL SPECIALIST         9293          _____
              SENIOR WRITER EDITOR                3515          _____
              WRITER/EDITOR                      11090          _____
              INSTRUCTIONAL DESIGNER              5910          _____
              SECRETARY                           4403          _____
              LOGISTICS SPECIALIST                 855          _____
              Sr. CBT INSTRUCT'L DESIGNER          400          _____

                                Page 5 of 99


                                         RFP 97-017

              Jr. CBT INSTRUCT'L DESIGNER          600          _____
              VIDEO PRODUCER                      2500          _____
              FORMS DESIGNER ANALYST              1500          _____
              GRAPHICS DESIGN SPECIALIST           600          _____
              NATIONAL CONSULTANT                  655          _____
              LOCAL CONSULTANT                     935          _____

              Total estimated hours for period:  49,509 Hours   _____



    B.5   MATERIALS REIMBURSMENT (TIME AND MATERIALS TASK ORDERS)

         (a) Labor exclusive direct costs (other direct costs),
         including expenses for materials, direct travel, lodging and
         subsistance and other necessary supportive items or services
         shall be directly reimbursed as directed in task orders up to
         the specified ceilings therein.  Labor exclusive direct costs
         which exceed the specified ceilings in task orders shall not
         be reimbursed.

         (b) No direct cost shall be reimbursed unless allowable under
         the cost principles of Part 31 of the Federal Acquisition
         Regulation.  Reimbursment of other direct costs shal be
         governed by the incorporated General Provision entitled
         "Allowable Cost and Payment".

         (c) A materials handling overhead shall be separately
         reimbursed. That shall apply as a set percentage of direct
         materials expenditures. The materials handling overhead rate
         is _____%, for the base performance period.  Overhead rates
         for the option periods are as follows:

                   Option Period I     _____%
                   Option Period II    _____%
                   Option Period III   _____%
                   Option Period IV    _____%

         (d) Fee shall not be allowed on any of these expenditures.


















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                                         RFP 97-017

       SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT



     C.1    SCOPE OF WORK
            (ED 302-2) (FEBRUARY 1985)

 The contractor shall furnish all personnel, materials, services, and
 facilities necessary to perform the requirements set forth in the
 Statement of Work, Attachment A hereto.  This shall also be done in
 accordance with the specified General and Special Provisions and the
 contractor's final technical proposal, as shall be incorporated by
 reference as a part of the contract.



    C.2   ORDERING PROVISION/TASK ORDER COMPETITION

    At the discretion of the Government, individual task orders may be
    competed among the contracts resulting from this solicitation,
    in order to obtain the best combination of price and technical
    superiority.  Individual criteria for evaluation purposes shall be
    spelled out in the specific Task Order Request for Proposal.  Task
    awards made under these limited competition procedures shall not
    be subject to the Disputes Clause of this contract (52.233-1).
    The Contracting Officer's determination of any task award under
    this contract shall be final.

    The following ordering procedures apply to all Task Orders issued
    under this contract.  Any supplies and/or services to be furnished
    under this contract will be ordered by issuance by written Task
    Orders.  Task Orders shall be issued in accordance with FAR 52.216-
    18, 52.216-18; Ordering, 52.216-19; Order Limitation, and 52.216-
    22, Indefinite Quantity (See Section I).  In addition:

    (a)  Only the Contracting Officer and/or delegated official has the
         authority to issue a Task Order under this contract.

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


    (c)  All costs associated with preparation, presentation, and/or
         discussion of the Contractor's Task Order proposal shall be at
         the Contractor's expense.  Post-award TO administration,
         including applicable personnel cost allocations by TO, shall
         also be at the Contractor's expense.  The Contractor is
         responsible for determining the most appropriate method for
         recovering such costs (e.g., direct or indirect charges to
         Task Orders) based on its standard accounting practices.  See
         the clauses entitled LABOR CLASSIFICATION AND RATES, and
         MATERIALS REIMBURSEMENT (TIME AND MATERIALS TASK ORDERS).

    (d)  It is the Government's intent to compete all task orders among
         the contractors awarded a contract.  It is the Government's
         intent to issue task orders for every task order request.

                                Page 7 of 99


                                         RFP 97-017

         However, awardees need not be given an opportunity to be
         considered for a particular TO if the Contracting Officer
         determines that:

         (1)  The agency need for such supplies or services is of such
              urgency that providing such opportunity would result in
              unacceptable delays;

         (2)  Only one such contractor is capable of providing such
              supplies or services required at the level of quality
              required because the supplies or services ordered are
              unique or highly specialized;

         (3)  The order should be issued on a sole source basis in the
              interest of economy and efficiency as a logical follow-on
              to a Task Order already issued under the contract or
              through exercise of option periods specified in the
              original Task Order, provided that all awardees were
              given fair opportunity to be considered for the original
              Task Order; or

         (4)  It is necessary to place a Task Order to satisfy a
              minimum guarantee (see clause entitled MINIMUM CONTRACT
              GUARANTEE AND MAXIMUM POTENTIAL) or meet preference
              program goals.

    (e)  No work will be performed and no payment will be made except
         as authorized by a TO.

    (f)  The Contracting Officer's selection decision on each task
         order shall be final and shall not be subject to the protest
         or disputes provisions of the contract, except for a protest
         that the task order increases the scope, period, or maximum
         value of the contract.  However, complaints from the
         contractor may be submitted to the Task Order Ombudsman for
         the Department of Education.



    C.3   PLACEMENT OF TASK ORDERS/TASK ORDER PROCEDURES

    (a) Work required under this contract shall be requested by the

    issuance of task orders on an as required basis.  Initially, a
    Statement of Work for a proposed task order will be furnished to
    the Contractor as well as a request for a technical and cost
    proposal (Task Order Request for Proposal). The request will state
    whether the task order is to be fixed price or time and materials.
    Proposals generally shall be due 10 working days from the date of
    request.  Technical and cost/price negotiations will be held if
    necessary.

    (b)  TOs may be issued on either a competitive or non-competitive
    basis.  Regardless of whether the TO is competitive or non-
    competitive, oral or written proposals (as considered appropriate
    in light of the dollar value, complexity, and duration of work for
    the TO) may be authorized by the Contracting Officer.  In addition:

                                Page 8 of 99


                                         RFP 97-017


         (1)  The Government reserves the right to make award on
         initial offers.

         (2)  The Task Order award(s) will be made to the offeror(s)
         whose proposal is determined to best meet the needs of the
         Government after consideration of all factors -- provides the
         "best value."  "Best value" for the purpose of the contract is
         defined as the procurement process that results in the most
         advantageous acquisition decision for the Government and is
         performed through an integrated assessment and trade-off
         analysis between technical, past performance and cost/price
         factors.

         (3)  Offeror must provide offers on all competitively awarded
         task orders (unless otherwise directed by the Contracting
         Officer).  Offerors must delineate which portions of the task
         order will be performed by the prime contractor vs
         subcontractors.

         (4)  Offers are cautioned that in conducting the task order
         evaluation, the Government may use data provided by the
         offeror in its proposal as well as data obtained from
         other sources, including previously awarded task orders.
         While the Government may elect to consider data obtained from
         other sources, the burden of providing thorough and complete
         information rests with the offeror.

    (c)  The Government shall evaluate the Contractor's task order
    proposal and determine whether or not to award a task order.
    Evaluation of the technical/past performance portion of the task
    order shall be done separately from the evaluation of the
    cost/price portion.  Technical and cost/price negotiations will be
    held if necessary.  If discussions are conducted, the Contractor
    will be notified and provided an opportunity to submit a Best and
    Final Offer (BAFOs).  Upon receipt of the BAFO, the TO will be
    evaluated and a TO will be awarded if considered to be in the
    Government's best interests.

    (d) Each finalized task order will be signed by the Contracting
    Officer as a single party instrument, not requiring the
    Contractor's signature.  As a minimum each task order will contain

    the following:

         (1)  Each task order will be numbered consecutively;
         (2)  Contract number will be indicated on each task order;
         (3)  Period of performance;
         (4)  The Statement of Work for the task shall be attached and
              the Contractor's proposal for the task shall be
              incorporated by reference.  In case of a conflict between
              those, the former shall take precedence.
         (5)  Fixed Price task orders shall include the total firm
              fixed price, schedule of deliverables and payment
              schedule.
         (6)  Time and materials task orders shall include the total
              not-to-exceed amount, authorized hours of labor by labor

                                Page 9 of 99


                                         RFP 97-017

              classification and authorized dollar amounts for labor,
              materials and materials overhead.

    (e) The contractor's acceptance of each task order shall be
    presumed by its commencement of work called for therein.  If the
    Contractor finds any task order unacceptable for any reasons he
    shall contact the Contracting Officer within 24 hours after receipt
    of such task order and not begin the work required therein until
    the problem has been resolved, The Contractor is cautioned to
    observe the following instructions:

         (1)  All task orders are subject to the terms and conditions
              of this contract.  In the event of a conflict between a
              task order and this contract, the contract shall control.
         (2)  The Contractor will not accept task orders which exceed
              the "Not to Exceed" amount of the contract or which
              require performance beyond the contract termination date.
         (3)  If at any time during the performance of a Time and
              Materials task order, the Contractor has reason to
              believe that the total price to the Government to
              complete the task order will be greater than the
              authorized amount, the Contractor shall notify the
              Contracting Officer, giving a revised estimate of the
              total price for performing the task and giving supporting
              reasons and documentation. If fewer hours or materials
              are required, only the hours and materials actually used
              shall be invoiced.

    (f) In the event any task is so urgent that time cannot be allowed
    to issue a task order in writing, Contracting Officer may provide
    oral authorization for the Contractor to proceed with the actual
    work.  In such an event, the Contracting Officer will identify the
    contract number, the task order number, and state the cost.  Oral
    authorization will be confirmed in writing through the issuance of
    a task order.

    (g)  When responding to a request for a proposal for a TO, in
    addition to the technical and/or management approach proposed, the
    Contractor shall, for cost/price purposes, use:

         (1)  The labor categories in the attachment entitled PERSONNEL
              REQUIREMENTS and any others necessary to the TO;

         (2)  The corresponding loaded labor rates in the clause
              entitled LABOR CLASSIFICATIONS AND RATES and any other
              rates for labor categories not included in the clause;
         (3)  other direct costs as applicable (hardware, software,
              subcontractor, travel, etc.);
         (4)  An appropriate Materials Handling Overhead.









                                Page 10 of 99


                                         RFP 97-017

                      SECTION D - PACKAGING AND MARKING



     D.1   SHIPMENT AND MARKING
           (ED 303-1) (MAR 1986)

     (a)  The contract number shall be placed on or adjacent to all
     exterior mailing or shipping labels of deliverable items called for
     by the contract.

     (b)  Ship deliverable items to:

              US Department of Education
              Contracts Service
              7th & D Sts, SW, ROB-3, RM 3624
              Washington, D.C.  20202
              Attn:  Monica Osborne, Procurement Technician

     (c)  Mark deliverables for:   ______





































                                Page 11 of 99


                                         RFP 97-017

                SECTION E - INSPECTION AND ACCEPTANCE



     E.1   INSPECTION AND ACCEPTANCE
           (ED 304-1) (FEB 1985)

  Pursuant to the inspection clause in Part II, Section I, final
  inspection and acceptance of all contracted items shall be made by
  the Contracting Officer.

 Inspection and acceptance will be performed at:

           U.S. Department of Education
           ROB-3
           Room 3624
           7th and D Streets, South West
           Washington, DC  20202







































                                Page 12 of 99


                                         RFP 97-017

                SECTION F - DELIVERIES OR PERFORMANCE


    F.1   PERIOD OF PERFORMANCE
          (ED 305-4) (MARCH 1986)

              The period of performance shall be from date of contract
              award through June 30, 1999, inclusive of all specified
              deliveries and/or task work.






    F.2   DELIVERABLES
          (ED 305-6) (MARCH 1986)

 All deliverables shall be submitted to the designated Department of
 Education Contracting Officer.  This shall be done according to the
 kinds, quantities and dates indicated in the attached Statement of
 Work.



































                                Page 13 of 99


                                         RFP 97-017

                SECTION G - CONTRACT ADMINISTRATION DATA


    G.1   CONTRACT ADMINISTRATOR
          (ED 306-8) (FEB 1985)

     The Contractor shall designate one individual to be contacted
     during the period of the contract for prompt contract
     administration.


        ______
        ______
        ______
        ______
        ______
        ______
        ______




     G.2   ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY
           (ED 306-2) (JAN 1989)

     (A)  The contractor shall request written authorization from the
     contracting officer before acquiring any contractually necessary
     property to which the Government will have title.

     The request shall include complete descriptions of all individual
     items which will exceed $1,000 in cost, including:

         (a) a brief statement of function;

         (b) manufacturer and manufacturer's brand name, model or part
         number;

         (c) vendor and its proposed price;

     (B)  Management of government property in the possession of the
     contractor shall be in accordance with FAR Part 45.  The contractor
     shall provide an annual report of total property acquisition cost,

     as required by FAR 45.505-14.

     G.3   INVOICE AND CONTRACT FINANCING REQUESTS SUBMISSION
           (ALTERNATE I)
           (ED 306-1A) (MARCH 1988)

     (A)  Payments shall be rendered in accordance with the payments
     clause(s) of the incorporated contract clause section and with
     those otherwise specified rated or fixed price amounts.

     (B)  The contractor shall submit the original and three (3) copies
     of invoices or contract financing requests to the Designated
     Billing Office.


                                Page 14 of 99


                                         RFP 97-017

         ______
         ______
         ______
         ______
         ______
         ______

     NOTE:  Invoices or contract financing requests must be sent to the
     designated billing office indicated above.  Invoices or contract
     financing requests should NOT be sent to the "Payment will be made
     by" office indicated on the face page of the contract (block 12 of
     SF26 or block 25 of SF33).

     (C)  The Contractor shall prepare invoices and contract financing
     requests in accordance with the billing instructions attached
     hereto and made a part of this contract.

     (D)  Charges for services ordered under task orders shall be
     listed by task order number and shall include:

              For fixed price task orders:  Unit prices and quantities.

              For time and materials task orders:  The number of
              billable hours by labor category and an itemization of
              Other Direct Costs and any Material Handling Overhead
              being charged.

     (E)  Charges for services ordered under task orders shall specify
     the Accounting and Appropriation Data the particular Task Order is
     being billed against.

     (F)  Charges for services ordered under task orders shall specify
     which dollars pertain to DIRECT STUDENT LOAN versus NOT RELATED TO
     DIRECT STUDENT LOAN.




     G.4   GOVERNMENT-FURNISHED DATA
           (ED 306-10) (APR 1984)

     (A) The Government shall deliver to the Contractor the Government-

     furnished data described in the contract.  If the data is not
     delivered on schedule, or is unsuitable for its intended use, the
     Contracting Officer shall equitably adjust affected provisions of
     this contract in accordance with the "Changes" clause when:

          (1) The Contractor submits a timely written request for an
              equitable adjustment; and

          (2) The facts warrant an equitable adjustment.

     (B)  Title to Government-furnished data shall remain in the
     Government.

     (C)  The Contractor shall use the Government-furnished data only in

                                Page 15 of 99


                                         RFP 97-017

     connection with this contract.

     (D)  The data will be furnished to the Contractor as specified in
     the Individual Task Orders.

     (E)  Other treatment and rights shall be in accordance with the
     incorporated general provision titled "Government Property".


    G.5   AVAILABILITY OF ED STYLE MANUAL

         A copy of the style manual is attached.  See clause entitled
         LIST OF ATTACHMENTS for attachment number.












































                                Page 16 of 99


                                         RFP 97-017

                SECTION H - SPECIAL CONTRACT REQUIREMENTS



     H.1   PAYMENT OF PRINTING TO BE PERFORMED BY THE
           GOVERNMENT PRINTING OFFICE
           (ED 307-8) (APR 1992)

     The General Provisions of this contract set forth the Department's
     policy regarding printing to be performed in order to meet the terms
     of the contract.  Should the services of the Government Printing
     Office (GPO) be required, the contractor shall request to the
     Department of Education to requisition those, subject to the
     contractor's provision of a completed SF-1, Printing and Binding
     Requisition to the Public Printer.  Payment to the GPO shall be made
     directly by the Department and charged to the Contract.

     H.2   COST ACCOUNTING STANDARDS APPLICATION
           (ED 307-11) (JUNE 1992)

    The contract clause entitled "Cost Accounting Standards" shall apply
    to any resulting contract, except as exempted under Section
    9903.201-1(b) of 48 CFR (CAS) Chapter 99 or when the contract is
    eligible for modified coverage under Section 9903.201-2(b) of the
    same Regulation. The clause entitled "Disclosure and Consistency of
    Cost Accounting Practices" shall apply in the latter case.



     H.3   ORDER OF PRECEDENCE (SOLICITATION)
           (ED 307-1) (NOVEMBER 1986)

     Any inconsistency in this solicitation shall be resolved by giving
    precedence in the following order:

        (a) the Schedule (excluding the work statement or
    specification),

        (b) representations and other instructions,

        (c) contract clauses (Section I)


        (d) any incorporated documents, exhibits, or attachments,
            excluding the work statement or specifications, and

        (e) work statement or specifications.


     H.4   PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS
           WITH DISABILITIES (ED 301-20) (FEB 1995)

    The contractor shall comply with all applicable requirements of the
    Americans with Disabilities Act of 1990 including Section 302, which
    provides that:

          "No individual shall be discriminated against on the basis of

                                Page 17 of 99


                                         RFP 97-017

    disability in the full and equal enjoyment of the goods, services,
    facilities, privileges, advantages, or accommodations of any place
    of public accommodation by any person who owns, leases (or leases
    to), or operates a place of public accommodation."

    Failure to comply with the Americans with Disabilities Act of 1990,
    as amended, shall be considered a failure to comply with the terms
    of this contract.



     H.5   REQUIRED SUBMISSION OF INFORMATION FOR
           PAYMENT BY ELECTRONIC FUNDS TRANSFER
           (ED 307-30) (SEP 1996)

    A.  FAR clause 52.232-33, Mandatory Information of Electronic Funds
    Transfer Payments, requires that contractors submit to the payment
    office information needed for payment by EFT.

    1.  If the contractor is already enrolled in the Vendor Express
    program and is receiving payments from ED through EFT, the
    contractor shall notify the Contracting Officer of its Vendor
    Express number and enter it on all invoices submitted for payment
    under this contract.

    2.  If the contractor is already enrolled in the Vendor Express
    program and receiving payments through EFT but not from ED,
    the contractor shall send a copy of its original Vendor Express
    enrollment Proof Letter to:

              Bernice Byrd
              U.S. Department of Education
              Program Management & Reporting Unit
              600 Independence Ave., SW, Room 3365
              Washington, D.C.  20202

    Or fax to:

              (202) 40l-l624

             (For confirmation of receipt call:  (202) 40l-0995.)


    The contractor shall promptly notify the Contracting Officer that
    one copy of its Proof Letter has been sent to the address above.

    3.  If the contractor is not currently enrolled in Vendor Express,
    the contractor shall call the National Finance Center (NFC)
    Inquiry line at l-800-42l-0323, Miscellaneous Payments Section,
    or Lea Lang at 504-255-3327, to request a Vendor Express
    application package including enrollment form SF 388l with an
    assigned Vendor Express number indicated in block 8, Additional
    Information.  The contractor must follow the NFC enrollment
    instructions and send the completed form back to:

              USDA/NFC
              P.O. Box 60,000

                                Page 18 of 99


                                         RFP 97-017

              Tano Building
              New Orleans, LA  70l60

    NFC will send a Prenotifiction Letter of enrollment to the
    contractor's financial institution indicated in the financial
    institution information blocks of the SF 388l.  NFC will also
    send a "test" entry of payment for zero dollars to the
    financial institution requesting verification of the
    contractor's account information.  The financial institution
    must return the completed Prenotification Letter with
    verification of the successful "test" entry to NFC within
    three work days.  The contractor will receive a Proof Letter
    from NFC indicating that the account is now active and that
    NFC is now able to implement payments using Vendor Express.
    The contractor shall promptly send a copy of its Proof
    Letter to the address in paragraph 2 above and notify the
    Contracting Officer.

    B.  Contractors can call NFC Inquiry at the 800 number in
    A.3. to confirm that their account has been properly
    activated to receive payments through EFT.  Contractors who
    have already submitted the required SF 388l Enrollment form
    to NFC and have NOT received a Proof Letter, must call NFC
    Inquiry line to follow up on their enrollment status.



     H.6   MANDATORY INFORMATION FOR
           ELECTRONIC FUNDS TRANSFER PAYMENT
           (FAR 52.232-33) (AUG 1996)


         (a)  Method of payment.  Payments by the Government under this
    contract, including invoice and contract financing payments, may be
    made by check or electronic funds transfer (EFT) at the option of
    the Government.  If payment is made by EFT, the Government may, at
    its option, also forward the associated payment information by
    electronic transfer.  As used in this clause, the term "EFT" refers
    to the funds transfer and may also include the information transfer.

         (b)  Mandatory submission of Contractor's EFT information. (l)
    The Contractor is required, as a condition to any payment under this

    contract, to provide the Government with the information required to
    make payment by EFT as described in paragraph (d) of this clause,
    unless the payment office determines that submission of the
    information is not required. However, until January l, 1999, in the
    event the Contractor certifies in writing to the payment office that
    the Contractor does not have an account with a financial institution
    or an authorized payment agent, payment shall be made by other than
    EFT.  For any payments to be made after January l, 1999, the
    Contractor shall provide EFT information as described in paragraph
    (d) of this clause.

         (2)  If the Contractor provides EFT information, applicable to
    multiple contracts, the Contractor shall specifically state the
    applicability of this EFT information in terms acceptable to the

                                Page 19 of 99


                                         RFP 97-017

    payment office.

         (c)  Contractor's EFT information.  Prior to submission of the
    first request for payment (whether for invoice or contract financing
    payment) under this contract, the Contractor shall provide the
    information required to make contract payment by EFT, as described
    in paragraph (d) of this clause, directly to the Government payment
    office named in this contract.  If more than one payment office is
    named for the contract, the Contractor shall provide a separate
    notice to each office. In the event that the EFT information
    changes, the Contractor shall be responsible for providing the
    changed information to the designated payment office(s).

         (d)  Required EFT information.  The Government may make payment
    by EFT through either an Automated Clearing House (ACH) subject to
    the banking laws of the United States or the Federal Reserve Wire
    Transfer System at the Government's option.  The Contractor shall
    provide the following information for both methods in a form
    acceptable to the designated payment office. The Contractor may
    supply this data for this or multiple contracts (see paragraph (b)
    of this clause).

         (l)  The contract number to which this notice applies.

         (2)  The Contractor's name and remittance address, as stated in
    the contract, and the contract number at the Contractor's financial
    agent.

         (3)  The signature (manual or electronic, as appropriate),
    title, and telephone number of the Contractor official authorized to
    provide this information.

         (4)  For ACH payments only:

         (i)  Name, address, and 9-digit Routing Transit Number of the
    Contractor's financial agent.

         (ii)  Contractor's account number and the type of account
    (checking, saving, or lockbox).

         (5)  For Federal Reserve Wire Transfer System payments only:


              (i)  Name, address, telegraphic abbreviation, and the
    9-digit Routing Transit Number for the Contractor's financial agent.

              (ii)  If the Contractor's financial agent is not directly
    on-line to the Federal Reserve Wire Transfer System and, therefore,
    not the receiver of the wire transfer payment, the Contractor shall
    also provide the name, address, and 9-digit Routing Transit Number
    of the correspondent financial institution receiving the wire
    transfer payment.

         (e)  Suspension of payment.  (l)  Notwithstanding the
    provisions of any other clause of this contract, the Government is
    not required to make any payment under this contract until after
    receipt, by the designated payment office, of the correct EFT

                                Page 20 of 99


                                         RFP 97-017

    payment information from the Contractor or a certificate submitted
    in accordance with paragraph (b) of this clause.  Until receipt of
    the correct EFT information, any invoice or contract shall be deemed
    not to be a valid invoice or contract financing request as defined
    in the Prompt Payment clause of this contract.

         (2)  If the EFT information changes after submission of correct
    EFT information, the Government shall begin using the changed EFT
    information no later than the 30th day after its receipt to the
    extent payment is made by EFT.  However, the Contractor may request
    that no further payments be made until the changed EFT information
    is implemented by the payment office.  If such suspension would
    result in a late payment under the Prompt Payment clause of this
    contract, the Contractor's request for suspension shall extend the
    due date for payment by the number of days of the suspension.

         (f)  Contractor EFT arrangements.  The Contractor shall
    designate a single financial agent capable of receiving and
    processing the electronic funds transfer using the EFT methods
    described in paragraph (d) of this clause.  The Contractor shall pay
    all fees and charges for receipt and processing of transfers.

         (g)  Liability for uncompleted or erroneous transfers. (l)  If
    an uncompleted or erroneous transfer occurs because the Government
    failed to use the Contractor-provided EFT information in the correct
    manner, 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
    Government-provided EFT information was incorrect at the time 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 retains the right to either make payment by
    mail or suspend the payment in accordance with paragraph (e) of this

    clause.

         (h)  EFT and prompt payment.  (l)  A payment shall be deemed to
    have been made in a timely manner in accordance with the Prompt
    Payment clause of this contract if, in the EFT payment transaction
    instruction given 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.

         (2)  When payment cannot be made by EFT because of incorrect
    EFT information provided by the Contractor, no interest penalty is
    due after the date of the uncompleted or erroneous payment
    transaction, provided that notice of the defective EFT information

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                                         RFP 97-017

    is issued to the Contractor within 7 days after the Government is
    notified of the defective EFT information.

         (i)  EFT and assignment of claims.  If the Contractor assigns
    the proceeds of this contract as provided for in the Assignment of
    Claims clause of this contract, the assignee shall provide the
    assignee EFT information required by paragraph (d) of this clause.
    In all respects, the requirements of this clause shall apply to the
    assignee as if it were the Contractor.  EFT information which 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 (e) of this clause.

         (j)  Payment office discretion.  If the Contractor does not
    wish to receive payment by EFT methods for one or more payments, the
    Contractor may submit a request to the designated payment office to
    refrain from requiring EFT information or using the EFT payment
    method.  The decision to grant the request is solely that of the
    Government.

         (k)  Change of EFT information by financial agent.  The
    Contractor agrees that the Contractor's financial agent may notify
    the Government of a change to the routing transit number, Contractor
    account number, or account type.  The Government shall use the
    changed data in accordance with paragraph (e)(2) of this clause.
    The Contractor agrees that the information provided by the agent is
    deemed to be correct information as if it were provided by the
    Contractor.  The Contractor agrees that the agent's notice of
    changed EFT data is deemed to be a request by the Contractor in
    accordance with paragraph (e)(2) that no further payments be made
    until the changed EFT information is implemented by the payment
    office.

                            (End of Clause)




     H.7   ACCESSIBILITY OF SOFTWARE
           ED 316-1 (APR 1997)


         The Department of Education (ED) considers universal acces-
    sibility to information a priority for all its employees and
    external customers, including individuals with disabilities. Under
    Sections 504 and 508 ofthe Rehabilitation Act of 1973, 29 U.S.C.
    subsections 794 and 794d, as amended, ED must ensure the
    accessibility of its programs and activities, specifically including
    electronic and information technology.  ED maintains the manual,
    "Requirements for Accessible Software Design," to convey the
    accessibility needs of the Department to the developers and
    suppliers of computer applications.  To comply with the provisions
    of this clause, the contractor may use the edition of the ED manual
    "Requirements for Accessible Software Design" in effect at the date
    of award of this contract or any more recent edition.  A copy of the
    most recent edition of the manual may be found at

                                Page 22 of 99


                                         RFP 97-017

    ocfo.ed.gov/coninfo/clibrary/software.htm.

         (a)  Software developed for ED--The contractor shall ensure
    that any software developed under this contract for use by ED's
    employees or external customers is accessible to individuals with
    disabilities.  At a minimum, such software must meet all the
    requirements the ED manual "Requirements for Accessible Software
    Design."  However, in accordance with paragraph (d) of this clause,
    the contracting officer may waive a requirement in writing.

         (b)  Software enhanced or modified for ED--Any enhancements and
    other modifications, made under this contract to software for use by
    ED's employees or external customers, are subject to the
    requirements of paragraph (a) of this clause, regardless of where or
    how the software was first developed.  Except as otherwise specified
    elsewhere in the contract schedule, the contractor is only required
    to ensure that the enhancements or modifications (not other features
    or parts of the software) comply with the requirements of paragraph
    (a).  However, the contractor is encouraged to point out
    deficiencies in the accessibility of the software and to suggest
    solutions to ensure the software fully complies with the
    accessibility requirements of paragraph (a).

         (c)  Other software delivered under this contract--Unless
    otherwise specified elsewhere in the contract schedule, the
    contractor is not required to ensure that software not developed
    under this contract meets the accessibility requirements of
    paragraph (a).  However--

             (1) The contractor shall consider accessibility to
    individuals with disabilities as a significant factor when selecting
    or purchasing any software that will be delivered under this
    contract for use by ED's employees or external customers.

             (2) At least ten calendar days prior to final selection of
    any software with a total estimated cost or price over $5,000 that
    does not meet all the requirements of the ED manual "Requirements
    for Accessible Software Design," the contractor shall notify the
    Contracting Officer's Technical Representative (COTR) in writing.
    Such notice shall list the specific acces- sibility features that
    are lacking and explain the trade-offs or other reasons for
    recommending selection of the software.

             (3) Within ten calendar days of the COTR's receipt of a
    notice under subparagraph (c)(2), if selection of the software may
    significantly impair ED's ability to ensure accessibility of its
    programs and activities to all its employees and external customers,
    including individuals with disabilities,  the contracting officer
    may reject selection of the software by written notice to the
    contractor.

         (d)  Waiver of requirements--It is recognized that new
    technologies may provide solutions that are not envisioned in or
    consistent with the provisions of the manual "Requirements for
    Accessible Software Design."  Or, certain requirements of the manual
    may be unreasonable or ineffective in certain situations.

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                                         RFP 97-017

    Accordingly, the contractor may request and the contracting officer
    may grant a waiver, in writing, to any requirement of the manual or
    of this clause.


    H.8   PATENT INDEMNITY
          (FAR 52.227-3) (APRIL 1984)

    (a)  The Contractor shall indemnify the Government and its officers,
    agents, and employees against liability, including costs for
    infringement of any United States patent (except a patent issued
    upon an application that is now or may hereafter be withheld from
    issue pursuant to a Secrecy Order under 35 U.S.C. 181) arising out
    of the manufacture or delivery of supplies, the performance of
    services, or the construction, alteration, modification, or repair
    of real propoery (hereinafter referred to as construction work)
    under this contract, or out of the use or disposal by or for the
    account of the Government of such supplies or construction work.

    (b)  This indemnity shall not apply unless the Contractor shall have
    been informed as soon as practicable by the Government of the suit
    or action alleging such infringement and shall have been given such
    opportunity as is afforded by applicable laws, rules, or regulations
    to participate in its defense.  Further, this indemnity shall not
    apply to (1) an infringement resulting from compliance with specific
    written instructions of the Contracting Officer directing a change
    in the supplies to be delivered or in the materials or equipment to
    be used, or directing a manner of performance of the contract not
    normally used by the Contractor, (2) an infringement resulting from
    an addition to or change in supplies or components furnished or
    construction work performed that was made subsequent to delivery or
    performance, or (3) a claimed infringement that is unreasonably
    settled without the consent of the Contractor unless required by
    final decree of a court of competent jurisdiction.


     H.9   PUBLICATION AND AUDIO-VISUAL PRODUCTION
           (ED 307-7) (MAY 1997)

     A.  Except as provided below, neither the development or production
    of any publication or audiovisual product is authorized.


     In the event that development or production of any publication or
    audiovisual product subsequently becomes a contract requirement
    (expressed or implied), the contractor shall obtain approval in
    writing from the Contracting Officer.  Until the contractor obtains
    such Contracting Officer approval, no costs for develop- ment or
    production of the publication or audiovisual product shall be
    allowable.

     The following items are excepted from PRB approval:

     1.  Up to 50 copies of progress and final reports.

     B.  The Contractor shall ensure that any publication or audiovisual
    product developed or produced under this contract is compatible with

                                Page 24 of 99


                                         RFP 97-017

    the Department of Education's responsibilities under the Sections
    404 and 508 of the Rehabilitation Act of l973, 29 U.S.C. 794 and
    794d, as amended, to ensure the accessibility of its programs and
    activities to idividuals with disabilities.

     C.  The contractor shall not distribute or release to the public
    any publication or audiovisual product developed or produced under
    this contract without written authorization of the Contracting
    Officer.  To obtain this authorization, the contractor shall submit
    2 copies of the publication or audiovisual product to the
    Contracting Officer.  Sice the Contracting Officer must obtain
    internal public affairs or other clearances, the Contractor should
    plan at least 45 days to obtain authorization from the Contracting
    Officer.


    Except as may be provided elsewhere, contractor may develop and
    produce at its own expense, results of work under this contract (see
    Publication and Publicity).




    H.10  ORGANIZATIONAL CONFLICTS OF INTEREST
          (ED 307-17) (APR 1984)

     (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 Government 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, or pursue such other remedies as
    may be permitted by law or this contract.

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



                                Page 25 of 99


                                         RFP 97-017

     H.11  OPTION TO EXTEND SERVICES
           (FAR 52.217-8) (AUG 1989)

  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 extention of performance
  hereunder shall not exceed 6 months.  The Contracting Officer may
  exercise the option by written notice to the Contractor within the
  period specified in the Schedule.

  (Note:  Notice shall be given within 10 days
  before contract completion.)


    H.12  OPTION TO EXTEND THE TERM OF THE CONTRACT
          (FAR 52.217-9) (MARCH 1989)

      (a) The Government may extend the term of this contract by
      written notice to the Contractor before contract expiration;
      provided, that the Government shall give the Contractor a
      preliminary written notice of its intent to extend at least 60
      days before the contract expires.  The preliminary notice does
      not commit the Government to an extension.

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

      (c) The total duration of this contract, including the
      exercise of any options under this clause, shall not exceed 72
      months.




     (d) The option periods shall be as follows:

   Period         Start Date       End Date

     I            July 1, 1999     June 30, 2000
     II           July 1, 2000     June 30, 2001

     III          July 1, 2001     June 30, 2002
     IV           July 1, 2002     June 30, 2003



    H.13  ACCOMMODATION/ACCESSIBILITY FOR THE DISABLED.

    The acquisition and management of Federal Information Processing
    (FIP) resources shall be conducted in a manner that ensures access
    to computer and telecommunications products and services by all
    individuals, both federal employees and the public sector,
    including individuals with disabilities.  The acquisition,
    management and utilization of FIP resources are subject to the
    computer accommodation and information accessibility for

                                Page 26 of 99


                                         RFP 97-017

    individuals with disabilities contained in P.L. 99-506 Re-
    authorization of the Rehabilitation Act of 1973, Section 508 -
    Electronic Equipment Accessibility, October 1986; and P.L. 100-542
    Telecommunications Accessibility Enhancement Act, October 1988.

    The implementing regulations and handbook guidelines for these laws
    are contained in 41 Code of Federal Regulations Chapter 201 -
    Federal Information Resources Management Regulation (FIRMR); FIRMR
    Bulletin C-8 Information accessibility for employees with
    disabilities; FIRMR Bulletin C-10 Telecommunications accessibility
    for hearing and speech impaired individuals; and the General
    Services Administration's (GSA's) handbook - Managing Information
    Resources for Accessibility.

    FIP resources required under this contract include computer
    accommodation and information accessibility where the goal is to
    ensure full access, integration, and continuity of support to all
    individuals, including individuals with disabilities.  "Computer
    accommodation" means the acquisition or modification of FIP
    resources to minimize the functional limitations of individuals
    with disabilities in order to promote productivity and to ensure
    access to work-related or public information resources.
    "Information accessibility" means the application or configuration
    of FIP resources in a manner that accommodates the functional
    limitations of individuals with disabilities so as to promote
    productivity and provide access to work-related or public
    information resources. "Individuals with disabilities" are
    individuals with limitations of vision, hearing, speech and/or
    mobility.

    The contractor shall ensure that FIP resources are equally provided
    to all individuals, including individuals with disabilities, as
    required by the applicable laws, regulations and GSA handbook
    guidelines.



    H.14  KEY PERSONNEL DESIGNATION

         (a)  Overall Effort Key Personnel

              (1)  The Government has designated the Project Director

                   and the Alternate Project Director as "key"
                   positions for the overall effort.  The Contractor
                   may choose whether or not to name additional key
                   personnel for the overall effort.  Additional key
                   personnel designated by the Contractor shall be of
                   the labor category(s), number and level of
                   expertise necessary to demonstrate the Contractor's
                   commitment to ensuring that the overall effort is
                   successfully managed.  The following are the Key
                   Personnel:

                        NAME:
                   TELEPHONE:
                       TITLE:     Project Director

                                Page 27 of 99


                                         RFP 97-017



                        NAME:
                   TELEPHONE:
                       TITLE:     Alternate Project Director


                        NAME:
                   TELEPHONE:
                       TITLE:


                        NAME:
                   TELEPHONE:
                       TITLE:


              [This clause should be completed by the offeror based
              upon the KEY PERSONNEL designated in the Technical
              Proposal.]

              (2)  Key Personnel for the overall effort must to
                   assigned by the Contractor for the potentially five
                   year duration of the contract barring circumstances
                   outside the control of the Contractor (death,
                   resignation, disability, etc.) or as otherwise
                   approved by the Contracting Officer due to a change
                   of duties, promotion, conflict between two (2) or
                   more Task Orders, etc.


         (b)  Task Order Key Personnel

              (1)  In responding to a Task Order (TO) request, the
                   Contractor may propose multiple key personnel
                   positions for that TO Request.  Upon award of a TO,
                   the Contractor shall furnish the individuals
                   proposed for each key personnel position to perform
                   under the TO.  Key personnel assigned to the
                   Task Order must be assigned for the period stated in
                   a TO barring circumstances outside the control of
                   the Contractor (e.g., resignation, death,

                   disability, etc.) or as otherwise approved by the
                   cognizant CO due to a change of duties, promotion,
                   contract between two (2) or more TOs, etc.

              (2)  On-site requirements for key personnel will be
                   stated in individual TO Requests when required.
                   (This would be applicable to each individual TO
                   Request.)  Determination of status for key staff
                   proposed by the Contractor, unless specified
                   otherwise in the TO Request, will be based on the
                   critical importance and the level of involvement of
                   that person to the project.  Proper assignment of
                   key personnel status will impact evaluation of
                   proposals submitted in response to Task Order

                                Page 28 of 99


                                         RFP 97-017

                   Requests.

              (3)  Specialized discipline requirements will be
                   specified in individual TO Requests and,
                   subsequently, individual TOs at time of issuance.

         (c)  In order to ensure a smooth and orderly start up of work,
              it is essential that the key personnel specified in the
              Contractor's proposal by available on the effective date
              of the contract or Task Order.  If these personnel are
              not made available at that time, the Contractor shall
              show cause.  If the Contractor does not show cause, the
              Contractor may be subject to default action as prescribed
              by FAR 52.249-8, Default (Fixed-Price Supply and Service)
              or FAR 52.249-06, Termination (Cost Reimbursement).

         (d)  The Contractor shall not remove or replace any personnel
              designated as "key" personnel, for either this contract
              or any issued TOs, without the written concurrence of the
              cognizant Contracting Officer.  Prior to utilizing other
              than personnel specified in proposals, the Contractor
              shall notify the Government Contracting Officer and the
              COTR.  This notification shall be no later than ten (10)
              calendar days in advance of any proposed substitution and
              shall include justification (including resume(s) of
              proposed substitution(s)) in sufficient detail to permit
              evaluation of the impact on contract or TO performance.

         (e)  Substitute personnel qualifications shall be equal to, or
              greater than, those of the personnel being substituted.
              If the Government Contracting Officer and the COTR
              determine that the proposed substitute personnel is
              unacceptable, or that the reduction of effort would be so
              substantial as to impair the successful performance of
              the work under the contract or the TO, the Contractor may
              be subject to default action as prescribed by FAR 52.249-
              8, Default (Fixed-Price Supply and Service) or FAR
              52.249.06, Termination (Cost Reimbursement).  If deemed
              necessary by the Government, substitute personnel shall
              be given a one (1) day orientation by Contractor
              personnel at no additional cost to the Government and
              with no change in the delivery schedule.

         (f)  In the event that the performance of assigned Contractor
              personnel or any substitute(s) is determined by the
              Government to be unsatisfactory at any time during the
              life of the Contract, or any TO issued hereunder, the
              Government reserves the right to request and receive
              satisfactory personnel replacement within ten (10)
              calendar days of receipt by the Contractor of written
              notification.  Notification will include the reason for
              requesting replacement personnel.  Replacement personnel
              must have the same minimum qualifications as specified in
              the Attachment entitled "Personnel Requirements."

         (g)  The Contractor supplied personnel are employees of the

                                Page 29 of 99


                                         RFP 97-017

              Contractor and under the administrative control and
              supervision of the Contractor.  The Contractor, through
              its personnel, shall perform the tasks prescribed herein
              and in TOs issued hereunder.  The Contractor shall
              select, supervise, and exercise control and direction
              over its employees under this Contract.  The Government
              shall not exercise any supervision or control over the
              Contractor in his performance of contractual services
              under this Contract.  The Contractor is accountable to
              the Government for the actions of its personnel.



    H.15  MINIMUM CONTRACT GUARANTEE AND MAXIMUM POTENTIAL

         (a)  A guaranteed minimum amount for the contract shall be
              $____________ (to be inserted at time of award), as met
              through the issuance of one or more task orders within
              two years of contract award.

         (b)  The Government has no obligation to issue task orders to
              the Contractor beyond the amount specified in paragraph
              (a) of this clause.  Once the conditions of paragraph (a)
              have been met, the Contractor will continue to have the
              opportunity to be issued task order(s) under the contract
              unless notified by the Contracting Officer in accordance
              with the Clause entitled NOTIFICATION OF UNSATISFACTORY
              PERFORMANCE.

         (c)  The maximum dollar amount that may potentially be awarded
              under this contract is $18,000,000.00.

         (d)  The funding for each task order shall be contained in the
              individual task order and not at the time of contract
              award.

         (e)  Given the provisions of paragraphs (a) through (d) of
              this clause, the Contractor and the Government agree that
              a binding contract is established at time of contract
              award and that consideration has been transferred between
              the parties.



    H.16  NOTIFICATION OF UNSATISFACTORY PERFORMANCE

         (a)  The Government shall receive performance evaluations for
              each task order in accordance with the clause entitled
              PERFORMANCE EVALUATIONS of the contract.

         (b)  The Contracting Officer and the Contracting Officer's
              Technical Representative shall discuss any unsatisfactory
              ratings.

         (c)  One of more instances of unsatisfactory ratings may
              result in the Contracting Officer notifying the

                                Page 30 of 99


                                         RFP 97-017

              Contractor in writing that a moratorium of a specific
              length of time may be imposed on the Contractor pending
              satisfactory progress toward resolving unsatisfactory
              performance.  During the moratorium period (which shall
              be unilaterally established by the Contracting Officer
              and may vary in length depending on the severity of the
              unsatisfactory performance), the Contractor shall be
              precluded from proposing on or being issued task orders
              under the contract.




    H.17  PERFORMANCE EVALUATIONS

         (a)  Performance evaluations shall be done for each completed
              task order within thirty days of completion, by the
              Contracting Officer's Technical Representative (COTR) of
              his/her designated representative.  Performance
              evaluations shall also be completed at least annually for
              task orders that have a period of performance in excess
              of one year, or which contain option years; annual
              performance evaluations shall be submitted not later than
              October 31 of each year.  Performance evaluations may
              also be done as otherwise considered necessary by the
              COTR or the Contracting Officer throughout the duration
              of the task order (but generally no more than quarterly).

              The Performance Evaluation Form listed in Section J shall
              be used.

         (b)  Performance evaluations shall be submitted to the
              Contracting Officer.

         (c)  The Contracting Officer shall submit the completed
              evaluation to the Contractor for comment.  The Contractor
              shall have thirty days to respond.  The Contracting
              Officer will consider any comments provided by the
              Contractor.  The performance evaluation shall either have
              a copy of the Contractor's comments attached, or shall
              have documentation that the Contractor failed to respond
              within thirty days attached.















                                Page 31 of 99


                                         RFP 97-017

                   PART II  - CONTRACT CLAUSES

                  SECTION I  -  CONTRACT CLAUSES



     I.1   CLAUSES INCORPORATED BY REFERENCE-ALTERNATE I
           (FAR 52.252-2) (JUN 1988)

     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.


     I.2   CLAUSES FOR A NEGOTIATED FIXED-PRICE SERVICES CONTRACT
           (MATRIX-C) (FEB 1997)


     I.2.1    FEDERAL ACQUISITION REGULATION
              (48 CFR CHAPTER 1) CLAUSES


         FAR
      Clause No.     Title and Date


  (The following clauses shall apply to all contracts except Research
   and Development.)

      52.203-6       Restrictions on Subcontractor Sales to the
                     Government (JUL 1995)
      52.203-7       Anti-Kickback Procedures (JUL 1995)
      52.203-10      Price or Fee Adjustment for Illegal or
                     Improper Activity (SEP 1990)

  (The following clauses shall apply to all contracts in excess of
   $100,000.)

      52.203-3       Gratuities (APR 1984)
      52.203-5       Covenant Against Contingent Fees (APR 1984)
      52.203-12      Limitation on Payments to Influence Certain

                     Federal Transactions (JAN 1990)
      52.204-4       Printing/Copying Double-Sided on Recycled
                     Paper (JUN l996)
      52.207-3       Right of First Refusal of Employment (NOV 1991)
      52.209-6       Protecting the Government's Interest When
                     Subcontracting with Contractors Debarred,
                     Suspended, or Proposed for Debarment
                     (JUL 1995)
      52.215-2       Audit and Records--Negotiation (AUG 1996)
      52.242-15      Stop-Work Order - Alternate I (APR 1984)
      52.247-63      Preference for U.S.-Flag Air Carriers
                     (JAN 1997)



                                Page 32 of 99


                                         RFP 97-017

  (The following clauses shall apply when Cost or Pricing Data
   is required or if the total life amount of the contract is
   greater than $500,000.)

      52.215-22      Price Reduction for Defective Cost or Pricing
                     Data (OCT 1995)
      52.215-24      Subcontractor Cost or Pricing Data
                     (OCT 1995)

  (The following clauses shall apply to contracts exceeding
   $3,000,000 when cost and pricing data is required for
   the procurement.)

      52.215-23      Price Reduction for Defective Cost or
                     Pricing Data - Modifications (OCT 1995)
      52.215-25      Subcontractor Cost or Pricing Data -
                     Modifications (OCT l995)

  (The following clause shall apply when prescribed under FAR
   subpart 15.812-2(a).  The alternate provision shall additionally
   apply when prescribed under 15.812-2(b).)

      52.215-26      Integrity of Unit Prices (FEB 1997)

  (The following clause shall apply if prescribed in FAR
   15.804-8(e).)

      52.215-27      Termination of Defined Benefit Pension Plans
                     (SEP 1989)

  (The following clause shall apply if the contractor did not
   propose facilities capital cost of money in its offer.)

      52.215-31      Waiver of Facilities Capital Cost of Money
                     (SEP 1987)

  (The following clauses apply to Contracts when Cost and Pricing
   Data is required and to cost determinations subject to FAR
   subpart 31.2, Commercial Organizations.)

      52.215-39      Reversion or Adjustment of Plans for
                     Postretirement Benefits other than Pensions

                     (PRB) (JUL 1991)
      52.219-8       Utilization of Small, Small Disadvantaged &
                     Women-Owned Small Business Concerns
                     (OCT 1995)

  (The following clauses shall apply as prescribed under FAR subparts
  19.508(e) and 19.708(b).)

      52.219-9       Small, Small Disadvantaged & Women-Owned Small
                     Business Subcontracting Plan (AUG 1996)
      52.219-13      Utilization of Women-Owned Small Businesses
                     (AUG 1986)
      52.219-14      Limitation on Subcontracting (DEC 1996)


                                Page 33 of 99


                                         RFP 97-017

  (The following clauses shall apply to all contracts which include
   the clause FAR 52.219-9, Small Business and Small Disadvantaged
   Business Subcontracting Plan.)

      52.219-16      Liquidated Damages-Subcontracting Plan
                     (OCT 1995)
      52.220-3       Utilization of Labor Surplus Area Concerns
                     (APR 1984)

  (The following clause shall be exempted from application under FAR
   provisions 52.222-3(a) through (c).)

      52.222-3       Convict Labor (AUG 1996)

  (The following clause shall apply when prescribed under FAR
   subpart 22.305.)

      52.222-4       Contract Work Hours and Safety Standards Act--
                     Overtime Compensation (JUL 1995)

  (The following clauses shall apply when prescribed under FAR
   subpart 22.6.)

      52.222-20      Walsh-Healy Public Contracts Act (DEC 1996)
      52.222-26      Equal Opportunity (APR 1984)

  (The following clauses shall apply to all RFPs and Contracts with a
   life aggregate amount over $1,000,000.)

      52.222-28      Equal Opportunity Pre-Award Clearance of Subcontract
                     (APR 1984)
      52.222-35      Affirmative Action for Special Disabled and
                     Vietnam Era Veterans (APR 1984)
      52.222-36      Affirmative Action for Handicapped Workers
                     (APR 1984)

  (Note:  The reports required by the following clause shall be
          submitted to OASVET (VETS-100); U.S. Department of Labor;
          200 Constitution Avenue, NW; Washington D.C.  20210.)

      52.222-37      Employment Reports on Special Disabled Veterans
                     and Veterans of the Vietnam Era (JAN 1988)

  (The following clauses shall only apply to contracts to which
   the Service Contract Act is applicable.)

      52.222-41      Service Contract Act of 1965, as Amended
                     (MAY 1989)
      52.222-42      Statement of Equivalent Rates for Federal Hires
                     (MAY 1989)

  (Note:  List of equivalent rates, if applicable, will be given in
          attachment.)

  (The following clause shall only apply to contracts (1) to which
   the Service Contract Act is applicable and (2) which are multi-

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                                         RFP 97-017

   year or contain options to renew.)

      52.222-43      Fair Labor Standards Act and Service Contract
                     Act--Price Adjustment (Multiple Year and Option
                     Contracts) (MAY 1989)

  (The following clauses shall only apply to contracts (1) to which
   the Service Contract Act is applicable and (2) which are not
   multi-year or do not contain options to renew.)

      52.222-44      Fair Labor Standards Act and Service Contract
                     Act -- Price Adjustment (MAY 1989)
      52.223-2       Clean Air and Water (Over $100,000)
                     (APR 1984)

  (The following clauses shall apply to (a) any contract awarded to
   an individual -- ie., a contractor having no more than one
   employee including the contractor -- or (b) any contract of
   $25,000 or more, unless excepted under the provisions of FAR
   23.505(b)(1)(3).)

      52.223-6       Drug Free Workplace (JUL 1990)
      52.223-14      Toxic Chemical Release Reporting (OCT 1995)
      52.225-3       Buy American Act - Supplies (JAN 1989)
      52.225-11      Restrictions on Certain Foreign Purchases
                     (MAY 1992)

  (The following clause shall apply to all but specified research
   and development contracts.)

      52.227-1       Authorization and Consent (JUL 1995)

  (The following clauses shall apply to only specified research and
   development contracts.)

      52.227-1       Authorization and Consent - Alternate I
                     (APR 1984)
      52.227-2       Notice and Assistance Regarding Patent
                     and Copyright Infringement (AUG 1996)


      52.227-14      Rights in Data -- General (June 1987)

                     Alternate I (June 1987)
                     Alternate II (June 1987)
                     Alternate III (June 1987)
                     Alternate IV (June 1987)
                     Alternate V (June 1987)
                     (Alternate IV shall only apply to contracts for
                     basic or applied research -- other than those for
                     management or operation of Government facilities or
                     where international agreements require otherwise --
                     to be performed soley by universities and colleges.)
      52.227-23      Rights to Proposal Data (Technical) (JUNE 1987)
      52.229-3       Federal, State, and Local Taxes (JAN 1991)
      52.232-2       Payments Under Fixed-Price Research and
                     Development Contracts (APR 1984)

                                Page 35 of 99


                                         RFP 97-017

      52.232-9       Limitation on Withholding of Payments (APR 1984)
      52.232-16      Progress Payments (JUL 1991)

 (Applicable to:  Fixed Price Contracts.)

      52.232-17      Interest (JUN 1996)
      52.232-23      Assignment of Claims (JAN 1986)
      52.233-1       Disputes (OCT 1995)
      52.233-3       Protest After Award (OCT 1995)
      52.243-1       Changes - Fixed Price (AUG 1987)
                     Alternate V (APR 1984)
      52.242-13      Bankruptcy (JUL 1995)

  (Applicable for all solicitations and contracts.)

      52.244-1       Subcontracts Under Fixed-Price Contracts
                     (Over $500,000) (APR 1991)
      52.244-5       Competition in Subcontracting (DEC 1996)

  (If the contract prices are not based on adequate price competition,
   established catalogue or market prices of commercial items sold in
   substantial quantities to the general public, or prices set by law or
   regulation, the following clause is applicable.)

      52.245-2       Government Property (Fixed-Price Contracts)
                     (DEC 1992) - Alternate I (DEC 1992)

                                             OR

  (If this contract is for the conduct of basic or applied research at
   nonprofit institutions of higher education or at nonprofit organizations
   whose primary purpose is the conduct of scientific research, the following
   clause is applicable.)

      52.245-2       Government Property (Fixed-Price Contracts)
                     (APR 1984) - Alternate II (APR 1984)
      52.246-4       Inspection of Services - Fixed Price
                     (AUG 1996)
      52.246-16      Responsibilities of Supplies (APR 1984)

  (The following clause shall apply if designated.)


      52.246-25      Limitation of Liability - Services (FEB 1997)
      52.247-29      F.O.B. Origin (JUN 1988)

  (The following clause shall apply if designated.)

      52.247-34      F.O.B. Destination (APR 1984)

  (If the contract is awarded to other than an educational or nonprofit
   institution on a no-profit basis, the following clause is applicable.)

      52.249-2       Termination for Convenience of the Government
                     (Fixed-Price) (SEP 1996)

                                              OR

                                Page 36 of 99


                                         RFP 97-017


  (If the contract is awarded to an educational or nonprofit institution on
   a no-profit basis, the following clause is applicable.)

      52.249-5       Termination for Convenience of the Government
                     (Educational and Other Nonprofit Institutions)
                     (SEP 1996)

  (This clause is not applicable if the contract is awarded on a no-fee
   basis to an educational or nonprofit institution.)

      52.249-9        Default (Fixed-Price Research and
                      Development) (APR 1984)

  (If the contract is awarded on a fee basis, the following clause is
   applicable.)

      52.249-14       Excusable Delays (APR 1984)
      52.253-1        Computer Generated Forms (JAN 1991)

      52.232-25      Prompt Payment (MAR 1994)
      52.248-1       Value Engineering (MARCH 1989)
                     Alternate III (APRIL 1984)


































                                Page 37 of 99


                                         RFP 97-017


     I.2.2    DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR)
              (48 CFR CHAPTER 34) CLAUSES

         EDAR
      Clause No.     Title and Date

      3452.202-1     Definitions (AUGUST 1987)
      3452.208-70    Printing (AUGUST 1987)
      3452.227-70    Publication and Publicity (AUGUST 1987)
      3452.227-71    Paperwork Reduction Act (AUGUST 1987)
      3452.227-72    Advertising of Awards (AUGUST 1987)

  (The following clause shall apply to all contracts with educational
 institutions, hospitals, and State and local governments.)

      3452.232-70    Prohibition Against the Use of ED Funds to
                     Influence Legislation or Appropriations (AUGUST 1987)
      3452.242-71    Notice to the Government of Delays (AUGUST 1987)
      3452.242-72    Withholding of Contract Payment (AUGUST 1987)
      3452.242-73    Accessibility of Meetings, Conferences, and Seminars
                     to Persons with Disabilities (AUGUST 1987)


     I.2.3    ADDITIONAL CLAUSES
      52.229-3       Federal, State, and Local Taxes (JANUARY 1991)
      52.232-2       Payments Under Fixed-Price Research and
                     Development Contracts (APRIL 1984)
      52.232-9       Limitation on Withholding of Payments (APRIL
 1984)
      52.232-16      Progress Payments (JULY 1991)
                     (Applicable to:  Fixed Price Contracts)
      52.232-17      Interest (JANUARY 1991)
      52.232-23      Assignment of Claims (JANUARY 1986)
      52.232-28      Electronic Funds Transfer Payment Methods
 (APRIL 1989)
      52.233-1       Disputes (DECEMBER 1991)
      52.233-3       Protest After Award (AUGUST 1989)
      52.243-1       Changes - Fixed Price (AUGUST 1987)
                     Alternate V (APRIL 1984)
      52.242-13      Bankruptcy (APRIL 1991)
                     (Applicable for all solicitations and

 contracts)
      52.244-1       Subcontracts Under Fixed-Price Contracts
                     (Over $500,000) (APRIL 1991)
      52.244-5       Competition in Subcontracting (APRIL 1984)

      (If the contract prices are not based on adequate price
      competition, established catalogue or market prices of
      commercial items sold in substantial quantities to the
      general public, or prices set by law or regulation, the
      following clause is applicable):

      52.245-2       Government Property (Fixed-Price Contracts)
                     (DEC 1992) - Alternate I (DEC 1992)


                                Page 38 of 99


                                         RFP 97-017

                                             OR

      (If this contract is for the conduct of basic or applied
      research at nonprofit institutions of higher education or
      at nonprofit organizations whose primary purpose is the
      conduct of scientific research, the following clause is
      applicable):

      52.245-2       Government Property (Fixed-Price Contracts)
                     (APRIL 1984) - Alternate II (APRIL 1984)
      52.246-4       Inspection of Services - Fixed Price
                     (APRIL 1984)
      52.246-16      Responsibility for Supplies (APRIL 1984)

      (The following clause shall apply if designated.)

      52.247-29      F.O.B. Origin (JUNE 1988)

      (The following clause shall apply if designated.)

      52.247-34      F.O.B. Destination (APRIL 1984)

      52.248-1       Value Engineering  (MARCH 1989)
                     Alternate III  (APRIL 1984)

      (If the contract is awarded to other than an educational
      or nonprofit institution on a no-profit basis, the
      following clause is applicable):

      52.249-2       Termination for Convenience of the Government

                     (Fixed-Price) (APRIL 1984)

                                              OR

      (If the contract is awarded to an educational or
      nonprofit institution on a no-profit basis, the following
      clause is applicable):

      52.249-5       Termination for Convenience of the Government

                     (Educational and Other Nonprofit Institutions)

                     (APRIL 1984)

      (This clause is not applicable if the contract is awarded
      on a   no-fee basis to an educational or nonprofit
      institution):

      52.249-9        Default (Fixed-Price Research and
 Development)
                      (APRIL 1984)

      (If the contract is awarded on a fee basis, the following
      clause is applicable):


                                Page 39 of 99


                                         RFP 97-017

      52.249-14       Excusable Delays (APRIL 1984)
      52.253-1        Computer Generated Forms (JANUARY 1991)























































                                Page 40 of 99


                                         RFP 97-017

               PART III - LIST OF DOCUMENTS, EXHIBITS
                     AND OTHER ATTACHMENTS

               SECTION J -- LIST OF ATTACHMENTS



     J.1  LIST OF ATTACHMENTS
          (ED 309-1) (MARCH 1985)






              1.   STATEMENT OF WORK
              2.   SAMPLE TASK 1
              3.   SAMPLE TASK 2
              4.   SAMPLE TASK 3
              5.   RESUME FORMAT
              6.   ED STYLE MANUAL
              7.   PERSONNEL REQUIREMENTS, with employee skills matrix
                        for minimum qualification criteria.
              8.   CONTRACT PRICING PROPOSAL COVER SHEET
              9.   PRICING GRID
              10.  MATRIX FOR LABOR CATEGORIES VERSUS STAFF TITLES
              11.  QUESTIONS AND ANSWERS ABOUT DRAFT STATEMENT OF WORK
              12.  CONSULTANT APPROVAL POLICY





























                                Page 41 of 99


                                         RFP 97-017

                        PART IV, SECTION K
        REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF THE
                            OFFEROR



    K.1   REPRESENTATION AUTHORITY
          (ED 310-1) (MARCH 1985)

 The offeror makes the following Representations and Certifications as
part of its proposal (check or complete all appropriate boxes or blanks
on the following pages).


 _________________________________               ____________________
  (Name of Offeror)                               (RFP No.)



 _________________________________               ____________________
  (Signature of                                   (Date)
   Authorized Individual)



 ____________________________________________________________________
  (TYPED NAME OF AUTHORIZED INDIVIDUAL)


 Note:  The penalty for making false statements in offers is prescribed
in 18 U.S.C. 1001.

 The Representations and Certifications must be executed by an
individual authorized to bind the offeror.


     K.2   CERTIFICATE OF INDEPENDENT PRICE DETERMINATION
           (FAR 52.203-2) (APRIL 1984)

     (A) The offeror certifies that--

         (1) The prices in this offer have been arrived at

    independently,
             without, for the purpose of restricting competition, any
             consultation, communication, or agreement with any other
             offeror or competitor relating to

               (i) those prices,
              (ii) the intention to submit an offer,
             (iii) the methods or factors used to calculate the prices
                   offered;

         (2) The prices in this offer have not been and will not be
             knowingly disclosed by the offeror, directly or indirectly,
             to any other offeror or competitor before bid opening (in
             the case of a formally advertised solicitation) or contract

                                Page 42 of 99


                                         RFP 97-017

             award (in the case of a negotiated solicitation) unless
             otherwise required by law; and

         (3) No attempt has been made or will be made by the offeror
             to induce any other concern to submit or not to submit an
             offer for the purpose of restricting competition.

     (B) Each signature on the offer is considered to be a certification
     by the signatory that the signatory--

         (1) Is the person in the offeror's organization responsible for
             determining the prices being offered in this bid or
    proposal,
             and that the signatory has not participated and will not
             participate in any action contrary to subparagraphs (A)(1)
             through (A)(3) above; or

         (2) (i)   Has been authorized, in writing, to act as agent for
                   the following principals in certifying that those
                   principals have not participated, and will not
                   participate in any action contrary to subparagraphs
                   (A)(1) through (A)(3) above
    __________________________

    ______________________________________________________
             (ii)  As an authorized agent, does certify that the
                   principals named in subdivision (B)(2)(i) above have
                   not participated, and will not participate, in any
                   action contrary to subparagraphs (A)(1) through
    (A)(3)
                   above; and
             (iii) As an agent, has not personally participated, and
    will
                   not participate, in any action contrary to
                   subparagraphs (A)(1) through (A)(3) above.

     (C) If the offeror deletes or modifies subparagraph (A)(2) above,
    the offeror must furnish with its offer a signed statement setting
    forth in detail the circumstances of the disclosure.

     K.3   WOMEN-OWNED BUSINESS
           (FAR 52.204-5) (DEC 1996)

    As prescribed in 4.603(b), insert the following provision:

         (a)  Representation.  The offeror represents that it
    [] is [] is not a women-owned business concern.

         (b)  Definition.  "Women-owned business concern,"
    as used in this provision, means a concern which is at
    least 5l percent owned by one or more women; or in the case
    of any publicly owned business, at least 5l percent of the
    stock of which is owned by one or more women; and whose
    management and daily business operations are controlled by
    one or more women.


                                Page 43 of 99


                                         RFP 97-017

                             (End of provision)


    K.4   PLACE OF PERFORMANCE
          (FAR 52.215-20) (APRIL 1984)

     (A)  The offeror or quoter, in the performance of any contract
    resulting from this solicitation, [_] intends [_] does not intend
    (check applicable block) to use one or more plants or facilities
    located at a different address from the address of the offeror or
    quoter as indicated in this proposal or quotation.

     (B) If the offeror or quoter checks "intends" in paragraph (A)
    above, it shall insert in the spaces provided below the required
    information:




                                        Name and Address of Owner
     Place of Performance               and Operator of the Plant or
     (Street Address, City,             Facility if Other than Offeror
     County, State, Zip Code)           or Quoter


    __________________________________________________________________


    __________________________________________________________________


    __________________________________________________________________


    K.5   CERTIFICATION OF NONSEGREGATED FACILITIES
          (FAR 52.222-21) (APRIL 1984)

     (A)  "Segregated facilities," as used in this provision, means any
    waiting rooms, work areas, rest rooms and wash rooms, restraurants
    and other eating areas, time clocks, locker rooms and other storage
    or dressing areas, parking lots, drinking fountains, recreation or
    entertainment areas, transportation, and housing facilities provided

     for employees, that are segregated on the basis of race, color,
    religion, or national origin because of habit, local custom, or
    otherwise.

     (B)  By the submission of this offer, the offeror certifies that it
     does not and will not maintain or provide for its establishments,
    and that it does not and will not permit its employees to perform
    their services at any location under its control where segregated
    facilities are maintained.  The offeror agrees that a breach of this
     certification is a violation of the Equal Opportunity clause in the
     contract.

     (C)  The offeror further agrees that (except where it has obtained
    identical certifications from proposed subcontractors for specific

                                Page 44 of 99


                                         RFP 97-017

    time periods) it will--

          (1)  Obtain identical certifications from proposed
               subcontractors before the award of the subcontracts
               under which the subcontractor will be subject to the
               Equal Opportunity clause;

          (2)  Retain the certifications in the files; and

          (3)  Forward the following notice to the proposed
               subcontractors (except if the proposed subcontractors
               have submitted identical certifications for specific time
               periods):

     NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR
    CERTIFICATIONS OR NONSEGREGATED FACILITIES

     A Certification of Nonsegregated Facilities must be submitted
    before the award of a subcontract under which the subcontractor will
    be subject to the Equal Opportunity clause.  The certification may
    be submitted either for each subcontract or for all subcontracts
    during a period (i.e., quarterly, semiannually).

     NOTE:  The penalty for making false statements in offers is
    prescribed in 18 U.S.C. 1001.

     K.6   DRUG-FREE WORKPLACE
           (FAR 52.223-6) (JAN 1997)

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

    "Controlled substance" means a controlled substance in schedules I
    through V of section 202 of the Controlled Substances Act
    (21 U.S.C. 812) and as further defined in regulation at 21 CFR
    1308.11 - 1308.15.

    "Conviction" means a finding of guilt (including a plea of nolo
    contendere) or imposition of sentence, or both, by any judicial
    body charged with the responsibility to determine violations of
    the Federal or State criminal drug statutes.

    "Criminal drug statute" means a Federal or non-Federal criminal

    statute involving the manufacture, distribution, dispensing,
    possession, or use of any controlled substance.

    "Drug-free workplace" means the site(s) for the performance
    of work done by the Contractor in connection with a specific
    contract at which employees of the Contractor are prohibited
    from engaging in the unlawful manufacture, distribution,
    dispensing, possession, or use of a controlled substance.

    "Employee" means an employee of a Contractor directly engaged
    in the performance of work under a Government contract. "Directly
    engaged" is defined to include all direct cost employees and any
    other Contractor employee who has other than a minimal impact or
    involvement in contract performance.

                                Page 45 of 99


                                         RFP 97-017


    "Individual" means an offeror/contractor that has no more than
    one employee including the offeror/contractor.

         (b) The Contractor, if other than an individual, shall--
    within 30 days after award (unless a longer period is agreed
    to in writing for contracts of 30 days or more performance
    duration), or as soon as possible for contracts of less
    than 30 days performance duration--

         (1) Publish a statement notifying its employees that
    the unlawful manufacture, distribution, dispensing, possession,
    or use of a controlled substance is prohibited in the Contractor's
    workplace and specifying the actions that will be taken against
    employees for violations of such prohibition;

         (2) Establish an ongoing drug-free awareness program to
    inform such employees about--

         (i) The dangers of drug abuse in the workplace;

         (ii) The Contractor's policy of maintaining a drug-free
    workplace;

         (iii) Any available drug counseling, rehabilitation,
    and employee assistance programs; and

         (iv) The penalties that may be imposed upon employees for
    drug abuse violations occurring in the workplace;

         (3) Provide all employees engaged in performance of the
    contract with a copy of the statement required by subparagraph
    (b)(1) of this clause;

         (4) Notify such employees in writing in the statement
    required by subparagraph (b)(1) of this clause that, as a
    condition of continued employment on this contract, the employee
    will--

         (i) Abide by the terms of the statement; and

         (ii) Notify the employer in writing of the employee's

    conviction under a criminal drug statute for a violation occurring
    in the workplace no later than 5 days after such conviction;

         (5) Notify the Contracting Officer in writing within
    10 days after receiving notice under subdivision (b)(4)(ii) of
    this clause, from an employee or otherwise receiving actual
    notice of such conviction.  The notice shall include the position
    title of the employee;

         (6) Within 30 days after receiving notice under
    subdivision (b)(4)(ii) of this clause of a conviction, take
    one of the following actions with respect to any employee who
    is convicted of a drug abuse violation occurring in the workplace:


                                Page 46 of 99


                                         RFP 97-017

         (i) Taking appropriate personnel action against such employee,
    up to and including termination; or

         (ii) Require such employee to satisfactorily participate in a
    drug abuse assistance or rehabilitation program approved for such
    purposes by a Federal, State, or local health, law enforcement, or
    other appropriate agency; and

         (7) Make a good faith effort to maintain a drug-free workplace
    through implementation of subparagraphs (b)(1) though (b)(6) of
    this clause.

         (c) The Contractor, if an individual, agrees by award of the
    contract or acceptance of a purchase order, not to engage in the
    unlawful manufacture, distribution, dispensing, possession, or use
    of a controlled substance while performing this contract.

         (d) In addition to other remedies available to the Government,
    the Contractor's failure to comply with the requirements of
    (b) or (c) of this clause may, pursuant to FAR 23.506, render the
    Contractor subject to suspension of contract payments, termination
    of the contract or default, and suspension or debarment.

                              (End of clause)


    K.7   CERTIFICATE OF CURRENT COST OR PRICING DATA
          (ED 310-5) (MARCH 1985)

 (When a certificate of cost or pricing data is required to be submitted
in accordance with Federal Acquistion Regulation (FAR) 15.804-2, the
Contracting Officer will request that the Offeror complete, execute, and
submit to the Contracting Officer a certification in the format shown in
the following Certificate of Current Cost or Pricing Data.  The
certification shall be submitted only at the time negotiations are
completed.  Offerors should complete the certificate set forth below and
return it when requested by the Contracting Officer.)



 This is to certify that, to the best of my knowledge and belief, the
cost or pricing data (as defined in Section 15.801 of the Federal

Acquisition Regulation (FAR) and required under FAR subsection 15.804-2)
submitted, either actually or by specific identification in writing, to
the Contracting Officer or to the Contracting Officer's Representative
in support of _________________* are accurate, complete, and current as
of _________________**.  This certification includes the cost or pricing
data supporting any advance agreements and forward pricing rate
agreements between the offeror and the Government that are part of the
proposal.

 Firm _______________________________________________________________
 Name _______________________________________________________________
 Title ______________________________________________________________
 Date of execution*** _______________________________________________


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                                         RFP 97-017

  *Identify the proposal, quotation, request for price adjustment, or
other submission involved, giving the appropriate identifying number
(e.g., RFP No.).

 **Insert the day, month, and year when price negotiations were
concluded and price agreement was reached.

***Insert the day, month, and year of signing, which should be as close
as practicable to the date when the price negotiations were concluded
and the contract price was agreed to.


    K.8   DUPLICATION OF COST
          (ED 310-6) (MARCH 1985)

 The offeror represents and certifies that any charges contemplated and
included in its estimate of cost for performance are not duplicative of
any charges against any other Government contract, subcontract, or other
Government source.


    K.9   EMPLOYER'S IDENTIFICATION NUMBER
          (ED 310-7) (MARCH 1985)

 The offeror's Internal Revenue Service "Employer's Identification
Number" is _______________________________.


     K.10  CONTRACTOR IDENTIFICATION NUMBER - DATA
           UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER
           (FAR 52.204-6) (DEC 1996)

         (a) Contractor Identification Number, as used in this
    provision, means "Data Universal Numbering System (DUNS)
    number," which is a nine-digit number assigned by Dun and
    Bradstreet Information Services.

         (b) Contractor identification is essential for complying
    with statutory contract reporting requirements.  Therefore,
    the offeror is requested to enter, in the block with its name
    and address on the Standard Form 33 or similar document, the
    annotation "DUNS" followed by the DUNS number which identifies

    the offeror's name and address exactly as stated in the offer.

         (c) 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 should call Dun and Bradstreet at l-800-333-0505.
    The offeror should be prepared to provide the following
    information:

         (l)  Company name.
         (2)  Company address.
         (3)  Company telephone number.
         (4)  Line of business.

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                                         RFP 97-017

         (5)  Chief executive officer/key manager.
         (6)  Date the company was started.
         (7)  Number of people employed by the company.
         (8)  Company affiliation.

         (d) 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.dbisna.com/dbis/customer/custlist.htm.  If an offeror
    is unable to locate a local service center, it may send an
    e-mail to Dun and Bradstreet at globalinfo@dbisma.com.

                             (End of provision)


     K.11  TYPE OF BUSINESS ORGANIZATION
           (FAR 52.215-6) (JULY 1987)

     The offeror or quoter, by checking the applicable box, represents
    that:

     (a)  It operates as [_] a corporation incorporated under the laws
    of the State of _____________________, [_] an individual, [_] a
    partnership, [_] a nonprofit organization, or [_] a joint venture.

     (b)  If the offeror or quoter is a foreign entity, it operates as
    [_] an individual, [_] a partnership, [_] a nonprofit organization,
    [_] a joint venture, or [_] a corporation registered for business in
     ______________________ (country).


     K.12  AUTHORIZED NEGOTIATORS
           (FAR 52.215-11) (APRIL 1984)
   The offeror or quoter represents that the following persons are
 authorized to negotiate on its behalf with the Government in
 connection with this request for proposals or quotations:

                                               TELEPHONE NUMBER
       NAMES                   TITLE         (INCLUDING AREA CODE)

 ______________________   __________________  ____________________


 ______________________   __________________  ____________________

 ______________________   __________________  ____________________


    K.13  GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION
          (ED 310-10) (APRIL 1984)

  Offerors or quoters are requested to provide information regarding the
 following items in sufficient detail to allow a full and complete business
 evaluation.  If the question indicated is not applicable or the answer is
 none, it should be annotated.  If the offeror has previously submitted the
 information, it should certify the validity of that data currently on file
 at ED or update all outdated information on file.

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                                         RFP 97-017



  (A)  Contractor's Name: _________________________________________

  (B)  Address (If financial records are maintained at some other
       location, show the address of the place where the records
       are kept):
       ____________________________________________________________
       ____________________________________________________________

  (C)  Telephone Number: __________________________________________

  (D)  Individual(s) to contact re this proposal: _________________
       ____________________________________________________________

  (E)  Cognizant Government:

       Audit Agency: ______________________________________________

       Address: ___________________________________________________

       Auditor: ___________________________________________________

  (F)  (1)  Work Distribution for the Last Completed Fiscal
            Accounting Period:

            Sales:

            Government cost-reimbursement type prime
            contracts and subcontracts:                   $_________

            Government fixed-price prime contracts
            and subcontracts:                             $_________

            Commercial Sales:                             $_________

            Total Sales:                                  $_________

       (2)  Total Sales for first and second fiscal
            years immediately preceding last completed
            fiscal year.


            Total Sales for First Preceding Fiscal Year   $_________

            Total Sales for Second Preceding Fiscal Year  $_________

   (G)  Is company an ED rate entity or division?
        ___________________________________________________________

        If a division or subsidiary corporation, name parent
        company:

        ___________________________________________________________

   (H)  Date Company Organized: ___________________________________


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                                         RFP 97-017

   (I)  Manpower:

        Total Employees: __________________________________________

        Direct: ___________________________________________________

        Indirect: _________________________________________________

        Standard Work Week (Hours): _______________________________

   (J)  Commercial Products: ______________________________________

        ___________________________________________________________

   (K)  Attach a current organizational chart of the company.

   (L)  Description of Contractor's system of estimating and
        accumulating costs under Government contracts. (Check
        appropriate blocks.)

                                      Estimated/            Standard
                                      Actual Cost             Cost

        Estimating System

           Job Order                   ___________         ________

           Process                     ___________         ________

        Accumulating System

           Job Order                   ___________         ________

           Process                     ___________         ________

        Has your cost estimating system been approved by any
        Government agency?  Yes __________ No __________

        If yes, give name and location of agency: ________________

      ____________________________________________________________


        Has your cost accumulation system been approved by any
        Government agency?  Yes __________ No __________

        If yes, give name and address of agency: __________________

       ____________________________________________________________

   (M)  What is your fiscal year period?
        (Give month-to-month dates):

  ____________________________________________________________

        What were the indirect cost rates for your last completed
        fiscal year?

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                                         RFP 97-017


            Fiscal
             Year

          Fringe Benefits             _________          __________
          Overhead                    _________          __________
          G&A Expense                 _________          __________
          Other                       _________          __________

   (N)  Have the proposed indirect cost rate(s) been evaluated and
        accepted by any Government agency?  Yes _______   No_______

        If yes, name and location of the Government agency:

  ______________________________________________________________

        Date of last pre-award audit review by a Government agency:
        ________

        (If the answer is no, data supporting the proposed rates
        must accompany the cost or price proposal.  A breakdown of
        the items comprising overhead and G&A must be furnished.)

   (O)  Cost estimating is performed by:

        Accounting Department:  _________________________________
        Contracting Department: _________________________________
        Other (describe) ________________________________________

   (P)  Has system of control of Government property been approved
        by a Government agency?  Yes __________ No __________

        If yes, name and location of the Government agency:

       ___________________________________________________________

   (Q)  Purchasing Procedures:

        Are purchasing procedures written?  Yes _______  No_______

        Has your purchasing system been approved by a Government
        agency?  Yes __________ No __________

        If yes, name and location of the Government agency:

        ___________________________________________________________

   (R)  Does your firm have an established written incentive
        compensation or bonus plan?  Yes __________ No __________

     K.14  SMALL BUSINESS PROGRAM REPRESENTATIONS
           (FAR 52.219-1) (JAN 1997)

         (a)(1)  The standard industrial classification (SIC) code for
    this acquisition is 7379.


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                                         RFP 97-017

            (2)  The small business size standard is $3,000,000 annual
    sales average over 3 years.

            (3)  Ths 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) Representation.  (1) The offeror represents as part of its
    offer that it [_] is, [_] is not a small business concern.

            (2) (Complete only if offeror represented itself as a small
    business concern in block (b)(1) of this section.) The offeror
    represents as part of its offer that it [_] is, [_] is not a small
    disadvantaged business concern.

            (3) (Complete only if offeror represented itslef as a small
    business concern in block (b)(1) of this section.) The offeror
    represents as part of its offer that it [_] is, [_] is not a women-
    owned small business concern.

         (c) Definitions.

         "Joint venture," for purposes of a small disadvantaged business
    (SDB) set-aside or price evaluation preference (as pescribed at l3
    CFR l24.32), is a concern that is owned and controlled by one or
    more socially and economically disadvantaged individuals entering
    into a joint venture agreement with one or more business concerns
    and is considered to be affiliated for size purposes with such other
    concern(s). The combined annual receipts or employees of the
    concerns entering into the joint venture must meet the applicable
    size standard corresponding to the SIC code designated for the
    contract.  The majority of the venture's earnings must accrue
    directly to the socially and economically disadvantaged individuals
    in the SDB concern(s) in the joint venture. The percentage of the
    ownership involvement in a joint venture by disadvantaged
    individuals must be at least 5l percent.

         "Small business concern," as used in this provision, 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 size standard above.

         "Small disadvantaged business concern", as used in this
    provision, means a small business concern that (1) is at least 51
    percent unconditionally owned by one or more individuals who are
    both socially and economically disadvantaged, or a publicly owned
    business having at least 51 percent of its stock unconditionally
    owned by one or more socially and economically disadvantaged
    individuals, and (2) has its management and daily business
    controlled by one or more such individuals. This term also means a
    small business concern that is at least 51 percent unconditionally
    owned by an economically disadvantaged Indian tribe or Native
    Hawaiian Organization, or a publicly owned business having at least
    51 percent of its stock unconditionally owned by one or more of

                                Page 53 of 99


                                         RFP 97-017

    these entities, which has its management and daily business
    controlled by members of an economically disadvantaged Indian tribe
    or Native Hawaiian Organization, and which meets the requirements of
    13 CFR Part 124.

         "Women-owned small business concern", as used in this
    provision, means a small business concern-----

              (a) Which 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

              (b) 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) Notice.  Under 15 U.S.C. 645(d), any person who
    misrep- resents a firm's status as a small or small disadvantaged
    business concern in order to obtain a contract to be awarded under
    the preference programs established pursuant to sections 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 a 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.15  PREVIOUS CONTRACTS AND COMPLIANCE REPORTS
           (FAR 52.222-22) (APRIL 1984)


     The offeror represents that--

     (A)  It [_] has, [_] has not participated in a previous contract or
     subcontract subject either to the Equal Opportunity clause of this
    solicitation, the clause originally contained in Section 310 of
    Executive Order No. 10925, or the clause contained in Section 201 of
     Executive Order No. 11114;

     (B)  It [_] has, [_] 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.

                                Page 54 of 99


                                         RFP 97-017



     K.16  AFFIRMATIVE ACTION COMPLIANCE
           (FAR 52.222-25) (APRIL 1984)

  The offeror represents that (a) it [_] has developed and has on file,
[_] 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 [_] has not
previously had contracts subject to the written affirmative action
programs requirement of the rules and regulations of the Secretary of
Labor.

    K.17  CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING
          (FAR 52.223-13) (OCT 1996)


         (a) Submission of the certification is a prerequisite for
    making or entering into this contract imposed by Executive Order
    12969, August 8, 1996.

         (b) By signing this offer, the offeror certifies that -

         |_| (1) As the owner or operator of facilities that will be
    used in the performance of this contract that are subject to the
    filing and reporting requirements described in section 313 of the
    Emergency Planning and Community Right-to-Know Act of 1986
    (EPCRA)(42 U.S.C. 11023) and section 6607 of the Pollution
    Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will
    file and continue to file for such facilities for the life of the
    contract the Toxic Chemical Release Inventory Form (FR) as described
    in sections 313(a)(g) of EPCRA and section 6607 of PPA; or

            (2) None of its owned or operated facilities to be used in
    the performance of this contract is subject to the FR filing and
    reporting requirements because each such facility is exempt for at
    least one of the following reasons:

    (check each block that is applicable)

      |_| (i) The facility does not manufacture, process, or otherwise
    use any toxic chemicals listed under section 313(c) of EPCRA, 42

    U.S.C. 11023(c);

      |_| (ii) The facility does not have ten or more full-time
    employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C.
    11023(b)(1)(A);

      |_| (iii) The facility does not meet the reporting thresholds of
    toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C.
    11023(f) (including the alternate thresholds at 40 CRF 372.27,
    provided an appropriate certificate form has been filed with EPA);

      |_| (iv) The facility does not fall within Standard Industrial
    Classification Code (SIC) designations 20 through 39 as set forth in
    Section 19.102 of the Federal Acquisition Regulation;

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                                         RFP 97-017


      |_| (v) The facility is not located within any State of the United
    States, the District of Columbia, the Commonwealth of Puerto Rico,
    Guam, American Somoa, the United States Virgin Islands, and the
    Northern Mariana Islands, or any other terrotories or possession
    over which the United States has jurisdiction.

                          (End of Provision)


     K.18  POST EMPLOYMENT CONFLICT OF INTEREST
           (ED 310-16) (MARCH 1985)

 The contractor certifies that in developing a proposal in response to
the solicitation for this contract, it has not utilized the services of
any former Education Department (ED) employee who, while working for the
Government, participated personally and substantially in, or was
officially responsible for, the development or drafting of the
solicitation for this contract.  The contractor further certifies that
it did not utilize the services of such an ED employee in assisting or
representing the offeror at negotiations for this contract.


     K.19  CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
           PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY
           MATTERS.  (FAR 52.209-5) (MAY 1989)

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

     (B)  Have (  ) have not (  ), within a 3-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, or receiving stolen property; and

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

     (ii)  The Offeror has (  ) has not (  ), within a 3-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

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                                         RFP 97-017

     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.20  TAXPAYER IDENTIFICATION
           (FAR 52.204-3) (SEPTEMBER 1989)


      (a) Definitions.  "Common parent," as used in this solicitation
    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.

    "Corporate status," as used in this solicitation provision, means a
    designation as to whether the offeror is a corporate entity, an
    unincorporated entity (e.g., sole proprietorship or partnership), or
    a corporation providing medical and health care services.

    "Taxpayer Identification Number (TIN)," as used in this solicitation

                                Page 57 of 99


                                         RFP 97-017

    provision, means the number required by the IRS to be used by the
    offeror in reporting income tax and other returns.

      (b) The offeror is required to submit the information required in
    paragraphs (c) through (e) of this solicitation provision in order
    to comply with reporting requirements of 26 U.S.C. 6041, 6041A, and
    6050M and implementing regulations issued by the Internal Revenue
    Service (IRS).  If the resulting contract is subject to reporting
    requirements described in 4.902(a), the failure or refusal by the
    offeror to furnish the information may result in a 20 percent
    reduction of payments otherwise due under the contract.

      (c) "Taxpayer Identification Number (TIN).

          (  ) TIN: _______________.
          (  ) TIN has been applied for.
          (  ) TIN is not required because:
          (  ) 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 U.S. and does not
    have an office or place of business or a fiscal paying agent in the
    U.S.;
          (  ) Offeror is an agency or instrumentality of a foreign
    government;
          (  ) Offeror is an agency or instrumentality of a Federal,
    state, or local government;
          (  ) Other. State basis. __________.

      (d) "Corporate Status".

          (  ) Corporation providing medical and health care services,
    or engaged in the billing and collecting of payments for such
    services;
          (  ) Other corporate entity;
          (  ) Not a corporate entity;
          (  ) Sole proprietorship
          (  ) Partnership
          (  ) Hospital or extended care facility described in 26 CFR
    501(c)(3) that is exempt from taxation under 26 CFR 501(a).

      (e) "Common Parent".


          (  ) Offeror is not owned or controlled by a common parent as
    defined in paragraph (a) of this clause.
          (  ) Name and TIN of common parent:

          Name  _________________________
          TIN   _________________________


     K.21  CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS
           TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
           (FAR 52.203-11) (APRIL 1991)


 (Note:  This certification is only applicable to proposals or pending

                                Page 58 of 99


                                         RFP 97-017

 contract awards exceeding $100,000 in value and shall only cover
 activities occurring from December 23, 1989 on.)

      (a) The definitions and prohibitions contained in the clause, at FAR
 52.203-12, Limitation on Payments to Influence Certain Federal
 Transactions, included in this solicitation; are hereby incorporated by
 reference in paragraph (b) of this certification.

      (b) The offeror, by signing its offer, hereby certifies to the best
 of his or her knowledge and belief on or after December 23, 1989,

      (1) No Federal appropriated funds have been paid or will be paid to
 any person for influencing or attempting to influence an officer or
 employee of any agency, a Member of Congress, an officer or employee of
 Congress, or an employee of a Member of Congress on his or her behalf in
 connection with the awarding of any Federal contract, the making of any
 Federal grant, the making of any Federal loan, the entering into of any
 cooperative agreement, and the extension, continuation, renewal,
 amendment or modification of any Federal contract, grant, loan, or
 cooperative agreement;

      (2) If any funds other than Federal appropriated funds (including
 profit or fee received under a covered Federal transaction) have been
 paid, or will be paid, to any person for influencing or attempting to
 influence an officer or employee of any agency, a Member of Congress, an
 officer or employee of Congress, or an employee of a Member of Congress
 on his or her behalf in connection with this solicitation, the offeror
 shall complete and submit, with its offer, OMB standard form LLL,
 Disclosure of Lobbying Activities, to the Contracting Officer; and

      (3) He or she will include the language of this certification in all
 subcontract awards at any tier and require that all recipients of
 subcontract awards in excess of $100,000 shall certify and disclose
 accordingly.

      (c) Submission of this certification and disclosure is a
 prerequisite for making or entering into this contract imposed by  section
 1352, title 31, United States Code.  Any person who makes an expenditure
 prohibited under this provision or who fails to file or amend the
 disclosure form to be filed or amended by this provision, shall be subject
 to a civil penalty of not less than $10,000, and not more than $100,000,
 for each such failure.



     K.22  ORGANIZATIONAL CONFLICTS OF INTEREST
           CERTIFICATE -- MARKETING CONSULTANTS
           (FAR 52.209-7) (OCTOBER 1995)

      (A) Definitions.

      (1) Marketing consultant means any independent contractor who
    furnishes advice, information, direction, or assistance to an
    offeror or any other contractor in support of the preparation or
    submission of an offer for a government contract by that offeror. An
    independent Contractor is not a marketing consultant when rendering

                                Page 59 of 99


                                         RFP 97-017

    --

         (i)  Services excluded in subpart 37.2;

         (ii) Routine engineering and technical services (such as
              installation, operation, or maintenance of systems,
              equipment, software, components, or facilities);

        (iii) Routine legal, actuarial, auditing,and accounting
              services; or

         (iv) Training services.

      (2) Organizational conflict of interest means that because of
    other activities or relationships with other persons, a person is
    unable or potentially unable to render impartial assistance or
    advice to the Government, or the person's objectivity in performing
    the contract work is or might be otherwise impaired, or a person has
    an unfair competitive advantage.

      (B) An individual or firm that employs, retains, or engages
    contractually one or more marketing consultants in connection with a
    contract, shall submit to the contracting officer, with respect to
    each marketing consultant, the certificates described below, if the
    individual or firm is notified that it is the apparent successful
    offeror.

      (C) The certificate must contain the following:

      (1) The name of the agency and the number of the solicitation in
    question.

      (2) The name, address, telephone number, and federal taxpayer
    identification number of the marketing consultant.

      (3) The name, address and telephone number of a responsible
    officer or employee of the marketing consultant who has personal
    knowledge of the marketing consultants involvement in the contract.

      (4) A description of the nature of the services rendered by or to
    be rendered by the marketing consultant.


      (5) The name, address, and telephone number of a responsible
    officer or employee of the marketing consultant who is knowledgeable
    about the services provided to such client(s), and a description of
    the nature of the services rendered to such client(s), if based on
    information provided to the Contractor by the marketing consultant,
    any marketing consultant rendering or, in the 12 months preceding
    the date of the certificate, has rendered services respecting the
    same subject matter of the instant solicitation, or directly
    relating to such subject matter, to the Government or any other
    client (including any foreign government or person).

      (6) A statement that the person who signs the certificate for the
    prime Contractor has informed the marketing consultant of the
    existence of subpart 9.5 and Office of Federal Procurement Policy

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                                         RFP 97-017

    Letter 89-1.

      (7) The signature, name, title, employer's name, address, and
    telephone number of the persons who signed the certificates for both
    the apparent successful offeror and the marketing consultant.

      (D) In addition, the apparent successful offeror shall forward to
    the Contracting Officer a certificate signed by the marketing
    consultant that the marketing consultant has been told of the
    existence of subpart 9.5 and Office of Federal Procurement Policy
    Letter 89-1, and the marketing consultant has made inquiry, and to
    the best of the consultant's knowledge and belief, the consultant
    has provided no unfair competitive advantage to the prime Contractor
    with respect to the services rendered  or to be rendered in
    connection with the solicitation, or that any unfair competitive
    advantage that, to the best of the consultant's knowledge and
    belief, does or may exist, has been disclosed to the offeror.

      (E) Failure of the offeror to provide the required certifications
    may result in the offeror being determined ineligible for award.
    Misrepresentation of any fact may result in the assessment of
    penalties associated with false certifications or such other
    provisions provided for by law or regulation.



     K.23  CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR
           ILLEGAL OR IMPROPER ACTIVITY
           (FAR 52.203-8) (JAN 1997)

         (a)  If the Government receives information that a
    contractor or a person has engaged in conduct constituting
    a violation of subsection (a), (b), (c), or (d) of Section 27
    of the Office of Federal Procurement Policy Act (4l U.S.C. 423)
    (the Act), as amended by section 4304 of the l996 National
    Defense Authorization Act for Fiscal Year l996 (Pub. L. l04-l06),
    the Government may -

         (l)  Cancel the solicitation, if the contract has not yet
    been awarded or issued; or

         (2)  Rescind the contract with respect to which -

              (i) The Contractor or someone acting for the Contractor
    has been convicted for an offense where the conduct constitutes a
    violation of subsection 27 (a) or (b) of the Act for the purpose of
    either -

         (A)  Exchanging the inforamtion covered by such subsections
    for anything of value; or

         (B)  Obtaining or giving anyone a competitive advantage in the
    award of a Federal agency procurement contract; or

         (ii)  The head of the contracting activity has determined,
    based upon a preponderance of the evidence, that the Contractor or

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    someone acting for the Contractor has engaged in conduct
    constituting an offense punishable under subsections 27(e)(l) of the
    Act.

         (b)  If the Government rescinds the contract under paragraph
    (a) of this clause, the Government is entitled to recover, in
    addition to any penalty prescribed by law, the amount expended
    under the contract.

         (c)  The rights and remedies of the Government specified
    herein are not exclusive, and are in addition to any other rights
    and remedies provided by law, regulation, or under this contract.

                         (End of clause)




     K.24  ORGANIZATIONAL CONFLICT OF INTEREST
           (EDAR 3452.209-70) (AUG 1987)

    The offeror certifies that it [__] is [__] is not aware of any
    potential organization conflict of interest that it may have under
    this procurement.  If the offeror is aware of any potential
    conflict of interest, the offeror shall submit a disclosure
    statement fully describing the situation.  An organizational
    conflict of interest is  as defined and illustrated in FAR 9.5.

     K.25  REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED
           COMPUTER SOFTWARE
           (FAR 52.227-15) (JUNE 1987)

  (a)  This solicitation sets forth the work to be performed if a
  contract award results, and the Government's known delivery
  requirements for data (as defined in FAR 27.401).  Any resulting
  contract may also provide the government the option to order
  additional data under the Additional Data Requirements clause at
  52.227-16 of the  FAR, if included in the contract.  Any data
  delivered under the resulting contract will be subject to the
  Rights in Data -- General clause at 52.227-14 that is to be
  included in this contract.  Under the latter clause, a Contractor
  may withhold from delivery data that qualify as limited rights

  data or restricted computer software, and deliver form, fit, and
  function data in lieu thereof.  The latter clause also may be used
  with its Alternates II and/or III to obtain delivery of limited
  rights data or restricted computer software, marked with limited
  rights or restricted rights notices, as appropriate.  In addition,
  use of Alternate V with this latter clause provides the Government
  the right to inspect such data at the Contractor's facility.

  (b)  As an aid in determining the Government's need to include any
  of the aforementioned Alternates in the clause at 52.227-14,
  Rights in Data -- General, the offeror's response to this
  solicitation shall, to the extent feasible, complete the
  representation in paragraph (b) of this clause to either state
  that none of the data qualify as limited rights data or restricted

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  computer software, or identify which of the data qualifies as
  limited rights data or restricted computer software.  Any
  identification of limited rights data or restricted computer
  software in the offeror's response in not determinative of the
  status of such data should a contract be awarded to the offeror.

  REPRESENTATION CONCERNING DATA RIGHTS

  Offeror has reviewed the requirements for the delivery of data or
  software an states (offeror check appropriate block)--

  [ ] None of the data proposed for fulfilling such requirements
  qualifies as limited rights data or restricted computer software.

  [ ] Data proposed for fulfilling such requirements qualify as
  limited rights data or restricted computer software and are
  identified as follows:


 _________________________________________________________________

 _________________________________________________________________

 _________________________________________________________________

 _________________________________________________________________

  NOTE:  "Limited rights data" and "Restricted computer software"
  are defined in the contract clause entitled "Rights In Data --
  General".


     K.26  CLEAN AIR AND WATER CERTIFICATION
           (FAR 52.223-1) (APRIL 1984)

  The Offeror certifies that--
  (A)  Any facility to be used in the performance of this proposed
  contract is [_], is not [_] listed on the Environmental Protection
  Agency List of Violating Facilities;

  (B)  The Offeror will immediately notify the Contracting Officer,
  before award, of the receipt of any communication from the

  Administrator, or a designee, of the Environmental Protection
  Agency, indicating that any facility that the Offeror proposes to
  use for the performance of the contract is under consideration to
  be listed on the EPA List of Violating Facilities; and

  (C)  The Offeror will include a certification substantially the
  same as this certification, including this paragraph (c), in every
  nonexempt subcontract.


    K.27   COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION
           (52.230-1) (APR 1996)

         NOTE:  This notice does not apply to small businesses or

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    foreign governments.  This notice is in three parts, identified by
    Roman numerals I through III.

         Offerors shall examine each part and provide the requested
    information in order to determine Cost Accounting Standards (CAS)
    requirements applicable to any resultant contract.

         If the offeror is an educational institution, Part II does not
    apply unless the contemplated contract will be subject to full or
    modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or
    9903.201-2(c)(6), respectively.

         I. DISCLOSURE STATEMENT-COST ACCOUNTING PRACTICES AND
    CERTIFICATION

         (a) Any contract in excess of $500,000 resulting from this
    solicitation, except contracts in which the price negotiated is
    based on (1) established catalog or market prices of commercial
    items sold in substantial quantities to the general public, or (2)
    prices set by law or regulation, will be subject to the requirements
    of the Cost Accounting Standard Board 48 CFR, Chapter 99, except for
    those contracts which are exempt as specified in 48 CFR 9903.201-1.

         (b) Any offeror submitting a proposal which, if accepted, will
    result in a contract subject to the requirements of 48 CFR, Chapter
    99, as a condition of contracting, submit a Disclosure Statement as
    required by 48 CFR 9903.202.  When required, the Disclosure
    Statement must be submitted as a part of the offeror's proposal
    under this solicitation unless the offeror has already submitted a
    Disclosure Statement disclosing the practices used in connection
    with the pricing of this proposal.  If an applicable Disclosure
    Statement has already been submitted, the offeror may satisfy the
    requirement for submission by providing the information requested in
    paragraph (c) of Part I of this provision.

         CAUTION:  In the absence of specific regulations or agreement,
    a practice disclosed in a Disclosure Statement shall not, by virtue
    of such disclosure, be deemed to be a proper, approved, or agreed-to
    practice for pricing proposals or accumulating and reporting
    contract performance cost data.

         (c) Check the appropriate box below:

              ___(1) Certificate of Concurrent Submission of Disclosure
    Statement.

         The offeror hereby certifies that, as a part of the offer,
    copies of the Disclosure Statement have been submitted as follows:
    (i) original and one copy to the cognizant Administrative
    Contracting Officer (ACO), or cognizant Federal agency official
    authorized to act in that capacity (Federal official), as
    applicable, and (ii) one copy to the cognizant Federal auditor.

         (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as
    applicable.  Forms may be obtained from the cognizant ACO or Federal
    official and/or from the loose-leaf version of the Federal

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    Acquisition Regulation.)

    Date of Disclosure Statement:  _______________________________ Name
    and Address of Cognizant ACO or Federal Official Where Filed:

         ____________________________________________

         ____________________________________________

         ____________________________________________

         ____________________________________________


         The offeror further certifies that practices used in estimating
    costs in pricing this proposal are consistent with the cost
    accounting practices disclosed in the Disclosure Statement.

              ___(2) Certificate of Previously Submitted Disclosure
    Statement.

         The offeror hereby certifies that Disclosure Statement was
    filed as follows:

    Date of Disclosure Statement:  _______________________________ Name
    and Address of Cognizant ACO or Federal Official Where Filed:

         ____________________________________________

         ____________________________________________

         ____________________________________________

         ____________________________________________


         The offeror further certifies that the practices used in
    estimating costs in pricing this proposal are consistent with the
    cost accounting practices disclosed in the applicable Disclosure
    Statement.

              ___(3) Certificate of Monetary Exemption.

         The offeror hereby certifies that the offeror, together with
    all divisions, subsidiaries, and affiliates under common control,
    did not receive net awards of negotiated prime contracts and
    subcontracts subject to CAS totaling more than $25 million (of which
    at least one award exceeded $1 million) in the cost accounting
    period immediately preceding the period in which this proposal was
    submitted.  The offeror further certifies that if such status
    changes before an award resulting from this proposal, the offeror
    will advise the Contracting Officer immediately.

              ___(4) Certificate of Interim Exemption.

         The offeror hereby certifies that (i) the offeror first

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    exceeded the monetary exemption for disclosure, as defined in (3) of
    this subsection, in the cost accounting period immediately preceding
    the period in which this offer was submitted and (ii) in accordance
    with 48 CFR 9903.202-1, the offeror is not yet required to submit a
    Disclosure Statement.  The offeror further certifies that if an
    award resulting from this proposal has not been made within 90 days
    after the end of that period, the offeror will immediately submit a
    revised certificate to the Contracting Officer, in the form
    specified under subparagraph (c)(1) or (c)(2) of Part I of this
    provision, as appropriate, to verify submission of a completed
    Disclosure Statement.

         CAUTION:  Offerors currently required to disclose because they
    were awarded a CAS-covered prime contract or subcontract of $25
    million or more in the current cost accounting period may not claim
    this exemption (4).  Further, the exemption applies only in
    connection with proposals submitted before expiration of the 90-day
    period following the cost accounting period in which the monetary
    exemption was exceeded.

    II.  COST ACCOUNTING STANDARDS-ELIGIBILITY FOR MODIFIED CONTRACT
    COVERAGE

         If the offeror is eligible to use the modified provisions of 48
    CFR, Subpart 9903.201-2(b) and elects to do so, the offeror shall
    indicate by checking the box below.  Checking the box below shall
    mean that the resultant contract is subject to the Disclosure and
    Consistency of Cost Accounting Practices clause in lieu of the Cost
    Accounting Standards clause.

         ___ The offeror hereby claims an exemption from the Cost
    Accounting Standards clause under the provisions of 48 CFR
    9903.201-2(b) and certifies that the offeror is eligible for use of
    the Disclosure and Consistency of Cost Accounting Practices clause
    because (i) during the cost accounting period immediately preceding
    the period in which this proposal was submitted, the offeror
    received less than $25 million in awards of CAS-covered prime
    contracts and subcontracts, or the offeror did not receive a single
    CAS-covered award exceeding $1 million.  The offeror further
    certifies that if such status changes before an award resulting from
    this proposal, the offeror will advise the Contracting Officer
    immediately.

         CAUTION:  An offeror may not claim the above eligibility for
    modified contract coverage if this proposal is expected to result in
    the award of a CAS-covered contract of $25 million or more or if,
    during its current cost accounting period, the offeror has been
    awarded a single CAS-covered prime contract or subcontract of $25
    million or more.

    III. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING
    CONTRACTS

         The offeror shall indicate below whether award of the
    contemplated contract would, in accordance with subparagraph (a)(3)
    of the Cost Accounting Standards clause, require a change in

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    established cost accounting practices affecting existing contracts
    and subcontracts.

    ___ YES  ___ NO

                                 (End of Provision)


         ALTERNATE I (APR 1996).  As prescribed in 30.201-3(b), add the
    following subparagraph (c)(5) to Part I of the basic provision:

         [__]  (5) Certificate of Disclosure Statement Due Date by
    Educational Institution.

    If the offeror is an educational institution that, under the
    transition provisions of 48 CFR 9903.202-1(f), is or will be
    required to submit a Disclosure Statement after receipt of this
    award, the offeror hereby certifies that (check one and complete):

         [__]   (i)  A Disclosure Statement Filing Due Date of
    ____________________ has been established with the cognizant Federal
    agency.

          [__]  (ii) The Disclosure Statement will be submitted within
    the 6-month period ending ____________ months after receipt of this
    award.

    Name and Address of Cognizant ACO or Federal Official Where
    Disclosure Statement is to be Filed:

         __________________________________________________

         __________________________________________________

         __________________________________________________

         __________________________________________________




    K.28  52.219-1  SMALL BUSINESS PROGRAM REPRESENTATIONS

                    (JAN 1997)


         (a)(1)  The standard industrial classification (SIC) code for
    this acquisition is 7379 (insert SIC code).

         (2)  The small business size standard is $18,000,000.00 ANNUAL
    SALES.

         (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.


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

         (2)  (Complete only if offeror represented itself as a small
    business concern in block (b)(1)  of this section.) The offeror
    represents as part of its offer that it ____  is, ____

         is not a small disadvantaged business concern.

         (3)  (Complete only if offeror represented itself as a small
    business concern in block (b)(1)  of this section.) The offeror
    represents as part of its offer that it ____  is, ____

         is not a women-owned small business concern.

         (c)  Definitions.

         "Joint venture", for purposes of a small disadvantaged business
    (SDB) set-aside or price evaluation preference (as prescribed at 13
    CFR 124.321), is a concern that is owned and controlled by one or
    more socially and economically disadvantaged individuals entering
    into a joint venture agreement with one or more business concerns
    and is considered to be affiliated for size purposes with such other
    concern(s).

         The combined annual receipts or employees of the concerns
    entering into the joint venture must meet the applicable size
    standard corresponding to the SIC code designated for the contract.
    The majority of the venture's earnings must accrue directly to the
    socially and economically disadvantaged individuals in the SDB
    concern(s) in the joint venture.  The percentage of the ownership
    involvement in a joint venture by disadvantaged individuals must be
    at least 51 percent.

         "Small business concern", as used in this provision, 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.

         "Small disadvantaged business concern", as used in this

    provision,  means a small business concern that (1)  is at least 51
    percent unconditionally owned by one or more individuals who are
    both socially and economically disadvantaged, or a publicly owned
    business having at least 51 percent of its stock unconditionally
    owned by one or more socially and economically disadvantaged
    individuals, and (2) has its management and daily business
    controlled by one or more such individuals.  This term also means a
    small business concern that is at least 51 percent unconditionally
    owned by an economically disadvantaged Indian tribe or Native
    Hawaiian Organization, or a publicly owned business having at least
    51 percent of its stock unconditionally owned by one or more of
    these entities, which has its management and daily business
    controlled by members of an economically disadvantaged Indian tribe
    or Native Hawaiian Organization, and which meets the requirements of

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    13 CFR Part 124.

         "Women-owned small business concern", as used in this
    provision,   means a small business concern - (1)  Which 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), any person who misrepresents a
    firm's status as a small or small disadvantaged business concern in
    order to obtain a contract to be awarded under the preference
    programs established pursuant to sections 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.

                       (End of provision)
























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          SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES
                             TO OFFERORS


    L.1   TYPE OF CONTRACT

 The Government contemplates award of an Indefinite-Quantity type
 contract as described under Sub-part 16.504 of the Federal
 Acquisition Regulation.  All work hereunder shall be secured by the
 issue of "Time and Materials" and "Firm Fixed Price" task orders
 (See FAR Sub-parts 16.601 and 16.201, respectively).






    L.2   GENERAL INSTRUCTIONS
          (ED 311-2) (FEB 1996)

  The following instructions establish the acceptable minimum
 requirements for the format and content of proposals:

  Your special attention is directed to the requirements for technical
 and business proposals and past performance report to be submitted in
 accordance with these instructions.

  Any resultant contract shall include the general provisions applicable
 to the selected offeror's organization and type of contract awarded.
 Copies of general provisions may be obtained by contacting the
 Contracting Officer.  Any additional clauses required by public law,
 executive order, or acquisition regulations, in effect at the time of
 execution of the proposed contract, will be included.

  The proposal must be prepared in three parts:  A "Technical Proposal,"
  "Business Proposal," and a "Past Performance Report." Each of the
 parts shall be separate and complete in itself so that evaluation of
 one may be accomplished independently of evaluation of the other. The
 technical proposal must not contain reference to cost; however,
 resource information, such as data concerning labor hours and
 categories, materials, subcontracts, etc., must be contained in the
 technical proposal so that your understanding of the scope of the work

 may be evaluated. It must disclose your technical approach in
 sufficient detail to provide a clear and concise presentation that
 includes, but is not limited to, the requirements of the technical
 proposal instructions.

  The proposal must be signed by an official authorized to bind your
 organization.  You must submit an original and   8  copies of your
 technical proposal and an original and   4  copies of your business
 proposal and an original and one copy of your past performance report
 to:

       U. S. Department of Education
       Attn:  Yolanda Abney
       GSA Building, Room 3616 (Mail Stop 4443)

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                                         RFP 97-017

       7th & D Streets, S.W.
       Washington, D. C.   20202

  Hand-carried proposals must be delivered by entering through the 'D'
 Street entrance of the building and stopping at the Guard's Desk.
 Offerors are directed to call Yolanda Abney at 708-8191. Offerors
 should indicate for which RFP number they are submitting a proposal and
 should have proper identification. Offerors will be required to sign in
 and be escorted to ACC where the proposal will be officially received.
 Offerors should consider this delay in meeting the time specified for
 proposal receipt.
  You may, at your discretion, submit alternate proposals, or proposals
 which deviate from the requirements; PROVIDED, that you also submit a
 proposal for performance of the work, as specified in the statement of
 work.  These proposals may be considered if overall performance would
 be improved or not compromised and if they are in the best interest of
 the Government.  Alternate proposals, or deviations from any
 requirements of this RFP, must be clearly identified.

  The Government will evaluate proposals in accordance with the
 evaluation criteria set forth in Section M of this request for
 proposals. Offerors are encouraged to submit proposals on recycled
 paper with a high post-consumer waste content.

  It is understood that your proposal will become part of the official
 contract file.

  The RFP does not commit the Government to pay any cost for the
 preparation and submission of a proposal.  In addition, the Contracting
 Officer is the only individual who can legally commit the Government to
 the expenditure of public funds in connection with this proposed
 acquisition.





    L.3   TECHNICAL PROPOSAL INSTRUCTIONS



















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    L.4   PAST PERFORMANCE REPORT
          (ED 314-1) (MAR 1996)


    Each offeror shall submit the following information as a separately
    bound part of its proposal for both the offeror and proposed major
    subcontractors.  Major, as defined here and in the remainder of
    sections L and M regarding past performance, is any subcontractor
    that is subcontracted for a minimum of 25% of the total contract
    amount.  If the offeror has no relevant corporate or organizational
    past performance, the offeror may substitute past performance of its
    management or proposed key personnel.  Subcontractors who submit the
    past performances form must have the prime contractors', for whom
    they are subcontracting with in this procurement, name on the form
    also.

    A.  Each offeror shall submit information about its most recent four
    contracts, completed in the last three years or currently in
    process, which are of similar size, scope, complexity or, in any
    way, are relevant to the effort required by this solicitation. If
    the offeror's last four similar contracts are all currently in
    process, submit the last three similar contracts currently in
    process, and the most recent similar contract completed within the
    last three years.  Contracts listed may include those entered into
    by the Federal Government, agencies of State and local governments
    and commercial customers.  Contracts with the parent or an affiliate
    of the offeror may not be used. Include the following information
    for each contract and subcontract:

         1.   Identification
              a.   Name of the contracting activity
              b.   Program title or product name
              c.   Contract number
              d.   Contract type
              e.   Period of performance, including all option
                   periods
              f.   Contract Value:
                   (1)  Initial projected total contract amount
                        including all option periods
                   (2)  Final or current projected total contract
                        amount including all option periods

              g.   Points of Contact
                   (1)  Contracting officer and telephone and fax
                        number and e-mail address (if known)
                   (2)  Administrative contracting officer, if
                        different from above, and telephone and fax
                        number and e-mail address (if known)
                   (3)  Program manager, COTR or technical officer
                        and telephone and fax number and e-mail
                        address (if known)
         2.   Work performed and relevance
              a.   Brief synopsis of work performed
              b.   Brief discussion of how the work performed is
                   relevant to the statement of work in this
                   solicitation

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                                         RFP 97-017

              c.   Brief, specific examples of the offeror's high
                   quality performance

         3.   If any of the listed contracts are award-fee or
              incentive contracts, include a table showing fees
              awarded and the minimum and maximum available fee for
              each period.

         4.   Paragraph E. below requires you to send a copy of the
              "Contractor Information Form" to each of your
              references.  In your past performance report, include:

              a.  The date you sent the "Contractor Information
                  Form" to each reference.

              b.  How you sent it (e.g., fax, mail, express delivery
                  service, courier, e-mail, etc.).

              c.  To whom you sent it including telephone and fax
                  number and e-mail address (if known).


    B.   The offeror may provide information on problems encountered
    on the contracts and subcontracts identified in A above and
    corrective actions taken to resolve those problems.  Other than
    the information requested in A above, offerors should not provide
    general information on their performance on the identified
    contracts.  General performance information will be obtained from
    the references.

    C.   Offerors should understand the difference between experience
    and past performance.  Experience reflects the offeror's
    capability of performing a requirement.  Past performance
    reflects how well it has performed similar requirements.  In
    assessing past performance, the quality of the offeror's past
    performance is of primary significance, not the quantity of
    previous contracts performed.  An offeror's experience will be
    evaluated in the technical proposal.  For further guidance on
    including information on experience or how experience will be
    evaluated refer to the technical proposal instructions and
    evaluation criteria.


    D.   The offeror may describe any quality awards or
    certifications that indicate the offeror possesses a high-quality
    process for developing and producing the product or service
    required.  Such awards or certifications include, for example,
    the Malcolm Baldrige Quality Award, other government quality
    awards, and private sector awards or certifications (e.g., the
    automobile industry's QS 9000, Sematech's SSQA, or ANSI/EIA-599).

         Identify which segment of the company (one division or the
    entire company) received the award or certification.  Describe
    when the award or certification was bestowed.  If the award or
    certification is over three years old, present evidence that the
    qualifications still apply.  Information about awards will be
    considered in evaluation of each of the past performance

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    subfactors described in Section M.  The offeror may describe how
    the award relates to one or more of the subfactors.

    E.   No later than the date proposals are due under this
    solicitation (see Block 9 of Standard Form 33), send a
    copy to each of your four references of the "Contractor
    Performance Information" form attached to this solicitation.
    Ask each reference to complete the form and return it to the
    contracting officer as prescribed on the form.  Completed
    forms from references are due l0 calendar days after the
    date proposals are due under this solicitation.  Request that
    the reference please return the completed form to the
    contracting officer by this date.  Do not ask the reference
    to give you a copy of the completed form or any information
    therefrom.

    F.   Each offeror will be evaluated on its performance under
    existing and prior contracts for similar products or services.
    Performance information will be used for both responsibility
    determinations and as an evaluation factor against which
    offerors' relative rankings will be compared to assure best value
    to the government.  The government will focus on information that
    demonstrates quality of performance relative to the size and
    complexity of the procurement under consideration.  The
    "Contractor Performance Information" form identified in Section J
    will be used to collect this information.  References other than
    those identified by the offeror may be contacted by the
    Government with the information received used in the evaluation
    of the offeror's past performance.

    L.5   BUSINESS PROPOSAL INSTRUCTIONS
          (ED 311-4) (JUL 1996)

 NOTE TO OFFERORS:  IF YOU WANT YOUR PROPOSAL TO BE CONSIDERED FOR
 THE AWARD RESERVED FOR THE 8(A) FIRM, RATHER THAN THE FULLY
 COMPETITIVE AWARD(S), THIS SHOULD BE CLEARLY INDICATED ON THE
 OUTSIDE COVER AND THE FACE PAGE OF THE BUSINESS PROPOSAL.

 THE GOVERNMENT, AT ITS DISCRETION, MAY CONSIDER AN 8(A) FOR A FULLY
 COMPETITIVE AWARD, IF IT IS IN THE GOVERNMENT'S BEST INTEREST.

 The offeror(s) business proposal must contain the following

 information.  This RFP may contain additional RFP-specific business
 proposal instructions elsewhere in Section L or in Section J.

 A.   Standard Form 33, "Solicitation, Offer and Award", the Special
 Provision article entitled "Contract Administrator," and
 "Representations, Certifications, and Other Statements of Offerors
 or Quoters of Section K" must be properly filled out and signed by
 an official authorized to bind the offeror.  Your proposal must
 stipulate that it is predicated upon all the terms and conditions
 of this RFP.

 B.  A separate business (cost) proposal is required.  A  form 1448,
 PROPOSAL COVER SHEET (Cost or Pricing Data Not Required) has been
 attached, along with TABLE 15-3, INSTRUCTIONS FOR SUBMISSION OF

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                                         RFP 97-017

 INFORMATION OTHER THAN COST OR PRICING DATA.  The contracting
 officer requires that your business proposal should contain enough
 information for a cost realism determination to be made.  Note that
 Table 15-3, paragraph A states that "If adequate price competition
 is expected, the information may include cost or technical
 information necessary to determine the cost realism and adequacy of
 the offeror's proposal, e.g., information adequate to validate that
 the proposed costs are consistent with the technical proposal, or
 cost breakdowns to help identify unrealistically priced proposals."

 Offerors are expected to use their best business judgement in
 submitting the necessary information.  The contracting officer can
 reject an offeror's proposal if a negative cost realism
 determination is made, or if proposed prices are found to NOT be
 reasonable.  At 15.801, the Federal Acquisition Regulation says
 "cost realism means the costs in an offeror's proposal are (a)
 realistic for the work to be performed; (b) reflect a clear
 understanding of the requirements; and ( c ) are consistent with
 the various elements of the offeror's technical proposal."

 The "information other than cost or pricing data" in the business
 proposal for this acquisition should consist of three major
 portions:  (1) the Pricing Schedules for the Award (Base) Year and
 Option Years I, II, III and IV, (2) the completed Standard Form
 1448, and (3) the backup schedules and narrative materials which
 show cumulatively the costs from which the amounts in the Pricing
 Schedule are derived.

 If the offeror is an 8(a) firm, the offeror should submit
 information adequate to confirm that the offeror is a participant
 in the program.

      (1)  Completion of Pricing Schedules

      The Labor prices offered on the following Pricing Schedules
      are firm fixed-price Labor prices for each of the labor
      categories for which prices are requested.  The offeror shall
      multiply the loaded hourly rates by the number of person hours
      given in the PRICING GRID attached to the solicitation for the
      base year  and for each option year.  The labor hours
      indicated in the Schedules are for evaluation purposes only,
      and are estimates of level of efforts required for work under

      the contract.

      Offerors shall submit the PRICING GRID on diskette in Lotus
      1-2-3 release 2.3 spreadsheet software.  A blank copy of the
      spreadsheet is attached to the solicitation.  An electronic
      copy of this attachment is posted on the Education Department
      Internet site on the World Wide Web at ocfo.ed.gov/
      under Contracts Info, under Docs on Line.

      In order to normalize proposals, offerors are required to
      propose $300,000 in Other Direct Costs per annum, exclusive of
      Materials Handling Overhead.  In other words, by contract
      period, propose the following for Other Direct Costs:


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                                         RFP 97-017

           Base Period              $450,000
           First Option Period      $300,000
           Second Option Period     $300,000
           Third Option Period      $300,000
           Fourth Option Period     $300,000

      (2)  Supporting Materials

      Each offeror shall provide supporting cost and pricing data
      for each Labor Category shown in the PRICING GRID for the Base
      Period and all Option Years I through IV.  Each offeror shall
      submit detailed worksheets showing the derivation of each
      "loaded rate."  Overhead costs should also be stated.

      Finally, the total estimated cost shown by each offeror on the
      supporting material for each award year should agree with its
      total evaluation price shown on the pricing schedule for that
      award period.

      (3)  Business/Cost Proposal for Kick-Off Meeting Task

      All offerors are required to submit a Time and Materials type
      proposal for the Combined Kick-Off Meeting Task that those
      awarded a contract will be required to attend.  Attendees
      should be the Project Director, Alternate Project Director,
      Instructional Designer, and the Contract Administrator.  ED
      assumes that the Contract Administrator will be paid out of
      Indirect Costs.  Offerors should assume the meeting itself
      will last for two hours and assume Washington, D.C. as the
      location.  The Office of Postsecondary Education will provide
      the meeting room, set up the agenda, and chair the meeting.

      (4)  Business/Cost Proposal for Pre-Certification Sample Task

      All offerors are required to submit a Firm Fixed Price type
      proposal for the Pre-Certification Sample Task.

      (5)  Prevention of artificial boundaries or "windows"

      Note:  The intent of this subparagraph (5) of the Business
      Proposal Directions is to prevent offers from being submitted
      where prices, discounts or credits are used individually or in

      combination to create artificial boundaries or "windows"
      (based on the evaluated level of effort or quantities) which
      could result in unrealistically low evaluated costs within
      these "windows" while actual unit prices during contract
      performance would be higher than the evaluated unit prices.

      All proposed unit prices shall be complete charges, inclusive
      of all direct and indirect costs, discounts, and fees. Pricing
      may not be tied to an economic price indicator or to
      inflation. Each year's pricing plan must contain discrete
      fixed prices and must conform to the pricing clauses contained
      herein:

           (i)  The unit prices of any specific element for which

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                                         RFP 97-017

           there is a specific charge cannot increase as the level
           of effort or quantity of services or supplies delivered
           increases. (Except for overtime as defined in the
           incorporated contract clause FAR 52-222-4 entitled
           "Contract Work Hours and Safety Standards Act - Overtime"
           which may be invoiced at no greater than 1.5 times the
           base labor rate)

           (ii) The percentage (%) of discount or credit cannot
           change as the level of effort or quantity of
           services/supplies increases or decreases.

           (iii)     The price of one element cannot be tied to the
           level of effort or quantity of services or supplies
           delivered of another element.

           (iv) Any discounts, credits or discount levels earned or
           achieved by the Government cannot be lost (except for any
           billing errors which must be reviewed and processed on a
           case-by-case basis).

 C.  Property and equipment - Offerors are strongly urged NOT to
 propose direct costs for property or equipment purchases.  It is ED
 policy that contractors provide all equipment and facilities
 necessary for performance of contracts; however, in some instances,
 an exception may be granted to furnish Government-owned property or
 to authorize purchase with contract funds.  If additional equipment
 must be acquired, you must include in your proposal the description
 and estimated cost of each item, and whether you propose to acquire
 the item with your own funds.

 The description shall include the following elements for individual
 items which will exceed $1,000 in cost:

      (1)  A brief statement of function;

      (2)  manufacturer and manufacturer's brand name, model or part
      number; and

      (3)  vendor and its proposed price.

 You must identify all Government-owned property in your possession

 and all property acquired from Federal funds, to which you have
 title, that is proposed to be used in the performance of the
 prospective contract.

 D.  Other Administrative Details:

      (1)  The proposal shall list the names and telephone numbers
      of persons authorized to conduct negotiations.

      (2)  Block 12 of Standard Form 33 must contain a Statement to
      the effect that your offer is firm for a period of at least
      120 calendar days from the date of receipt of offers specified
      by the Government.


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                                         RFP 97-017

 E.  Responsibility of Prospective Contractor - In order for an
 offeror to receive a contract, the contracting officer must first
 make an affirmative determination that the prospective contractor
 is responsible in accordance with the provisions of FAR 9.104.  To
 assist the contracting officer in this regard, the offeror shall
 supply sufficient categorical descriptions and statements to
 establish the following:

      (1)  The offeror's financial capability; including detail for
      the accounting system and controls employed by the offeror;

      (2)  the offeror's capability to meet delivery or performance
      schedules;

      (3)  the offeror's record of business integrity;

      (4)  the offeror's possession of necessary organizational
      experience, technical skills or the ability to obtain them;

      (5)  the offeror's possession of necessary facilities; or the
      ability to obtain them; and

      (6)  the offeror's compliance with subcontract requirements;
      and

      (7)  any other special considerations involved in the
      acquisition.


 F.  The attached vendor payment Enrollment Form is not required
 to be submitted with your proposal.  However, be aware, that
 should you be awarded this contract, a properly completed
 Enrollment Form must be submitted to the contracting officer
 within 5 days of contract award.  Please ensure that you have
 available the financial information required on the form, as
 payment on this contract will be accomplished through EFT.

 NOTE:  THESE DESCRIPTIONS AND STATEMENTS SHOULD ALSO BE
 INCORPORATED IN THE TECHNICAL PROPOSAL, AS CONDUCIVE OF SEPARATE
 EXAMINATION BY THE TECHNICAL EVALUATORS DURING THE PROCESS OF
 TECHNICAL EVALUATION.


    L.6   REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION
          OTHER THAN COST OR PRICING DATA
          (FAR 52.215-41, ALTERNATE IV) (OCT 1995)
     <   (a)  Submission of cost or pricing data is not required.

         (b)  Provide information described below:

              See clause entitled BUSINESS PROPOSAL INSTRUCTIONS for
              specific items required to be included in the Business
              Proposal.  Offerors must provide information sufficient
              for the Government to make a positive determination of
              cost realism.


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                                         RFP 97-017

              However, the contracting officer may require other
              information during negotiations if the contracting
              officer determines that additional information is needed
              to determine the reasonableness of the offeror's price
              and/or to determine cost realism.

              The contracting officer reserves the right to require
              certified cost or pricing data if the contracting officer
              subsequently determines that none of the exceptions under
              FAR l5.804-l apply and that the contract amount exceeds
              the threshold at FAR l5.804-2(a)(l).




     L.7   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS
           SUBCONTRACTING PLAN
           (FAR 52.219-9) (OCT 1995)


     (a)  This clause does not apply to small business concerns.

     (b)  "COMMERCIAL PRODUCT," as used in this clause, means a product
          in regular production that is sold in substantial quantities
          to the general public and/or industry at established catalog
          or market prices.  It also means a product which, in the
          opinion of the Contracting Officer, differs only insignifi-
          cantly from the contractor's commercial product.

         "SUBCONTRACT," as used in this clause, means any agreement
         (other than one involving an employer-employee relationship)
         entered into by a Federal Government prime Contractor or
         subcontractor calling for supplies or services required for
         performance of the contract or subcontract.

     (c)  The offeror, upon request by the Contracting Officer, shall
         submit and negotiate a subcontracting plan, where applicable,
         which separately addresses subcontracting with small business
         concerns, with small disadvantaged business concerns and with
         women-owned small business concerns. If the offeror is submit-
         ting an individual contract plan, the plan must separately
         address subcontracting with small business concerns, small

         disadvantaged business concerns, and women-owned small
         business concerns with a separate part for the basic contract
         and separate parts for each option (if any).  The plan shall
         be included in and made a part of the resultant contract.
         The subcontracting plan shall be negotiated within the time
         specified by the Contracting Officer.  Failure to submit and
         negotiate the subcontracting plan shall make the offeror
         ineligible for award of a contract.

     (d)  The offeror's subcontracting plan shall include the
          following:

          (1) Goals, expressed in terms of percentages of total planned
              subcontracting dollars, for the use of small business

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                                         RFP 97-017

              concerns, small disadvantaged business concerns and women-
              owned small business concerns as subcontractors.  The
              offeror shall include all subcontracts that contribute to
              contract performance, and may include a proportionate
              share of products and services that are normally allocated
              as indirect costs.

          (2)  A statement of:

                (i)  Total dollars planned to be subcontracted;
               (ii)  Total dollars planned to be subcontracted to
                     small business concerns;
              (iii)  Total dollars planned to be subcontracted to
                     small disadvantaged business concerns; and
               (iv)  Total dollars planned to be subcontracted to
                     women-owned small business concerns.

          (3) A description of the principal types of supplies and
              services to be subcontracted, and an identification of
              the types planned for subcontracting to:

               (i)  small business concerns;
              (ii)  small disadvantaged business concerns; and
             (iii)  women-owned small business concerns.

          (4) A description of the method used to develop the
              subcontracting goals in paragraph (d)(1) of this clause.

          (5) A description of the method used to identify potential
              sources for solicitation purposes (e.g., existing
              company source lists, the Procurement Automated Source
              System (PASS) of the Small Business Administration, the
              National Minority Purchasing Council Vendor Information
              Service, the Research and Information Division of the
              Minority Business Development Agency in the Department
              of Commerce, or small, small disadvantaged business
              concerns and women-owned small business concerns trade
              associations).  A firm may rely on PASS as its small
              business source list.  Use of the PASS as its source
              list does not relieve a firm of its responsibilities
              (i.e., outreach, assistance, counseling, pubicizing
              subcontracting opportunities) in this clause.

          (6)  A statement as to whether or not the offeror included
               indirect costs in establishing subcontracting goals, and
               a description of the method used to determine the
               proportinate share of indirect costs to be incurred with

                 (i)  small business concerns;
                (ii)  small disadvantaged business concerns; and
               (iii)  small women-owned business concerns.

          (7)  The name of individual employed by the offeror who will
               administer the offeror's subcontracting program, and a
               description of the duties of the individual.


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                                         RFP 97-017

          (8)  A description of the efforts the offeror will make to
               assure that small, small disadvantaged and women-owned
               smaall business concerns have an equitable opportunity
               to compete for subcontracts.

          (9)  Assurances that the offeror will include the clause on
               this contract entitled "Utilization of Small, Small
               Disadvantaged and Women-Owned Small Business Concerns"
               in all subcontracts that offer further subcontracting
               opportunities, and that the offeror will require all
               subcontractors (except small business concerns) who
               receive subcontracts in excess of $500,000 ($1,000,000
               for construction of any public facility), to adopt a
               plan similar to the plan agreed to be the offeror.

         (10)  Assurances that the offeror will:

                 (i)  cooperate in any studies or surveys as may be
                      required,
                (ii)  submit periodic reports in order to allow the
                      Government to determine the extent of compliance
                      by the offeror with the subcontracting plan,
               (iii)  submit Standard Form (SF) 294, Subcontracting
                      Report for Individual Contracts, and/or SF 295,
                      Summary Subcontract Report, in accordance with
                      the instructions on the forms, and
                (iv)  ensure that its subcontractors agree to submit
                      Standard Form 294 and 295.

          (11)  A recitation of the types of records the offeror will
                maintain to demonstrate procedures that have been
                adopted to comply with the requirements and goals in
                the plan, including establishing source lists; and a
                description of its efforts to locate small, small
                disadvantaged and women-owned small business concerns
                and award subcontracts to them.  The records shall
                include at least the following (on a plant-wide or
                company-wide basis, unless otherwise indicated):

                  (i)  Source lists (e.g., PASS), guides, and other
                       data that identify small, small disadvantaged
                       and women-owned small business concerns.

                 (ii)  Organizations contacted in an attempt to locate
                       sources that are small, small disadvantaged and
                       women-owned small business concerns.

                (iii)  Records on each subcontract solicitation
                       resulting in an award of more than $100,000,
                       indicating:

                       (a)  whether small business concerns were
                            solicited and if not, why not,
                       (b)  whether small disadvantaged business
                            concerns were solicited and if not, why
                            not,

                                Page 86 of 99


                                         RFP 97-017

                       (c) whether women-owned small business concerns
                           were solicited and if not, why not, and
                       (d)  if applicable, the reason award was not
                            made to a small business concern.

                 (iv)  Records of any outreach efforts to contact:

                      (a)  trade associations,
                      (b)  business development organizations, and
                      (c)  conferences and trade fairs to locate
                      to locate small, small disadvantaged and women-
                      owned small business sources.

                  (v)  Records of internal guidance and encouragement
                       provided to buyers through:

                       (a)  workshops, seminars, training, etc., and
                       (b)  monitoring performance
                       to evaluate compliance with the program's
                       requirements.

                 (vi)  On a contract-by-contract basis, records to
                       support award data submitted by the offeror to
                       the Government, including the name, address, and
                       business size of each subcontractor. Contractors
                       having company or division-wide annual plans
                       need not comply with this requirement.

     (e)  In order to effectively implement this plan to the extent
          consistent with efficient contract performance, the
          Contractor shall perform the following functions:

          (1)  Assist small, small disadvantaged and women-owned small
               businessconcerns by arranging solicitations, time for
               the preparation of bids, quantities, specifications, and
               delivery schedules so as to facilitate the participation
               by such concerns.  Where the Contractor's lists of
               potential small, small disadvantaged, and women-owned
               small business subcontractors are excessively long,
               reasonable effort shall be made to give all such small
               business concerns an opportunity to compete over a period
               of time.

          (2)  Provide adequate and timely consideration of the
               potentialities of small, small disadvantaged and women-
               owned small business concerns in all "make-or-buy"
               decisions.

          (3)  Counsel and discuss subcontracting opportunities with
               representatives of small, small disadvantaged and women-
               owned small business firms.

          (4) Provide notice to subcontractors concerning penalties and
              remedies for misrepresentations of business status as
              small, small disadvantaged or women-owned small business
              for the purpose of obtaining a subcontract that is to be

                                Page 87 of 99


                                         RFP 97-017

              included a part or all of a goal contained in the
              Contractor's subcontracting plan.

     (f)  A master subcontracting plan on a plant or division-wide
          basis which contains all the elements required by (d) above,
          except goals, may be incorporated by reference as a part of
          the subcontracting plan required of the offeror by this
          clause; provided,

          (1)  the master plan has been approved,

          (2)  the offeror provides copies of the approved master plan
               and evidence of its approval to the Contracting Officer,
               and

          (3)  goals and any deviations from the master plan deemed
               necessary by the Contracting Officer to satisfy the
               requirements of this contract are set forth in the
               individual subcontracting plan.

     (g)  (1)  If a commercial product is offered, the subcontracting
               plan required by this clause may relate to the offeror's
               production generally, for both commercial and
               noncommercial products, rather than solely to the
               Government contract.  In these cases, the offeror shall,
               with the concurrence of the Contracting Officer, submit
               one company-wide or division-wide annual plan.

          (2)  The annual plan shall be reviewed for approval by the
               agency awarding the offeror its first prime contract
               requiring a subcontracting plan during the fiscal year,
               or by an agency satisfactory to the Contracting
               Officer.

          (3)  The approved plan shall remain in effect during the
               offeror's fiscal year for all of the offeror's
               commercial products.

     (h)  Prior compliance of the offeror with other such
          subcontracting plans under previous contracts will be
          considered by the Contracting Officer in determining the
          responsibility of the offeror for award of the contract.

     (i)  The failure of the Contractor or subcontractor to comply in
          good faith with:

          (1)  the clause of this contract entitled "Utilization of
               Small, Small Disadvantaged Business and Women-Owned Small
               Business Concerns," or

          (2)  an approved plan required by this clause, shall be a
               material breach of the contract.





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                                         RFP 97-017

     L.8   PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW
           (FAR 52.222-24) (APRIL 1984)

  An award in the amount of $1 million or more will not be made under
 this solicitation unless the offeror and each of its known first-tier
 subcontractors (to whom it intends to award a subcontract of $1 million
 or more) are found, on the basis of a compliance review, to be able to
 comply with the provisions of the Equal Opportunity clause of this
 solicitation.


    L.9   EXPLANATION TO PROSPECTIVE OFFERORS
          (FAR 52.215-14) (APRIL 1984)

  Any prospective offeror desiring an explanation or interpretation of
 the solicitation, drawings, specification, etc., must request it in
 writing soon enough to allow a reply to reach all prospective offerors
 before the submission of their offers.  Oral explanations or
 instructions given before the award of the contract will not be
 binding.  Any information given to a prospective offeror concerning a
 solicitation will be furnished promptly to all other prospective
 offerors as an amendment of the solicitation, if that information is
 necessary in submitting offers or if the lack of it would be
 prejudicial to any other prospective offerors.

    L.10  LATE SUBMISSIONS, MODIFICATIONS, AND
          WITHDRAWALS OF PROPOSALS
          (FAR 52.215-10) (MAY 1997)

         (a)  Any proposal received at the office designated in the
    solicitation after the exact time specified for receipt of offers
    will not be cconsidered unless it is received before award is made
    and -

          (1) It was sent by registered or certified mail not later
              than the fifth calendar day before the date specified
              for receive of offers (e.g., an offer submitted in
              response to a solicitation requiring receipt of
              offers by the 20th of the month must have been
              mailed by the l5th);

          (2) It was sent by mail (or telegram or facsimile, if

              authorized) or hand-carried (including delivery by a
              commercial carrier) if it is determined by the
              Government that the late receipt was due primarily
              to Government mishandling after receipt at the
              Government installation;

         (3)  It was sent by U.S. Postal Service Express Mail
              Next Day Service-Post Office to Addressee, not
              later than 5:00 p.m. at the place of mailing two
              working days prior to the date specified for
              receipt of proposals.  The term "working days"
              excludes weekends and U.S. Federal holidays.

         (4)  It was transmitted through an electronic

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                                         RFP 97-017

              commerce method authorized by the solicitation
              and 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;

         (5)  There is acceptable evidence to establish that
              it was received at the activity designated for
              receipt of offers and was under the Government's
              control prior to the time set for receipt of
              offers, and the Contracting Officer determines
              that accepting the late offer would not unduly
              delay the procurement; or

          (6) It is the only proposal received.

         (b)  Any modification of a proposal or quotation, including a
    modification resulting from the Contracting Officer's request for
    "best and final" offer, is subject to the same conditions as in
    subparagraphs (a)(1) through (1)(5) of this provision.

         (c)  The only acceptable evidence to establish the date of
    mailing of a late proposal or modification sent either by U.S.
    Postal Service registered or certified mail is the U.S. or Canadian
    Postal Service postmark both on the envelope or wrapper and on the
    original receipt from the U.S. or Canadian Postal Service.  Both
    postmarks must show a legible date or the proposal, quotation, or
    modification shall be processed as if mailed late.  "Postmark" means
    a printed, stamped, or otherwise placed impression (exclusive of a
    postage meter machine impression) that is readily identifiable
    without further action as  having been supplied and affixed by
    employees of the U.S. or Canadian  Postal Service on the date of
    mailing.  Therefore, offerors or quoters should request the postal
    clerks to place a legible hand cancellation  bull's-eye postmark on
    both the receipt and the envelope or wrapper.

         (d)  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.


         (e)  The only acceptable evidence to establish the date of
    mailing of a late offer, modification, or withdrawal sent by Express
    Mail Next Day Service-Post Office to Addressee is the date entered
    by the post office receiving clerk on the "Express Mail Next Day
    Service - Post Office to Addressee" label and the postmark on both
    the envelope or wrapper and on the original receipt from the U.S.
    Postal Service, "Postmark" has the same meaning as defined in
    paragraph (d) of this provision, excluding postmarks of the Canadian
    Postal Service.  Therefore, offers or quoters should request the
    postal clerk to place a legible hand cancellation bull's-eye
    postmark on both the receipt and the envelope or wrapper.
         (f)  Notwithstanding paragraph (A) above, 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

                                Page 90 of 99


                                         RFP 97-017

    received and may be accepted.

         (g)  Proposals may be withdrawn by written notice or telegram
    (including mailgram) received at any time before award.  If the
    solicitation authorizes facsimile proposals, proposals may be
    withdrawn via facsimile received at any time before award, subject
    to conditions specified in the provision entitled "Facsimile
    Proposals."  Proposals may be withdrawn in person by an offeror or
    an authorized representative, if the representative's identity is
    made known and the representative signs a receipt for the proposal
    before award.




    L.11  FAILURE TO SUBMIT OFFER
          (FAR 52.215-15) (MAY 1997)


    Recipients of this solicitation not responding with an offer should
    not return this solicitation, unless it specifies otherwise.
    Instead, for paper transactions, they should advise the issuing
    office by letter, postcard, or established electronic commerce
    methods, whether they want to receive future solicitations for
    similar requirements.  Electronic solicitations do not require
    notification of desire to receive future solicitations, since these
    solicitations will be openly available to any interested party.  If
    a recipient does not submit an offer and does not notify the issuing
    office that future solicitations are desired, the recipient's name
    may be removed from the applicable mailing list.

                          (End of Provision)



    L.12  PROVISION FOR EVALUATION FACTOR AMENDMENTS
          (ED 311-7) (MARCH 1986)

  It is hereby provided that the evaluation factors for award under
 Section M herein shall not be modified except by a formal amendment to
 this solicitation and that no factors other than those set in that
 section shall be used in the evaluation of the technical proposals.

    L.13  CONTRACT AWARD
          (FAR 52.215-16) (OCT 1995)

     (A)  The Government will award a contract resulting from this
    solicitation to the responsible offeror whose offer conforming to
    the solicitation will be most advantageous to the Government, cost
    or price and other factors, specified elsewhere in this
    solicitation, considered.

     (B)  The Government may  (1) reject any or all offers,  (2) accept
    other than the lowest offer, and  (3) waive informalities and minor
    irregularities in offers received.


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     (C)  The Government intends to evaluate proposals and award a
    contract after conducting written or oral discussions with all
    responsible offerors whose proposals have been determined to be
    within the competitive range. However, each initial offer should
    contain the offeror's best terms from a cost or price and technical
    standpoint.

     (D)  The Government may accept any item or combination of items,
    unless doing so is precluded by a restrictive limitation in the
    solicitation or the offer.
     (E)  A written award or acceptance of offer mailed or otherwise
    furnished to the successful offeror within the time for acceptance
    specified in the offer shall result in a binding contract without
    further action by either party.  Before the offer's specified
    expiration time, the Government may accept an offer (or part of an
    offer, as provided in paragraph (D) above), whether or not there are
    negotiations after its receipt, unless a written notice of
    withdrawal is received before award.  Negotiations conducted after
    receipt of an offer do not constitute a rejection or counter offer
    by the Government.

     (F)  Neither financial data submitted with an offer, nor
    representations concerning facilities or financing, will form a part
    of the resulting contract.  However, if the resulting contract
    contains a clause providing for price reduction for defective cost
    or pricing data, the contract price will be subject to reduction if
    cost or pricing data furnished is incomplete, inaccurate, or not
    current.

     (G) The Government may determine that an offer is unacceptable if
    the prices proposed are materially unbalanced between line items or
    subline items.  An offer is materially unbalanced when it is based
    on prices significantly less than cost for some work and prices
    which are significantly overstated in relation to cost for other
    work, and if there is a reasonable doubt that the offer will result
    in the lowest overall cost to the Government, even though it may be
    the low evaluated offer, or it is so unbalanced as to be tantamount
    to allowing as advance payment.

     (H) The Government may disclose the following information in post-
    award debriefings to other offerors: (1) the overall evaluated cost
    or price and technical rating of the successful offeror; (2) the

    overall ranking of all the offerors, when any ranking was developed
    by the agency during source selection; (3) a summary of the
    rationale for award; and (4) for acquisitions of commercial end
    items, the make and model of the item to be delivered by the
    successful offeror. (End of provision).


    L.14  FORMS CLEARANCE PROCESS
          (ED 311-5) (MARCH 1986)

     Reference is made to the General Provision entitled "Paperwork
    Reduction Act."  If the contractor has proposed the use of any plan,
    questionnaire, interview guide or other similar device which calls
    either for answers to identical questions from ten or more persons

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    other than Federal employees or information from Federal employees
    which is outside the scope of their employment, any of which is to
    be used by the Federal Government or disclosed to third parties,
    clearances from the Deputy Under Secretary for Management or his/her
    delegate within the Department of Education and the Office of
    Management and Budget shall first be obtained. Those should be
    expected to take at least 120 days together. Offerors' proposals
    shall accordingly reflect that 120 day period in proposal timelines
    if the Paperwork Reduction Act is applicable.

     L.15  PROGRESS PAYMENTS NOT INCLUDED
           (FAR 52.232-15) (APR 1984)

  A progress payments clause is not included in this solicitation, and
will not be added to the resulting contract at the time of award.  Bids
conditioned upon inclusion of a progress payment clause in the resulting
contract will be rejected as nonresponsive.


     L.16  SERVICE OF PROTESTS
           (FAR 52.233-2) (AUG 1996)
    ^ (A)  Protests, as defined in Section 33.101 of the Federal
    Acquisition Regulation, that are filed directly with an agency, and
    copies of any protests that are filed with the General Accounting
    Office (GAO), shall be served on the Contracting Officer (addressed
    as follows) by obtaining written and dated acknowledgment of receipt
    from the Contracting Officer specified in block l0 of SF-33.

    (B)  The copy of any protest shall be received in the office
    designated above within one day of filing a protest with GAO.

                          (End of Provision)



     L.17  FACILITIES CAPITAL COST OF MONEY
           (FAR 52.215-30) (SEPT 1987)

     (Note:  This provision only applies to commercial organizations
     that are subject to the cost principles in FAR Subpart 31.2.)

     (a)  Facilities capital cost of money will be an allowable cost

     under the contemplated contract if the criteria for allowability
     in subparagraph 31.205-10(a)(2) of the Federal Acquisition
     Regulation are met.  One of the allowability criteria requires
     the prospective contractor to propose facilities capital cost
     of money in its offer.

     (b)  If the prospective Contractor does not propose this cost,
     the resulting contract will include the clause Waiver of
     Facilities Capital Cost of Money.

    L.18  TECHNICAL QUESTIONS

    Offerors must submit all technical questions concerning this
    solicitation in writing in DOS format either on a diskette or

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    attached to an E-mail to the contract specialist.  Questions may
    be submitted via E-Mail to Joann_Lane@ed.gov or via regular mail
    to:

         JoAnn Lane, Contract Specialist
         Contracts and Purchasing Operations
         US Department of Education
         Mail Stop 4446, Room 3624
         Washington, DC  20202-4446

    ED must receive the questions no later than 14 CALENDAR DAYS after
    the issue date of this solicitation.  ED will answer questions
    which may affect offers in an amendment to the solicitation. ED
    will not reference the source of the question(s).

    Oral explanations or instructions given by the government before
    the award of the contract(s) shall not be binding.  Any information
    given to a prospective offeror concerning a solicitation will be
    furnished promptly to all other prospective offerors as an
    amendment of the solicitation, if that information is necessary in
    submitting offers or if a lack of it would be prejudicial to any
    other prospective offerors.


    L.19  DISPOSITION OF PROPOSALS

    After a Contractor has been selected, unsuccessful proposals will
    be disposed of as follows: One copy of each proposal will be
    retained by the issuing office and the remainder will be destroyed.

    No destruction certificate will be issued.


























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                 SECTION M - EVALUATION FACTORS FOR AWARD



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

     Except when it is determined in accordance with FAR 17.206(b) not
     to be in the Government's best interests, the Government will
     evaluate offers for award purposes by adding the total price for
     all options to the total price for the basic requirement.
     Evaluation options will not obligate the Government to exercise
     the option(s).



     M.2   MINIMUM QUALIFICATION CRITERIA

    In order to ensure a smooth and orderly start up of work, it is
    essential that the personnel specified in the Offeror's proposal be
    available on the effective date of the contract or Task Order.  If
    these personnel are not available at time of contract award, the
    Offeror shall be found to be ineligible for receipt of a contract.

    The minimum qualification criteria for each job category must be
    met by a proposed named person and an alternate for an offeror to
    receive an award.  Offerors must provide evidence to show that:

         -each such individual or alternate is a prime or subcontractor
         employee, OR

         -provide written documentation that each such individual or
         alternate is available, contingent upon award of the contract
         and/or an appropriate Task Order.  In the case of contingent
         availability, the written documentation must include a
         guarantee that each such individual or alternate has not been
         proposed in any  other proposal to be submitted in response to
         this solicitation.

    If any of these individuals is listed in the KEY PERSONNEL
    DESIGNATION, or similar clause on any other grant or contract, the
    offeror must list each such individual and the extent of the

    individual's commitment.



     M.3   EVALUATION FACTORS FOR AWARD (ALTERNATE I)
           (ED 312-2) (FEB 1996)

    NOTE TO OFFERORS:  THE GOVERNMENT INTENDS TO AWARD TWO OR MORE
    CONTRACTS AS A RESULT OF THIS SOLICITATION.  ONE CONTRACT IS
    RESERVED FOR AN 8(A) FIRM.  AWARD SELECTION OF THE 8(A) RESERVED
    AWARD WILL BE MADE SEPARATELY FROM THE FULLY COMPETITIVE AWARD.

    THE BUSINESS PROPOSAL INSTRUCTIONS POINTED OUT THAT IF AN OFFEROR
    WANTS TO BE CONSIDERED FOR THE AWARD RESERVED FOR THE 8(A) FIRM,

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    RATHER THAN THE FULLY COMPETITIVE AWARD(S), THIS SHOULD BE 
CLEARLY
    INDICATED ON THE OUTSIDE COVER AND THE FACE PAGE OF THE BUSINESS
    PROPOSAL.

    THE GOVERNMENT, AT ITS DISCRETION, MAY CONSIDER AN 8(A) FOR A FULLY
    COMPETITIVE AWARD, IF IT IS IN THE GOVERNMENT'S BEST INTEREST.

    (A)  The Government will make award to the responsible offeror(s)
    whose offer conforms to the solicitation and is most advantageous
    to the Government, cost or price and other factors considered.  For
    this solicitation, price will be a substantial factor in source
    selection, however quality factors (including technical merit and
    past performance), considered together, are significantly more
    important than cost or price.  The contracting officer will
    determine whether the difference in quality is worth the difference
    in cost or price.

    (B) Past Performance

    1.   Each offeror's past performance will be evaluated based on
    the subfactors below.  The past performance rating will be
    combined with the technical rating at a ratio of 36% past
    performance to technical to produce a combined quality rating.
    The relative importance of combined quality factors to cost or
    price is described in paragraph M.1(A).

    2.   Past performance subfactors:

         a.   Quality of Product or Service - compliance with
              contract requirements - accuracy of reports -
              appropriateness of personnel - technical excellence.

         b.   Problem Resolution - anticipates and avoids or
              mitigates problems - satisfactorily overcomes or
              resolves problems - prompt notification of problems -
              pro-active - effective contractor-recommended
              solutions.

         c.   Cost Control - within budget - current, accurate and
              complete billings - costs properly allocated -
              unallowable costs not billed - relationship of

              negotiated costs to actual - cost efficiencies.

         d.   Timeliness of Performance - meets interim milestones -
              reliable - stays on schedule despite problems -
              responsive to technical direction - completes on time,
              including wrap-up and contract administration - no
              liquidated damages assessed.

         e.   Business Relations - effective management - use of
              performance-based management techniques - business-like
              concern for the customer's interests - effective
              management and selection of subcontractors - effective
              small/small disadvantaged business subcontracting
              program - reasonable/cooperative behavior - effective
              use of technology in management and communication -

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              flexible - minimal staff turnover - maintains high
              employee morale - resolves disagreements without being
              unnecessarily litigious.

         f.   Customer Service - understands and embraces service and
              program goals - team approach with the customer -
              satisfaction of end users with the contractor's service
              - positive customer feedback - prompt responses -
              courteous interactions - effective escalations and
              referrals - initiative and proactive improvements -
              creative service strategies.

    Bonus Rating--Where the offeror has demonstrated an exceptional
    performance level in any of the above six subfactors, the
    contracting officer may give additional consideration for that
    factor.  It is expected that this rating will be used in those
    rare circumstances when contractor performance clearly exceeds
    the performance level of "excellent."

    3.   Past performance evaluation will be based on information
    obtained from the awards and references listed in the offeror's
    proposal, other customers known to the Government, consumer
    protection organizations, and others who may have useful and
    relevant information.  Information will also be considered
    regarding any major subcontractors, and key personnel records.
    The contracting officer will give greater consideration to
    information about an offeror's past performance that the
    contracting officer considers either more reliable or more
    relevant to the effort required by this solicitation.

    4.   Evaluation of past performance may be quite subjective,
    based on consideration of all relevant facts and circumstances.
    It will include consideration of the offeror's commitment to
    customer satisfaction and will include conclusions of informed
    judgement.

    5.   Award may be made from the initial offers without
    discussions.  However, if discussions are held, offerors will be
    given an opportunity to discuss unfavorable past performance
    information obtained from references, if the offeror has not had
    a previous opportunity to comment on the information.  The
    contracting officer may review recent contracts to ensure that

    corrective measures raised in discussions have been implemented.
    Prompt corrective action in an isolated instance might not
    outweigh an overall negative trend.

    6.   If an offeror, or the management or proposed key personnel
    for the offeror, does not have a past performance history
    relating to this solicitation, the offeror will receive a neutral
    evaluation for past performance.

    (C)  Technical Evaluation Criteria:





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