RFP-97-024
                   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:
_______________________________________________________________________________
2. CONTRACT NO.     3. SOLICITATION NO.       4. TYPE OF SOLICITATION
                        RFP-97-024                [ ] Sealed Bid (IFB)
                                                  [X] Negotiated (RFP)
_______________________________________________________________________________
5. DATE ISSUED                      6. REQUISITION/PURCHASE NO.
    05/21/97                            RJ9707l0
_______________________________________________________________________________
7. ISSUED BY (Hand-carried Address)  8. ADDRESS OFFER TO (If other than Item 7)
    U.S Department of Education
    Support Services Group
    GSA Bldg., Rm. 3616 (M.S. 4447)      (Same as Item 7)
    Seventh and D Streets, S.W.          ATTN: RFP-97-024
    Washington, DC 20202
_______________________________________________________________________________
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".
_______________________________________________________________________________
                               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 2:00 p.m. local time on 06/20/97.
    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.
_______________________________________________________________________________
10. FOR INFORMATION CALL:         A. NAME:  Zilphia E. Wright
    B. TELEPHONE NO. (Include area code) :  (202) 708-8572
       (NO COLLECT CALLS)
_______________________________________________________________________________
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
                                Page 1 of 94

                                         RFP-97-024
                      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.
_______________________________________________________________________________
12. In compliance with the above, the undersigned agrees, if this offer is
    accepted within ______ calendar days (  60 calendar days unless
    a different period is inserted by the offeror) from the 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.
_______________________________________________________________________________
13. DISCOUNT FOR PROMPT PAYMENT (See Section I, Clause No. 52.232-8)
    10 Calendar days 20 Calendar days 30 Calendar days __ Calendar days
    ______%            ______%            ______%         ______%
_______________________________________________________________________________
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
_______________________________________________________________________________
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.
_______________________________________________________________________________
17. SIGNATURE:                           18. OFFER DATE:
_______________________________________________________________________________
                   AWARD (To be completed by the Government)
19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION
_______________________________________________________________________________
22. AUTHORITY FOR USING OTHER THAN  [      ] 10 U.S.C. 2304(C)(  )
    FULL AND OPEN COMPETITION:      [      ] 41 U.S.C.  253(C)(  )
_______________________________________________________________________________
23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM ___________
    (4 copies unless otherwise specified)
_______________________________________________________________________________
24. ADMINISTERED BY (If other than Item 7) 25.PAYMENT WILL BE MADE BY
_______________________________________________________________________________
26. NAME OF CONTRACTING OFFICER  27. UNITED STATES OF AMERICA   28.AWARD DATE
    (Type or Print)                  (Signature of Contracting Officer)
_______________________________________________________________________________
IMPORTANT - Award will be made on this Form, or on Standard Form 26,
            or by other authorized official written notice.
_______________________________________________________________________________
                                   EXCEPTION TO STANDARD FORM 33
                                  "APPROVED BY GSA/IRMS 5-87
                                Page 2 of 94

                                         RFP-97-024
                                Page 3 of 94

                                         RFP-97-024
                        PROCUREMENT REVIEW TEAM
 REQUEST FOR REVIEW/RECOMMENDATION/
 DECISION FORM                              DATE:
                                                   -------------
 Procurement Action Request Number:
 Contract Number:
 Solicitation Number:                 RFP-97-024
 Amount of this Action:               $4,619,311
 Life Aggregate Amount:               $23,064,825.00 est.
 Contracting Officer:                 John Politte
 Specialist:                          Zilphia E. Wright
 Advisory & Assistance Services:      NO
 _____ Approved without requiring changes
 _____ Approved subject to correction or resolution as noted below
 _____ Correct or resolve as noted below and resubmit
 CORRECT OR RESOLVE:
 OTHER COMMENTS FROM THE PANEL:
 Recommendation: ___________________________   Date: _________
                 Reviewer
 Decision: _________________________________   Date: _________
           Approving Official

                              TABLE OF CONTENTS                         PAGE
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS. . . . . . . . . . . .    1
   B.1   ESTIMATED COST AND FIXED FEE. . . . . . . . . . . . . . . . . .    1
         (ED 301-3) (APRIL 1984)
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT. . . . . . . . . .    2
   C.1    SCOPE OF WORK. . . . . . . . . . . . . . . . . . . . . . . . .    2
          (ED 302-2) (FEBRUARY 1985)
SECTION D - PACKAGING AND MARKING. . . . . . . . . . . . . . . . . . . .    3
   D.1   SHIPMENT AND MARKING. . . . . . . . . . . . . . . . . . . . . .    3
         (ED 303-1) (MAR 1986)
SECTION E - INSPECTION AND ACCEPTANCE. . . . . . . . . . . . . . . . . .    4
   E.1   INSPECTION AND ACCEPTANCE . . . . . . . . . . . . . . . . . . .    4
         (ED 304-1) (FEB 1985)
SECTION F - DELIVERIES OR PERFORMANCE. . . . . . . . . . . . . . . . . .    5
   F.1   PERIOD OF PERFORMANCE . . . . . . . . . . . . . . . . . . . . .    5
         (ED 305-5) (MARCH 1986)
   F.2   DELIVERABLES. . . . . . . . . . . . . . . . . . . . . . . . . .    5
         (ED 305-6) (MARCH 1986)
   F.3   REPORT OF CONSULTANTS . . . . . . . . . . . . . . . . . . . . .    5
         (ED 305-2) (MAR 1986)
SECTION G - CONTRACT ADMINISTRATION DATA . . . . . . . . . . . . . . . .    6
   G.1   CONTRACT ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . .    6
         (ED 306-8) (FEB 1985)
   G.2   ADDITIONAL REQUIREMENTS FOR CONTROL OF GOVERNMENT PROPERTY. . .    6
         (ED 306-2) (JAN 1989)
   G.3   INVOICE AND CONTRACT FINANCING REQUEST SUBMISSION . . . . . . .    6
         (ED 306-1) (MAR 1988)
   G.4   PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES . . . . . . . .    7
         (ED 306-9) (OCT 1993)
   G.5   GOVERNMENT-FURNISHED DATA . . . . . . . . . . . . . . . . . . .    7
         (ED 306-10) (APR 1984)
   G.6   CONTRACTOR-ACQUIRED GOVERNMENT PROPERTY . . . . . . . . . . . .    8
         (ED 306-11) (MAR 1985)
   G.7   GOVERNMENT-FURNISHED PROPERTY . . . . . . . . . . . . . . . . .    8
         (ED 306-13) (MARCH 1985)
   G.8   Government Property List. . . . . . . . . . . . . . . . . . . .    8
   G.9   GOVERNMENT PROPERTY ADMINISTRATOR . . . . . . . . . . . . . . .   13
         (ED 306-6) (DEC 1986)
SECTION H - SPECIAL CONTRACT REQUIREMENTS. . . . . . . . . . . . . . . .   14
   H.1   PAYMENT OF PRINTING TO BE PERFORMED BY THE. . . . . . . . . . .   14
         GOVERNMENT PRINTING OFFICE
         (ED 307-8) (APR 1992)
   H.2   COST ACCOUNTING STANDARDS APPLICATION . . . . . . . . . . . . .   14
         (ED 307-11) (JUNE 1992)
   H.3   ORDER OF PRECEDENCE (SOLICITATION). . . . . . . . . . . . . . .   14
         (ED 307-1) (NOVEMBER 1986)
   H.4   DUAL COMPENSATION . . . . . . . . . . . . . . . . . . . . . . .   14
         (ED 307-3) (MAR 1985)

                              TABLE OF CONTENTS                         PAGE
   H.5   PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES. . . . . .   15
         (ED 307-5) (MAR 1985)
   H.6   PROHIBITION OF DISCRIMINATION AGAINST INDIVIDUALS . . . . . . .   15
         WITH DISABILITIES (ED 301-20) (FEB 1995)
   H.7   REQUIRED SUBMISSION OF INFORMATION FOR. . . . . . . . . . . . .   15
         PAYMENT BY ELECTRONIC FUNDS TRANSFER
         (ED 307-30) (SEP 1996)
   H.8   MANDATORY INFORMATION FOR . . . . . . . . . . . . . . . . . . .   16
         ELECTRONIC FUNDS TRANSFER PAYMENT
         (FAR 52.232-33) (AUG 1996)
   H.9   ACCESSIBILITY OF SOFTWARE . . . . . . . . . . . . . . . . . . .   20
         ED 316-1 (APR 1997)
   H.10  PUBLICATION AND AUDIO-VISUAL PRODUCTION . . . . . . . . . . . .   21
         (ED 307-7) (MAY 1997)
   H.11  AUTOMATED DATA PROCESSING (ADP) . . . . . . . . . . . . . . . .   22
         SYSTEM SECURITY REQUIREMENTS
         (ED 307-13) (MARCH 1995)
   H.12  ORGANIZATIONAL CONFLICTS OF INTEREST. . . . . . . . . . . . . .   22
         (ED 307-17) (APR 1984)
   H.13  CONTINUITY OF SERVICES. . . . . . . . . . . . . . . . . . . . .   23
         (FAR 52.237-3) (JANUARY 1991)
   H.14  OPTION TO EXTEND THE TERM OF THE CONTRACT . . . . . . . . . . .   24
         (FAR 52.217-9) (MARCH 1989)
PART II  - CONTRACT CLAUSES. . . . . . . . . . . . . . . . . . . . . . .   25
SECTION I  -  CONTRACT CLAUSES
   I.1   CLAUSES INCORPORATED BY REFERENCE-ALTERNATE I . . . . . . . . .   25
         (FAR 52.252-2) (JUN 1988)
   I.2   CLAUSES FOR A COST-PLUS-FIXED-FEE CONTRACT. . . . . . . . . . .   25
         (MATRIX-A) (FEB 1997)
   I.2.1   FEDERAL ACQUISITION REGULATION. . . . . . . . . . . . . . . .   25
           (48 CFR CHAPTER 1) CLAUSES
   I.2.2    DEPARTMENT OF EDUCATION ACQUISTION REGULATION (EDAR) . . . .   30
            (48 CFR CHAPTER 34) CLAUSES
   I.3   CLAUSES FOR A COST REIMBURSEMENT CONTRACT . . . . . . . . . . .   30
         WITH NONPROFIT, BUT OTHER THAN
         EDUCATIONAL, INSTITUTION
         (MATRIX-B) (FEB 1997)
   I.3.1    FEDERAL ACQUISITION REGULATION . . . . . . . . . . . . . . .   30
            (48 CFR CHAPTER 1) CLAUSES
   I.3.2    DEPARTMENT OF EDUCATIONAL ACQUISITION REGULATION (EDAR). . .   35
            (48 CFR CHAPTER 34) CLAUSES
   I.4   CLAUSES FOR A COST-REIMBURSEMENT CONTRACT . . . . . . . . . . .   35
         WITH AN EDUCATIONAL INSTITUTION
         (MATRIX-E) (FEB 1997)
   I.4.1    FEDERAL ACQUISITION REGULATION . . . . . . . . . . . . . . .   35
            (48 CFR CHAPTER 1) CLAUSES
   I.4.2    DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR). . . .   41
            (48 CFR CHAPTER 34) CLAUSES
PART III - LIST OF DOCUMENTS, EXHIBITS . . . . . . . . . . . . . . . . .   42
      AND OTHER ATTACHMENTS
SECTION J -- LIST OF ATTACHMENTS

                              TABLE OF CONTENTS                         PAGE
   J.1  LIST OF ATTACHMENTS. . . . . . . . . . . . . . . . . . . . . . .   42
        (ED 309-1) (MARCH 1985)
PART IV, SECTION K . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF THE
                    OFFEROR
   K.1   REPRESENTATION AUTHORITY. . . . . . . . . . . . . . . . . . . .   43
         (ED 310-1) (MARCH 1985)
   K.2   WOMEN-OWNED BUSINESS. . . . . . . . . . . . . . . . . . . . . .   43
         (FAR 52.204-5) (DEC 1996)
   K.3   PLACE OF PERFORMANCE. . . . . . . . . . . . . . . . . . . . . .   44
         (FAR 52.215-20) (APRIL 1984)
   K.4   CERTIFICATION OF NONSEGREGATED FACILITIES . . . . . . . . . . .   44
         (FAR 52.222-21) (APRIL 1984)
   K.5   DRUG-FREE WORKPLACE . . . . . . . . . . . . . . . . . . . . . .   45
         (FAR 52.223-6) (JAN 1997)
   K.6   CERTIFICATE OF CURRENT COST OR PRICING DATA . . . . . . . . . .   47
         (ED 310-5) (MARCH 1985)
   K.7   DUPLICATION OF COST . . . . . . . . . . . . . . . . . . . . . .   48
         (ED 310-6) (MARCH 1985)
   K.8   EMPLOYER'S IDENTIFICATION NUMBER. . . . . . . . . . . . . . . .   48
         (ED 310-7) (MARCH 1985)
   K.9   CONTRACTOR IDENTIFICATION NUMBER - DATA . . . . . . . . . . . .   48
         UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER
         (FAR 52.204-6) (DEC 1996)
   K.10  TYPE OF BUSINESS ORGANIZATION . . . . . . . . . . . . . . . . .   49
         (FAR 52.215-6) (JULY 1987)
   K.11  AUTHORIZED NEGOTIATORS. . . . . . . . . . . . . . . . . . . . .   49
         (FAR 52.215-11) (APRIL 1984)
   K.12  APPROVAL OF ACCOUNTING SYSTEM . . . . . . . . . . . . . . . . .   49
         (ED 310-9) (MARCH 1985)
   K.13  CERTIFICATION FOR INTENDED COMPLIANCE WITH. . . . . . . . . . .   50
         "LIMITATION OF COST" CLAUSE
         (ED 310-15) (APRIL 1984)
   K.14  GENERAL FINANCIAL AND ORGANIZATIONAL INFORMATION. . . . . . . .   50
         (ED 310-10) (APRIL 1984)
   K.15  SMALL BUSINESS PROGRAM REPRESENTATIONS. . . . . . . . . . . . .   53
         (FAR 52.219-1) (JAN 1997)
   K.16  EQUAL LOW BIDS. . . . . . . . . . . . . . . . . . . . . . . . .   55
         (FAR 52.219-2) (OCT 1995)
   K.17  PREVIOUS CONTRACTS AND COMPLIANCE REPORTS . . . . . . . . . . .   55
         (FAR 52.222-22) (APRIL 1984)
   K.18  AFFIRMATIVE ACTION COMPLIANCE . . . . . . . . . . . . . . . . .   56
         (FAR 52.222-25) (APRIL 1984)
   K.19  CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING . . . . . . .   56
         (FAR 52.223-13) (OCT 1996)
   K.20  POST EMPLOYMENT CONFLICT OF INTEREST. . . . . . . . . . . . . .   57
         (ED 310-16) (MARCH 1985)
   K.21  CERTIFICATION REGARDING DEBARMENT, SUSPENSION,. . . . . . . . .   57
         PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY
         MATTERS.  (FAR 52.209-5) (MAY 1989)
   K.22  TAXPAYER IDENTIFICATION . . . . . . . . . . . . . . . . . . . .   58
         (FAR 52.204-3) (SEPTEMBER 1989)
   K.23  CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS . . . . . . . .   59
         TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

                              TABLE OF CONTENTS                         PAGE
         (FAR 52.203-11) (APRIL 1991)
   K.24  ORGANIZATIONAL CONFLICTS OF INTEREST. . . . . . . . . . . . . .   60
         CERTIFICATE -- MARKETING CONSULTANTS
         (FAR 52.209-7) (OCTOBER 1995)
   K.25  CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR . . . . . .   62
         ILLEGAL OR IMPROPER ACTIVITY
         (FAR 52.203-8) (JAN 1997)
   K.26  ORGANIZATIONAL CONFLICT OF INTEREST . . . . . . . . . . . . . .   63
         (EDAR 3452.209-70) (AUG 1987)
   K.27  REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED. . . . . .   63
         COMPUTER SOFTWARE
         (FAR 52.227-15) (JUNE 1987)
   K.28  CLEAN AIR AND WATER CERTIFICATION . . . . . . . . . . . . . . .   64
         (FAR 52.223-1) (APRIL 1984)
   K.29   COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION. . . . . .   64
          (52.230-1) (APR 1996)
SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES. . . . . . . . . . . .   69
                   TO OFFERORS
   L.1   TYPE OF CONTRACT. . . . . . . . . . . . . . . . . . . . . . . .   69
         (ED 311-1) (MARCH 1986)
   L.2   AVAILABILITY OF THE FEDERAL ADP AND . . . . . . . . . . . . . .   69
         TELECOMMUNICATIONS STANDARDS INDEX
         (APRIL 1989)
   L.3   PRIVACY AND SECURITY SAFEGUARDS . . . . . . . . . . . . . . . .   69
         FAR 239-1 (AUG 1996)
   L.4   GENERAL INSTRUCTIONS. . . . . . . . . . . . . . . . . . . . . .   70
         (ED 311-2) (FEB 1996)
   L.5   TECHNICAL PROPOSAL INSTRUCTIONS . . . . . . . . . . . . . . . .   71
         (ED 311-3) (MARCH 1986)
   L.6   PAST PERFORMANCE REPORT . . . . . . . . . . . . . . . . . . . .   75
         (ED 314-1) (MAR 1996)
   L.7   BUSINESS PROPOSAL INSTRUCTIONS. . . . . . . . . . . . . . . . .   77
         (ED 311-4A) (JUL 1996)
   L.8   REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION. . . . . .   79
         OTHER THAN COST OR PRICING DATA
         (FAR 52.215-41, ALTERNATE IV) (OCT 1995)
   L.9   ADDITIONAL INSTRUCTION FOR PROPOSAL FOR . . . . . . . . . . . .   80
         ADP SECURITY COMPLIANCE
         (ED 311-17) (FEBRUARY 1988)
   L.10  SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS . . .   80
         SUBCONTRACTING PLAN
         (FAR 52.219-9) (OCT 1995)
   L.11  PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW. . . . . .   85
         (FAR 52.222-24) (APRIL 1984)
   L.12  EXPLANATION TO PROSPECTIVE OFFERORS . . . . . . . . . . . . . .   85
         (FAR 52.215-14) (APRIL 1984)
   L.13  LATE SUBMISSIONS, MODIFICATIONS, AND. . . . . . . . . . . . . .   85
         WITHDRAWALS OF PROPOSALS
         (FAR 52.215-10) (FEB 1997)
   L.14  FAILURE TO SUBMIT OFFER . . . . . . . . . . . . . . . . . . . .   87
         (FAR 52.215-15) (JUL 1995)
   L.15  CONTRACT AWARD. . . . . . . . . . . . . . . . . . . . . . . . .   87
         (FAR 52.215-16) (OCT 1995)
   L.16  PROVISION FOR EVALUATION FACTOR AMENDMENTS. . . . . . . . . . .   88

                              TABLE OF CONTENTS                         PAGE
         (ED 311-7) (MARCH 1986)
   L.17  APPLICATION OF PATENT RIGHTS CLAUSE . . . . . . . . . . . . . .   88
         (ED 311-13) (MARCH 1987)
   L.18  FORMS CLEARANCE PROCESS . . . . . . . . . . . . . . . . . . . .   89
         (ED 311-5) (MARCH 1986)
   L.19  SERVICE OF PROTESTS . . . . . . . . . . . . . . . . . . . . . .   89
         (FAR 52.233-2) (AUG 1996)
   L.20  FACILITIES CAPITAL COST OF MONEY. . . . . . . . . . . . . . . .   89
         (FAR 52.215-30) (SEPT 1987)
SECTION M - EVALUATION FACTORS FOR AWARD . . . . . . . . . . . . . . . .   90
   M.1   EVALUATION FACTORS FOR AWARD (ALTERNATE I). . . . . . . . . . .   90
         (ED 312-2) (FEB 1996)
   M.2   EVALUATION OF OPTIONS . . . . . . . . . . . . . . . . . . . . .   94
         (FAR 52.217-5) (JULY 1990)
                                Page 3of 94

                                         RFP-97-024
             SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
     B.1   ESTIMATED COST AND FIXED FEE
           (ED 301-3) (APRIL 1984)
 The estimated cost of this contract is $______.  The fixed fee
 (if any) is $______.  The total estimated cost and fixed fee
 is $______.
                                Page 1 of 94

                                         RFP-97-024
       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.
                                Page 2 of 94

                                         RFP-97-024
                      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:
     (c)  Mark deliverables for:
                                Page 3 of 94

                                         RFP-97-024
                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.
                                Page 4 of 94

                                         RFP-97-024
                SECTION F - DELIVERIES OR PERFORMANCE
    F.1   PERIOD OF PERFORMANCE
          (ED 305-5) (MARCH 1986)
 Performance hereunder shall be completed within
 12 months of the date of contract award,
 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.
    F.3   REPORT OF CONSULTANTS
          (ED 305-2) (MAR 1986)
 The contractor must maintain a written report for the files on the
 results of all consultations charged to this contract.  This report
 must include, as a minimum:  (1) the consultant's name, dates, hours
 and amount charged to the contract, (2) the names of the contractor
 or subcontractor staff to whom the services are provided, and (3) the
 results of the subject matter of the consultations.
                                Page 5 of 94

                                         RFP-97-024
                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 REQUEST SUBMISSION
           (ED 306-1) (MAR 1988)
     (A)  The Government agrees to pay the Contractor as complete
    compensation for all work and services performed and materials
    furnished under this contract those allowable costs defined in
    the contract clause entitled "ALLOWABLE COST AND PAYMENT" in
    an amount not to exceed the estimated costs specified in the
    contract.
     (B)  The contractor shall submit the original and two (2)
                                Page 6 of 94

                                         RFP-97-024
    copies of the invoices or contract financing requests to the
    Designated Billing Office.
         ______
         ______
         ______
         ______
         ______
         ______
     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.
     G.4   PROVISIONAL AND NEGOTIATED FINAL OVERHEAD RATES
           (ED 306-9) (OCT 1993)
     (a)  Pending the establishment of final indirect cost rates, as
     required by the clause entitled "Allowable Cost and Payment"
     FAR 52.216-7, the Contractor shall be reimbursed for its indirect
     costs on the basis of the negotiated provisional, or billing,
     rates as set forth below.  Those rates shall remain in effect
     until the contract is modified to incorporated either negotiated
     final in-direct rates, as directed by either paragraph (d) or
     (f) of the same clause, as applicable, or revised provisional
     indirect cost rates, as explained in paragraph (e).
     (b)  The provisional overhead rate applicable to this contract is
     ______% for _______________________________________________________
     ______% for _______________________________________________________
     ______% for _______________________________________________________
     ______% for _______________________________________________________
     G.5   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.
                                Page 7 of 94

                                         RFP-97-024
     (B)  Title to Government-furnished data shall remain in the
     Government.
     (C)  The Contractor shall use the Government-furnished data only in
     connection with this contract.
     (D)  The data will be furnished to the Contractor as specified in
     the table below.
     (E)  Other treatment and rights shall be in accordance with the
     incorporated general provision titled "Government Property".
     WPC  
       2 S   Z   B   
      0                 HP
     G.6   CONTRACTOR-ACQUIRED GOVERNMENT PROPERTY
           (ED 306-11) (MAR 1985)
  The Contractor is required to acquire and/or fabricate the
equipment listed below for use in the performance of this contract.
The equipment is subject to the provisions of the "Government
Property" clause.
  Item No.   Description                   Quantity    Estimated Cost
     G.7   GOVERNMENT-FURNISHED PROPERTY
           (ED 306-13) (MARCH 1985)
  The Government will provide the following item(s) of Government
 property to the Contractor for use in the performance of this
 contract.  This property shall be used and maintained by the
 Contractor in accordance with other incorporated property-related
 clauses.
    G.8   Government Property List
 HARD_TYPE  MAKER       MODEL             OP_SYS         SERAL
 NUMBER
 Bridge     KarlBridge                    SNMP           01950083
 Copier     Oce'        2375              11402
 Copier     Ricoh       Ft6750            4626
 CPU        Apple       7200/120          MacOs 7.5.5    XB6350R195X
 CPU        Apple       Centris 610       MacOS 7.5      f2320jckcn7
 CPU        Apple       Centris 610       MacOS 7.5      F2329JZR3W3
 CPU        Apple       Centris 610       MacOS 7.5.1    F2329J2TCW3
 CPU        Apple       Centris 610       MacOS 7.5.1    CK336ZLMCWS
                                Page 8 of 94

                                         RFP-97-024
 CPU        Apple       Centris 610       MacOs 7.5.3    F2320HNXCN7
 CPU        Apple       Centris 610       MacOS 7.?      F12521ZT724
 CPU        Apple       Centris 650       MacOS 7.5      F1320B3L0C3
 CPU        Apple       Centris 650       MacOS 7.5      F1320B3L0C3
 CPU        Apple       Classic Ii        MacOS 7.5      SG1470FGD21
 CPU        Apple       Duo 210           MacOS          FC249EOAC75
 CPU        Apple       Duo 270c          MacOS 7.5      FC3042MSD1DF
 CPU        Apple       Duo 270c          MacOS 7.5      FC30251T452
 CPU        Apple       IIci              MacOS 7.1      F1308CHK3BH
 CPU        Apple       IIci              MacOS 7.5      F1245L5Z724
 CPU        Apple       IIci              MacOS 7.5      F125282S724
 CPU        Apple       IIci              MacOS 7.5      F125282624
 CPU        Apple       Iici              MacOS 7.5
 CPU        Apple       IIci              MacOS 7.5.1    F12521HP717
 CPU        Apple       IIci              MacOS 7.5.1    F125282Q724
 CPU        Apple       Iisi              MacOS 7.1      f2239legc543
 CPU        Apple       IIsi              MacOS 7.5      F2234LBAC53
 CPU        Apple       IIsi              MacOS 7.5      F2234B85C53
 CPU        Apple       IIvi              MacOS 7.5      F13091183BH
 CPU        Apple       IIvx              Mac OS 7.?     F13103DB3BH
 CPU        Apple       IIvx              MacOS 7.1      F1308B823BH
 CPU        Apple       IIvx              MacOS 7.5      F13090523BH
 CPU        Apple       Iivx              MacOS 7.5.1    F130911Q3BH
 CPU        Apple       Performa 636CD    MacOS 7.5.1    XB5341Y64YQ
 CPU        Apple       Power Mac         MacOS 7.5
 CPU        Apple       Power Mac         MacOS 7.5
 CPU        Apple       Power Mac         MacOS 7.5      FC5372QB44H
 CPU        Apple       Power Mac         MacOS 7.5      XB5522FF3FS
 CPU        Apple       Power Mac         MacOS 7.5.3    FC6048GM55F
 CPU        Apple       Power Mac 7200    MacOS 7.5.3    FC54270955F
 CPU        Apple       Power Mac 8500    MacOS 7.5.3    XB6061X23FT
 CPU        Apple       Powerbook 165c    MacOS 7.5      FC324MUD493
 CPU        Apple       Powerbook 165x    MacOs 7.5.3    FC32HMUD493
 CPU        Apple       Powerbook 540c    MacOS 7.1      FC44398828V
 CPU        Apple       Powerbook 540c    MacOS 7.1      FC5618WB28V
 CPU        Apple       Powerbook 540c    MacOS 7.1      FC521DDT28V
 CPU        Apple       Powerbook 5800c   MacOs 7.5.3    TY6313A665R
 CPU        Apple       Power Mac         MacOs 7.5.3    SG6511PT8FD
 CPU        Apple       PowerMac6100/60   MacOS 7.5.1    XB5361A55P1
 CPU        Apple       PowerMac6100/60   MacOs 7.5.3
 CPU        Apple       PowerMac6100/66   Mac OS 7.5s    05190u941x
 CPU        Apple       PowerMac6100/66   MacOS          s05180vh41x
 CPU        Apple       PowerMac6100/66   MacOS 7.1.2    F1308B3M3BH
 CPU        Apple       PowerMac6100/66   MacOS 7.5.1    XB536AS5P1
 CPU        Apple       PowerMac7100/66   MacOS 7.5      FC4344B51UV
 CPU        Apple       PowerMac7100/66   MacOS 7.5      FC4291NX100
 CPU        Apple       PowerMac7100/80   MacOS          FC520Y244H
 CPU        Apple       PowerMac7100/80   MacOs 7.5      FC537JGN414
 CPU        Apple       PowerMac7100/80   MacOS 7.5.1    FC52836D44H
 CPU        Apple       PowerMac7100/80   MacOS 7.5.1    FC52836T44H
 CPU        Apple       PowerMac7100/80   MacOS 7.5.1    FC537JKK44H
 CPU        Apple       PowerMac7100/80AV MacOS 7.5      FC50501T44K
 CPU        Apple       PowerMac7100/80AV MacOS 7.5.2    FC5154SE44K
 CPU        Apple       PowerMac7200/90   MacOS 7.5.2    FC539FD955F
 CPU        Apple       PowerMac7200/90   MacOS 7.5.2    FC539FDJ55F
 CPU        Apple       PowerMac 7200/90  MacOS 7.5.2    FC539FFA55F
                                Page 9 of 94

                                         RFP-97-024
 CPU        Apple       PowerMac8500/120  MacOS 7.5.2    XB5522DW3FS
 CPU        Apple       PowerMac8500/180  MacOs 7.5.5    XB6390HH8FB
 CPU        Apple       Quadra 610        MacOSX         B4401B43JY
 CPU        Apple       Quadra 610        MacOS 7.5      FC3461AQ1CJ
 CPU        Apple       Quadra 610        MacOS 7.5      FC3450881CJ
 CPU        Apple       Quadra 610        MacOS 7.5      XB4169EM1Y6
 CPU        Apple       Quadra 610        MacOS 7.5      XB41409MIJ8
 CPU        Apple       Quadra 610        MacOS 7.?      FC3450911CJ
 CPU        Apple       Quadra 610        MacOS 7.?      FC3440361CJ
 CPU        Apple       Quadra 630        MacOS 7.5      XB43905R3JY
 CPU        Apple       Quadra 630        MacOS 7.5      XB44029F3JY
 CPU        Apple       Quadra 630        MacOS 7.5      XB44001BY3JY
 CPU        Apple       Quadra 630        MacOS 7.5      XB4401B43JY
 CPU        Apple       Quadra 630        MacOS 7.5      XB44025WJY
 CPU        Apple       Quadra 630        MacOS 7.5      XB43907BJY
 CPU        Apple       Quadra 650        MacOS 7.5.1    FC416HCW209
 CPU        Apple       Quadra 660 AV     Mac OS 7.1     xb345c4ucd9
 CPU        Apple       Quadra 660 AV     MacOS 7.?      XB3473FVCD9
 CPU        Apple       Quadra 700        MacOS 7.5.1    F1250EMD718
 CPU        Apple       Quadra 840 AV     MacOS 7.?      XB349J4W13X
 CPU        Apple       Quadra 840AV      Mac OS 7.5.1   XB349HUU13X
 CPU        Apple       Quadra 950        MacOS 7.5      F3250P04672
 CPU        Ascentia    P-Series          Windows 95
 CPU        Compaq      486 Gsi           Windows 3.11   DYD486GSI
 CPU        Compaq      ProLinea 4/25s    Win 3.11       6412HE231361
 CPU        Compaq      Prolinea Mt       Windows 3.11
 CPU        Compaq      Prosigna VS       Windows NT     6413HHU30649
 CPU        Compaq      Prosignia AV      Windows 95     6413HHU30649
 CPU        Dell        OptiPlex XMT590   Win 3.11       595CJ
 CPU        Digital     DECpcXL590        Win            KA439EHNK7
 CPU        Digital     DECpcXL590        Win NT 3.51    KA426ARSB6
 CPU        Digital     DECpcXL590        Windows NT     KA426ARSB7
 CPU        Digital     DECpcXL590        Windows NT     KA426ARSB8
 CPU        Digital     DECpcXL590        WinNT 3.5      KA443HENB5
 CPU        Digital     DECpcXLS590       Win 95         KA439EHNK6
 CPU        Gateway     2000 P5-75        Windows 3.11
 CPU        Gateway     20004DX-33V       Win            1316490
 CPU        Gateway     20004dx2-66       Windows 3.11   1143036
 CPU        Gateway     20004DX2-66V      Win 3.11       1143037
 CPU        Gateway     20004DX2-66V      Win 3.11       143034
 CPU        Gateway     20004DX2-66V      Win 3.11       1143035
 CPU        Gateway     20004DX2-66V      Win 3.11       1143036
 CPU        Gateway     20004DX2-66V      Win Work 3.1   2851680
 CPU        Gateway     486 DX2-66        Win
 CPU        Gateway     P5-100            Windows 95     5451232
 CPU        Gateway     486               Windows 95
 CPU        Grid        MFP II            Windows 3.1    027096
 CPU        HP          HP9000
 CPU        IBM         ThinkPad 750c     Windows        78D2639
 CPU        NCR         NCR System 3333   Windows 95     1525934610
 CPU        Sun         Sparc 20          Solaris 2.4    526F01WW
 CPU        Sun         Sparc 20          X-Win          526F01W1
 CPU        Sun         Sparc LX          X-Win          432F2973
 CPU        Sun         Sparc LX          X-Win          18945076A
 CPU        Toshiba     laptop            Windows 95     9652207
 CPU        Toshiba     T4850CT           WFW3.11        02520668
                                Page 10 of 94

                                         RFP-97-024
 CPU        WYSE        486 GSI           OS/2           76I54200174
 CPU        WYSE        486 GSI           OS/2           791592004790
 CPU        WYSE        486 GSI           OS/2           79159200190
 CPU        WYSE        486 GSI           Win 95         76I592000183
 CPU        WYSE        486 GSI           Win 95         76I592000186
 CPU        WYSE        486 GSI           Win 95         76I592000191
 Fax Mach   Xerox       7041                             X0368
 Hub        Asante      1012              SNMP           94403E63
 Hub        Asante      10T Hub           SNMP           41480185
 Hub        Asante      10T Hub/8         SNMP           739M068
 Hub        Asante      10T Hub/8         SNMP           A0328598
 Hub        Asante      10T Hub/8         SNMP           515D1956
 Hub        Asante      Hub 1012          SNMP           9444438D
 Hub        Asante      Hub 1012          SMNP           944037C2
 Hub        Asante      Hub 1012          SNMP           944035F6
 Hub        Asante      Hub 1012          SNMP           94403C27
 Hub        Asante      Hub 1012          SNMP           94403C44
 Hub        Asante      Hub 1012          SNMP           94403612
 Hub        Asante      Hub 1012          SNMP           94403B7C
 Hub        Asante      Hub 1012          SNMP           94403B81
 Hub        Astante     10T Hub/8         SNMP           434M0307
 Hub        Centrecom   MR820TR           SNMP           G0BL5241B
 Monitor                                                 4920464DB
 Monitor                                                 H3NG206573
 Monitor                                                 7347529
 Monitor                                                 SG6443Z435J
 Monitor                                                 CY5107M61S2
 Monitor                                                 3GK16636C
 Monitor                                                 SG2392DLE04
 Monitor                                                 S12505XKE04
 Monitor                                                 2YK05772H
 Monitor                                                 28N23656C
 Monitor                                                 1020026
 Monitor                                                 S43430SDD07
 Monitor                                                 S43410FXD07
 Monitor                                                 S14373B01XX
 Monitor                                                 34005277K927
 Monitor                                                 4920458DB
 Monitor                                                 CY60703F5X5
 Monitor                                                 SG2892DKE04
 Monitor                                                 SG3422TB0BJ
 Monitor                                                 S12141J9D07
 Monitor                                                 CJ43412L39X
 Monitor                                                 S43311F2D07
 Monitor                                                 S14521LQ1XX
 Monitor                                                 2YK05919H
 Monitor                                                 SG239KWQE04
 Monitor                                                 26H1410118
 Monitor                                                 SG342K6H0BJ
 Monitor                                                 CY55055W5X5
 Monitor                                                 S4321Q1D07
 Monitor                                                 SG5509DT35J
 Monitor                                                 CJ5269HR39X
 Monitor                                                 S54044NCE04
 Monitor                                                 CJ43633Q39X
 Monitor                                                 SG232040E04
                                Page 11 of 94

                                         RFP-97-024
 Monitor                                                 SG232H6SE04
 Monitor                                                 SG232H6VE04
 Monitor                                                 CJ4362Z339X
 Monitor                                                 3X0072DB
 Monitor                                                 H3NG206579
 Monitor                                                 H3NG206578
 Monitor                                                 S1326BMLE04
 Monitor                                                 H3NG206580
 Monitor                                                 26H14101275
 Monitor                                                 SG3421CF50BJ
 Monitor                                                 26H1440084
 Monitor                                                 SG232042E04
 Monitor                                                 2YK05801H
 Monitor                                                 H1EC600958
 Monitor                                                 S54044NHE04
 Monitor                                                 SG23948WE04
 Monitor                                                 340052770045
 Monitor                                                 4720541DB
 Monitor                                                 26H14101351
 Monitor                                                 CJ43632839X
 Monitor                                                 S14488E71XX
 Monitor                                                 S13127KLE04
 Monitor                                                 5500233DA
 Monitor                                                 S15132NN1XX
 Monitor                                                 S13379W5E04
 Monitor                                                 7106619
 Monitor                                                 CJ5248WS39X
 Monitor                                                 CJ5248T39X
 Monitor                                                 CJ5286JN39X
 Monitor                                                 S12221BQD07
 Monitor                                                 S1127KME04
 Monitor                                                 2YK05922H
 Monitor                                                 S43261Q1D07
 Monitor                                                 CJ6043AH39X
 Monitor                                                 3X02807DB
 Monitor                                                 S14270YY1XX
 Monitor                                                 S424302KD07
 Monitor                                                 CY5107M61S2
 Monitor                                                 S43182DLD07
 Monitor                                                 SG342K6H0BJ
 Monitor                                                 CJ43633G39X
 Monitor                                                 41208816C
 Monitor                                                 S152309H1XX
 Monitor                                                 S152309L1XX
 Monitor                                                 S144837B1XX
 Monitor                                                 41142601A187
 Monitor                                                 CJ43414F39X
 Monitor                                                 HK00270
 Monitor                                                 3651151-01
 Monitor                                                 H3NG300024
 Monitor                                                 H3NG300025
 Monitor                                                 H3NG301876
 Monitor                                                 CY623QF75X5
 Monitor                                                 SG6443Z435
 Monitor                                                 MAL192539
 Monitor                                                 CNFL64779077
                                Page 12 of 94

                                         RFP-97-024
 Monitor                                                 SG6504E4358J
 NetworkHub Asante      10THub/12         SNMP           611D1198
 NetworkHub Asante      10T Hub/8         SNMP           617D0202
 Printer    Epson       Styluspro                        Xl2E20006518
 Printer    HP          Deskjet 870cxi                   US6C4110H
 Printer    HP          Laser Jet 4m                     JPBG091265
 Printer    HP          Laser Jet 4m                     JPBG091271
 Printer    HP          Laserjet 4m                      JPBG091410
 Printer    HP          Laserjet 4m                      19029
 Printer    HP          Laserjet I                       ii11929
 Printer    HP          Laserjet 4si                     USDB338866
 Printer    HP          Laser Jet 4m                     JPBJ037251
 Printer    Mac         Laserwriter2                     CA227WKR
 TapeDrive  Valitek     PST4+                            420358
 TapeDrive  Valitek     PST4+                            420359
     G.9   GOVERNMENT PROPERTY ADMINISTRATOR
           (ED 306-6) (DEC 1986)
 The contracting officer shall serve as the contract property
 administrator.  This responsibility will include arrangement of
 disposition on contract termination or expiration under FAR Part 45.
 The contractor shall furnish all required information on property to
 this officer.
                                Page 13 of 94

                                         RFP-97-024
                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   DUAL COMPENSATION
           (ED 307-3) (MAR 1985)
 If a project staff member, subcontractor, or consultant is involved in
two or more projects, at least one of which is supported by Federal
funds, he/she may not be compensated for more than 100 percent of
his/her time during any part of the period of dual involvement.  That
is, an individual is prohibited from receiving double payment for any
                                Page 14 of 94

                                         RFP-97-024
given period of work.
     H.5   PAYMENT OF TRAVEL EXPENSES AND FEES FOR ED EMPLOYEES
           (ED 307-5) (MAR 1985)
 The Contractor shall not use any contract funds, or funds from other
sources, to pay the travel expenses of, or a fee to, ED employees for
lectures, attending program functions, or any other activities in
connection with this contract.
     H.6   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
    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.7   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
                                Page 15 of 94

                                         RFP-97-024
    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
              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.8   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
                                Page 16 of 94

                                         RFP-97-024
    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
    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.
                                Page 17 of 94

                                         RFP-97-024
         (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
    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
                                Page 18 of 94

                                         RFP-97-024
    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
    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)
                                Page 19 of 94

                                         RFP-97-024
     H.9   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
    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
                                Page 20 of 94

                                         RFP-97-024
    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.
    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.10  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
    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
                                Page 21 of 94

                                         RFP-97-024
    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.11  AUTOMATED DATA PROCESSING (ADP)
           SYSTEM SECURITY REQUIREMENTS
           (ED 307-13) (MARCH 1995)
     The Contractor and its subcontractors shall comply with the ADP System
    Security requirements set forth in:
         A.  The Statement of Work of this contract;
         B.  The Privacy Act of 1974 (P.L. 93-579, U.S.C. 552a); and
         C.  The U.S. Department of Education, Information Technology Security
    Manual, Handbook Number 6; including --
     Contractors may also consider the use of the Department's Contractor
    Self-Certification Program (CSCP) for Personnel with Low Risk ADP- Related
    Responsibilities. This program is applicable only to those employees whose
    duties have been designated as "Low Risk" by the government and is designed
    to allow a contractor to "self-certify" the trustworthiness of its
    employees, in lieu of the government- required investigative process. More
    detailed information about the CSCP is set forth in the handbook entitled,
    "Information Technology Security Program" Contractor Self-Certification
    Program for Personnel with Low Risk ADP-Related Responsibilities."
     The Contractors may arrange to review copies of the above referenced
    documents by contacting the Contract Specialist at telephone number (202)
    708-8572.
     The Contractor shall include this provision in any subcontract(s) awarded
    pursuant to this contract.
    H.12  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
                                Page 22 of 94

                                         RFP-97-024
    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).
     H.13  CONTINUITY OF SERVICES
           (FAR 52.237-3) (JANUARY 1991)
    (a)  The Contractor recognizes that the services under this contract
    are vital to the Government and must be continued without
    interruption and that, upon contract expiration, a successor, either
    the Government or another Contractor, may continue them.  The
    Contractor agrees to (1) furnish phase-in training and (2) exercise
    its best effort and cooperation to effect an orderly and efficient
    transition to a successor.
    (b)  The Contractor shall, upon the Contracting Officer's written
    notice, (1) furnish phase-in, phase-out services for up to 90 days
    after this contract expires and (2) negotiate in good faith a plan
    with a successor to determine the nature and extent of phase-in and
    phase-out service required.  The plan shall specify a training
    program and a date for transferring responsibilities for each
    division of work described in the plan, and shall be subject to the
    Contracting Officer's approval.  The Contractor shall provide
    sufficient experienced personnel during the phase-in, phase-out
    period to ensure that the services called for by this contract are
    maintained at the required level of proficiency.
    (c)  The Contractor shall allow as many personnel as practicable to
    remain on the job to help the successor maintain the continuity and
    consistency of the services required by this contract.  The
    Contractor also shall disclose necessary personnel records and allow
    the successor to conduct onsite interviews with these employees.  If
    selected employees are agreeable to the change, the Contractor shall
    release them at a mutually agreeable date and negotiate transfer of
    their earned fringe benefits to the successor.
    (d)  The Contractor shall be reimbursed for all reasonable phase-in,
    phase-out costs (i.e., costs incurred within the agreed period after
    contract expiration that results from phase-in, phase-out
    operations) and a fee (profit) not to exceed a pro rata portion of
    the fee (profit) under this contract.
                                Page 23 of 94

                                         RFP-97-024
    H.14  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 60 days 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 60 months.
                                        Beginning        End
   First Optional Year                  l2 month         24 month
   Second Optional Year                 25 month         36 month
   Third Optional Year                  37 month         48 month
   Fourth Optional Year                 49 month         60 month
                                Page 24 of 94

                                         RFP-97-024
                   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 COST-PLUS-FIXED-FEE CONTRACT
           (MATRIX-A) (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 (SEPT 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)
      52.204-4       Printing/Copying Double-Sided on Recycled
                     (JUN 1996)
      52.203-10      Price or Fee Adjustment for Illegal or
                     Improper Activity (JAN 1997)
      52.203-12      Limitation on Payments to Influence Certain
                     Federal Transactions (JAN 1990)
      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 25 of 94

                                         RFP-97-024
  (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
                     (SEPT 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
                     (SEPT 1987)
  (The following clauses shall apply to Contracts when Cost and
   Pricing Data is required or to which cost determinations will be
   subject to FAR subpart 31.2, Commerical Organizations.
      52.215-39      Reversion of Adjustment of Plans for
                     Postretirement Benefits Other than
                     Pensions (PRB) (FEB 1995)
      52.215-40      Notification of Ownership Changes
                     (FEB 1995)
      52.216-7       Allowable Cost and Payment (FEB 1997)
      52.216-8       Fixed Fee (FEB 1997)
      52.219-8       Utilization of Small, Small Disadvantaged &
                     Women-Owned Small Business Concerns
                     (FEB 1997)
 (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
                                Page 26 of 94

                                         RFP-97-024
                     Businesses (AUG 1986)
      52.219-14      Limitation on Subcontracting (DEC 1996)
  (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 apply to all cost reimbursement
   contracts in excess of $100,000.)
      52.222-2       Payment of Overtime Premiums (JUL 1990)
  (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 two 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)
                                Page 27 of 94

                                         RFP-97-024
      52.222-42      Statement of Equivalent Rates for Federal Hires
                     (MAY 1989)
  (Note:  List of equivalent rates, if applicable, will be given in
          attachment.)
      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.)
  (The following clause applies except for construction and
   architect-engineer services or unless otherwise formally waived
   by the federal contract office.)
      52.228-7       Insurance-Liability to Third Persons (APR 1984)
      52.232-9       Limitation on Withholding of Payments (APR 1984)
      52.232-17      Interest (JUN 1996)
      52.232-20      Limitation of Cost (APR 1984)
                                Page 28 of 94

                                         RFP-97-024
                     (Applicable if contract is fully funded.)
      52.232-22      Limitation of Funds (APR 1984)
                     (Applicable if contract is incrementally funded.)
      52.232-23      Assignment of Claims (JAN 1986)
      52.233-1       Disputes (OCT 1995)
      52.233-3       Protest After Award (OCT 1995)
      52.242-1       Notice of Intent to Disallow Costs (AUG 1987)
      52.242-13      Bankruptcy (JUL 1995)
      52.243-2       Changes - Cost-Reimbursement (AUG 1987)
                     Alternate V (APR 1984)
      52.244-2       Subcontracts Under Cost-Reimbursement
                     and Letter Contracts (FEB 1997)
      52.244-5       Competition in Subcontracting (DEC 1996)
      52.245-5       Government Property (Cost-Reimbursement,
                     Time-and-Material, or Labor-Hour Contract)
                     (DEC 1992)
  (The following clause shall apply to contracts for services.)
      52.246-5       Inspection of Services - Cost Reimbursement
                     (APR 1984)
      52.246-25      Limitation of Liability - Services (FEB 1997)
  (The following clause shall apply to Research and Development
   contracts.)
      52.246-8       Inspection of Research and Development
                     - Cost Reimbursement (APR 1984)
      52.246-23      Limitation of Liabilities for Supplies (FEB 1997)
  (The following clause shall apply if designated.)
      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)
      52.249-6       Termination (Cost-Reimbursement) (SEP 1996)
      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 29 of 94

                                         RFP-97-024
     I.2.2    DEPARTMENT OF EDUCATION ACQUISTION 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)
      3452.228-70    Required Insurance (AUGUST 1987)
      3452.237-71    Services of Consultants (AUGUST 1987)
      3452.242-70    Litigation and Claims (AUGUST 1987)
      3452.242-71    Notice to the Government of Delays (AUGUST 1987)
      3452.242-72    Withholding of Contract Payments (AUGUST 1987)
      3452.242-73    Accessibility of Meetings, Conferences, and Seminars
                     to Persons with Disabilities (AUGUST 1987)
      3452.243-70    Key Personnel (AUGUST 1987)
      3452.247-70    Foreign Travel (AUGUST 1987)
     I.3   CLAUSES FOR A COST REIMBURSEMENT CONTRACT
           WITH NONPROFIT, BUT OTHER THAN
           EDUCATIONAL, INSTITUTION
           (MATRIX-B) (FEB 1997)
    I.3.1    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 (SEPT 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)
      52.203-10      Price or Fee Adjustment for Illegal or
                     Improper Activity (JAN 1997)
      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)
                                Page 30 of 94

                                         RFP-97-024
      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)
      52.242-15      Stop Work Order (APR 1984)
      52.247-63      Preference for U.S.-Flag Air Carriers
                     (JAN 1997)
  (The following clauses shall apply when prescribed under FAR subpart
   15.812-2(a).  The alternate provision shall additionally apply when
   prescribed under 15.812-2(b).)
      52.215-2       Audit and Records--Negotiation (AUG 1996)
  (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
                     (SEPT 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
                    (SEPT 1987)
  (The following clauses shall 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
                                Page 31 of 94

                                         RFP-97-024
                   Postretirement Benefits Other Than Pensions
                   (PRB) (JUL 1991)
      52.216-7     Allowable Cost and Payment (FEB 1997)
      52.216-8     Fixed Fee (FEB 1997)
      52.219-8     Utilization of Small, Small Disadvantaged &
                   Women-Owned Small Business Concerns
                   (OCT 1995)
  (The following clauses shall apply as prescribed under FAR subpart
   19.708(b), including exemption of application to 8(a) and other
   small businesses.)
      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)
  (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 applies to all Cost Reimbursement contracts
   in excess of $100,000, except Cost-Plus-Incentive-Fee contracts.)
      52.222-2       Payment for Overtime Premiums (JUL 1990)
                     (Insert "$100 a month" in Paragraph (a).)
  (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)
                                Page 32 of 94

                                         RFP-97-024
      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)
      52.223-2       Clean Air and Water (Over $100,000)
                     (APR 1984)
  (The following clauses shall apply to (a) any contract awarded on
   or after 3/18/89 to an individual -- ie., a contractor having no
   more than one employee including the contractor -- or (b) any
   contract of $25,000 or more, to be awarded on or after 3/18/89,
   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 1994)
  (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.)
  (The following clause applies except for construction and
   architect-engineer services or unless otherwise formally waived
   by the federal contract office.)
      52.228-7       Insurance-Liability to Third Persons
                                Page 33 of 94

                                         RFP-97-024
                     (APR 1984)
      52.232-9       Limitation on Withholding of Payments
                     (APR 1984)
      52.232-17      Interest (JUN 1996)
      52.232-20      Limitation of Cost (APR 1984)
                     (Applicable if contract is fully funded.)
      52.232-22      Limitation of Funds (APR 1984)
                     (Applicable if contract is incrementally
                     funded.)
      52.232-23      Assignment of Claims (JAN 1986)
      52.233-1       Disputes (OCT 1995)
      52.233-3       Protest After Award (OCT 1995)
      52.242-1       Notice of Intent to Disallow Costs (APR 1984)
      52.242-13      Bankruptcy (JUL 1995)
                     (Applicable for all solicitations and
                     contracts).
      52.243-2       Changes - Cost-Reimbursement (AUG 1987) -
                     Alternate V (APR 1984)
      52.244-2       Subcontracts Under Cost-Reimbursement and
                     Letter Contracts (FEB 1997)
      52.244-5       Competition in Subcontracting (DEC 1996)
      52.245-5       Government Property (Cost-Reimbursement, Time-
                     and-Material, or Labor-Hour Contract) (APR
                     1984) - Alternate I (APR 1984)
      52.246-5       Inspection of Service-Cost Reimbursement
                     (APR 1984)
      52.246-23      Limitation of Liabilities for Supplies (FEB 1997)
  (The following clause shall apply if designated.)
      52.246-25      Limitation of Liability (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)
  (As prescribed in FAR 49.502(d), the following clause shall only
   apply to contracts for research and development work on no-fee
   bases.)
     52.249-5       Termination for Convenience of the Government
                    (Education and Other Nonprofit Institutions)
                    (SEP 1996)
  (As prescribed in FAR 49.503(a)(1), the following clause shall
   apply to all contracts except for research and development work on
   a no-fee basis.)
     52.249-6        Termination (Cost-Reimbursement) (SEP 1996)
     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 34 of 94

                                         RFP-97-024
    I.3.2    DEPARTMENT OF EDUCATIONAL 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)
  (The following clause shall apply to contracts with nonprofit organizations
 other than educational institutions, hospitals, or organizations listed in
 Attachment C to OMB Circular No. A-122.)
      3452.216-70    Additional Cost Principles (AUGUST 1987)
  (The following clause shall apply to contracts with organizations that have
 fixed indirect cost rates with carryforward adjustments approved by the
 Government agency responsible for negotiating the organization's indirect
 cost rates.)
      3452.216-71    Negotiated Overhead Rates - Fixed (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)
      3452.228-70    Required Insurance (AUGUST 1987)
  (The following clause shall apply to hospitals and State and local
 governments only.)
      3452.232-70    Prohibition Against the Use of ED Funds to Influence
                     Legislation or Appropriations (AUGUST 1987)
      3452.237-71    Services of Consultants (AUGUST 1987)
      3452.242-70    Litigation and Claims (AUGUST 1987)
      3452.242-71    Notice to the Government of Delays (AUGUST 1987)
      3452.242-72    Withholding of Contract Payments (AUGUST 1987)
      3452.242-73    Accessibility of Meetings, Conferences, and Seminars
                     to Persons with Disabilities (AUGUST 1987)
      3452.243-70    Key Personnel (AUGUST 1987)
      3452.247-70    Foreign Travel (AUGUST 1987)
     I.4   CLAUSES FOR A COST-REIMBURSEMENT CONTRACT
           WITH AN EDUCATIONAL INSTITUTION
           (MATRIX-E) (FEB 1997)
    I.4.1    FEDERAL ACQUISITION REGULATION
             (48 CFR CHAPTER 1) CLAUSES
         FAR
      Clause No.     Title and Date
      52.203-7       Anti-Kickback Procedures (JUL 1995)
                                Page 35 of 94

                                         RFP-97-024
  (The following clauses shall apply to all contracts except Research
   and Development.)
      52.203-6       Restrictions on Subcontractor Sales to the
                     Government (JUL 1995)
      52.203-10      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)
      52.203-10      Price or Fee Adjustment for Illegal or
                     Improper Activity (JAN 1997)
      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)
  (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)
      52.230-5       Cost Accounting Standards - Educational
                     Institution (APR 1996)
   (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 clauses 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)
                                Page 36 of 94

                                         RFP-97-024
 (The following clause shall apply to (1) Contracts when Cost and
  Pricing Data is required and (2) cost determinations subject to
  subpart 31.2, Commercial Organizations).
      52.215-39      Reversion or Adjustment of Plans for
                     Postretirement Benefits Other than
                     Pensions (PRB) (JUL 1991)
  (The words "Subpart 31.3" are substituted for "Subpart 31.2" under
   paragraph (a) of the following clause.)
      52.216-7       Allowable Cost and Payment (FEB 1997)
      52.216-8       Fixed Fee (FEB 1997)
      52.219-8       Utilization of Small, Small Disadvantaged &
                     Women-Owned Small Business Concerns
                     (FEB 1997)
      52.216-11      Cost Contract - No Fee (APR 1984)
  (The following clauses shall apply when predetermined rates are
   used.)
      52.216-15      Predetermined Indirect Cost Rates (APR 1984)
      52.219-8       Utilization of Small, Small Disadvantaged &
                     Women-Owned Small Business Concerns
                     (AUG 1996)
  (The following clauses shall apply as prescribed under FAR subpart
   19.708(b), including exemption of application to 8(a) and other
   small businesses.)
      52.219-9       Small, Small Disadvantaged & Women-Owned Small
                     Business Subcontracting Plan (AUG 1996)
      52.219-13      Utilization of Women-Owned Small Businesses
                     (AUG 1996)
  (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 apply to all cost reimbursement contracts
   in excess of $100,000, except Cost-Plus-Incentive-Fee contracts.)
      52.222-2       Payment for Overtime Premiums (JUL 1990)
                     (Insert "$100 a month" in Paragraph (a).)
  (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
                                Page 37 of 94

                                         RFP-97-024
   subpart 22.305.)
      52.222-4       Contract Work Hours and Safety Standards Act--
                     Overtime Compensation (JUL 1995)
  (The following clause 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.)
      52.223-2       Clean Air and Water (Over $100,000)
                     (APR 1984)
  (The following clause 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.)
                                Page 38 of 94

                                         RFP-97-024
      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.)
 FP
  (The following clause applies except for construction and
   architect-engineer services or unless otherwise formally
   waived by the federal contract office.)
      52.228-7       Insurance-Liability to Third Persons
                     (APR 1984)
      52.232-9       Limitation on Withholding of Payments
                     (APR 1984)
      52.232-20      Limitation of Cost (APR 1984)
                     (Applicable if contract is fully funded.)
      52.232-22      Limitation of Funds (APR 1984)
                     (Applicable if contract is incrementally funded.)
      52.232-23      Assignment of Claims (JAN 1986)
      52.233-1       Disputes (OCT 1995)
      52.233-3       Protest After Award (OCT 1995)
      52.242-1       Notice of Intent to Disallow Costs (APR 1984)
      52.242-13      Bankruptcy (JUL 1995)
                     (Applicable for all solicitations and contracts)
      52.243-2       Changes - Cost-Reimbursement (AUG 1987) -
                     Alternate V (APR 1984)
      52.244-2       Subcontracts Under Cost-Reimbursement and
                     Letter Contracts (FEB 1997)
      52.244-5       Competition in Subcontracting (DEC 1996)
      52.245-5       Government Property (Cost-Reimbursement,
                     Time-and-Material, or Labor-Hour Contract)
                     (DEC 1992) - Alternate I (DEC 1992)
      52.246-8       Inspection of Research and Development
                     - Cost Reimbursement (APR 1984)
      52.246-23      Limitation of Liabilities for Supplies (FEB 1997)
                                Page 39 of 94

                                         RFP-97-024
  (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)
  (As prescribed in FAR 49.502(d), the following clause shall only
   apply to contracts for research and development work on no-fee bases.)
      52.249-5       Termination for Convenience of the Government
                     (Education and Other Nonprofit Institutions)
                     (SEP 1996)
  (As prescribed in FAR 49.503(a)(1), the following clause shall
   apply to all contracts except for research and development work
   on a no-fee basis.)
      52.249-6       Termination (Cost-Reimbursement) (SEP 1996)
      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 40 of 94

                                         RFP-97-024
     I.4.2    DEPARTMENT OF EDUCATION ACQUISITION REGULATION (EDAR)
              (48 CFR CHAPTER 34) CLAUSES
        EDAR
      Clause No.     Title and Date
      3452.202-1     Definitions (AUGUST 1987)
      3452.207-70    Printing (AUGUST 1987)
  (The following clause shall apply to contracts with organizations that have
 fixed indirect cost rates with carryforward adjustments approved by the
 Government agency responsible for negotiating the organization's indirect
 cost rates.)
      3452.216-71    Negotiated Overhead Rates - Fixed (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)
      3452.228-70    Required Insurance (AUGUST 1987)
      3452.232-70    Prohibition Against the Use of ED Funds to Influence
                     Legislation or Appropriations (AUGUST 1987)
      3452.237-71    Services of Consultants (AUGUST 1987)
      3452.242-70    Litigation and Claims (AUGUST 1987)
      3452.242-71    Notice to the Government of Delays (AUGUST 1987)
      3452.242-72    Withholding of Contract Payments (AUGUST 1987)
      3452.242-73    Accessibility of Meetings, Conferences, and Seminars to
                     Persons with Disabilites (AUGUST 1987)
      3452.243-70    Key Personnel (AUGUST 1987)
      3452.247-70    Foreign Travel (AUGUST 1987)
                                Page 41 of 94

                                         RFP-97-024
               PART III - LIST OF DOCUMENTS, EXHIBITS
                     AND OTHER ATTACHMENTS
               SECTION J -- LIST OF ATTACHMENTS
     J.1  LIST OF ATTACHMENTS
          (ED 309-1) (MARCH 1985)
                                               Included      In
 Identifier     Description         Pages        By Ref      Attach.
     A       Statement of Work       48                        X
     B       Past Performance Forms   7                       X
                                Page 42 of 94

                                         RFP-97-024
                        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   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.
                             (End of provision)
                                Page 43 of 94

                                         RFP-97-024
    K.3   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.4   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
    time periods) it will--
          (1)  Obtain identical certifications from proposed
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                                         RFP-97-024
               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.5   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.
    "Individual" means an offeror/contractor that has no more than
    one employee including the offeror/contractor.
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                                         RFP-97-024
         (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:
         (i) Taking appropriate personnel action against such employee,
    up to and including termination; or
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                                         RFP-97-024
         (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.6   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*** _______________________________________________
  *Identify the proposal, quotation, request for price adjustment, or
other submission involved, giving the appropriate identifying number
(e.g., RFP No.).
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                                         RFP-97-024
 **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.7   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.8   EMPLOYER'S IDENTIFICATION NUMBER
          (ED 310-7) (MARCH 1985)
 The offeror's Internal Revenue Service "Employer's Identification
Number" is _______________________________.
     K.9   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.
         (5)  Chief executive officer/key manager.
         (6)  Date the company was started.
         (7)  Number of people employed by the company.
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                                         RFP-97-024
         (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.10  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.11  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.12  APPROVAL OF ACCOUNTING SYSTEM
          (ED 310-9) (MARCH 1985)
 The offeror [_] does, [_] does not, have an approved accounting system
for purposes of cost reimbursement under this requirement.  If so,
specify the approving government audit agency or office and the date of
approval.
 ____________________________________________________________________
 ____________________________________________________________________
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                                         RFP-97-024
 ____________________________________________________________________
 Date: ______________________________________________________________
     K.13  CERTIFICATION FOR INTENDED COMPLIANCE WITH
           "LIMITATION OF COST" CLAUSE
           (ED 310-15) (APRIL 1984)
  The offeror certifies by submission of offer hereunder for
understanding of and full intent to comply with the clause titled
"Limitation of Cost", or "Limitation of Funds" clause in the case of
incremental funding.
    K.14  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.
  (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
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                                         RFP-97-024
            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: ___________________________________
   (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                   ___________         ________
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                                         RFP-97-024
           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?
            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 __________
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                                         RFP-97-024
        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.15  SMALL BUSINESS PROGRAM REPRESENTATIONS
           (FAR 52.219-1) (JAN 1997)
         (a)(1)  The standard industrial classification (SIC) code for
    this acquisition is 8732.
            (2)  The small business size standard is $5.0.
            (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
                                Page 53 of 94

                                         RFP-97-024
    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
    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
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                                         RFP-97-024
                     suspension and debarment; and
              (iii)  Be ineligible for participation in programs
                     conducted under the authority of the Act.
     K.16  EQUAL LOW BIDS
           (FAR 52.219-2) (OCT 1995)
         (a)  This provision applies to small business conerns only.
         (b)  The bidder status as a labor surplus area (LSA) concern
         may affect entitlement to award in case of tie bids. If the
         bidder wishes to be considered for this priority, the bidder
         must identify, below, the LSA in which the costs to be incurred
         on account of manufacturing or production (by the bidder or the
         first-tier subcontractors) amount to more than 50 percent of
         contract price.
         _____________________________________________________________
         _____________________________________________________________
         (c) Failure to identify the labor surplus areas as specified
         above preclude the bidder from receiving priority consid-
         eration.  If the bidder is awarded a contract as a result
         of receiving priority consideration under this provision
         and would not have otherwise received award, the bidder
         shall perform the contract or cause the contract to be
         performed in accordance with the obligations of an LSA
         concern.
     K.17  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.
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                                         RFP-97-024
     K.18  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.19  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;
      |_| (v) The facility is not located within any State of the United
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                                         RFP-97-024
    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.20  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.21  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
     officers; directors; owners; partners; and, persons having primary
     management or supervisory responsibilities within a business
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                                         RFP-97-024
     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.22  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
    provision, means the number required by the IRS to be used by the
    offeror in reporting income tax and other returns.
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                                         RFP-97-024
      (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.23  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
 contract awards exceeding $100,000 in value and shall only cover
 activities occurring from December 23, 1989 on.)
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                                         RFP-97-024
      (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.24  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
    --
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                                         RFP-97-024
         (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
    Letter 89-1.
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                                         RFP-97-024
      (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.25  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
    someone acting for the Contractor has engaged in conduct
    constituting an offense punishable under subsections 27(e)(l) of the
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                                         RFP-97-024
    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.26  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.27  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
  computer software, or identify which of the data qualifies as
  limited rights data or restricted computer software.  Any
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                                         RFP-97-024
  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.28  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.29   COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION
           (52.230-1) (APR 1996)
         NOTE:  This notice does not apply to small businesses or
    foreign governments.  This notice is in three parts, identified by
    Roman numerals I through III.
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                                         RFP-97-024
         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
    Acquisition Regulation.)
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                                         RFP-97-024
    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
    exceeded the monetary exemption for disclosure, as defined in (3) of
    this subsection, in the cost accounting period immediately preceding
                                Page 66 of 94

                                         RFP-97-024
    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
    established cost accounting practices affecting existing contracts
    and subcontracts.
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                                         RFP-97-024
    ___ 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:
         __________________________________________________
         __________________________________________________
         __________________________________________________
         __________________________________________________
                                Page 68 of 94

                                         RFP-97-024
          SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES
                             TO OFFERORS
    L.1   TYPE OF CONTRACT
          (ED 311-1) (MARCH 1986)
  The Government contemplates award of a  Cost Reimbursement
  type contract from this solicitation.
     L.2   AVAILABILITY OF THE FEDERAL ADP AND
           TELECOMMUNICATIONS STANDARDS INDEX
           (APRIL 1989)
 Copies of the "Federal ADP and Telecommunications Standards Index" may
 be obtained by submitting a written request to the Superintendent of
 Documents; U.S. Government Printing Office; Washington, D.C. 20402.
     L.3   PRIVACY AND SECURITY SAFEGUARDS
           FAR 239-1 (AUG 1996)
         (a)  The details of any safeguards the contractor may design or
    develop under this contract are the property of the Government and
    shall not be published or disclosed in any manner without the
    contracting officer's express written consent.
         (b)  The details of any safeguards that may be revealed to the
    contractor by the Government in the course of performance under this
    contract shall not be published or disclosed in any manner without
    the contracting officer's express written consent.
         (c)  The Government shall be afforded full, free, and
    uninhibited access to all facilities, installations, technical
    capabilities, operations, documentation, records, and data bases for
    the purpose of carrying out a program of inspection to ensure
    continued efficacy and efficiency of safeguards against threats and
    hazards to data security, integrity, and confidentiality.
         (d)  If new or unanticipated threats or hazards are discovered
    by either the Government or the contractor, or if existing
    safeguards have ceased to function, the discoverer shall immediately
    bring the situation to the attention of the other party.  Mutual
    agreement shall then be reached on changes or corrections to
    existing safeguards or institution of new safeguards, with final
    determination of appropriateness being made by the Government.  The
    Government's liability is limited to an equitable adjustment of cost
    for such changes or corrections, and the Government shall not be
    liable for claims of loss of business, damage to reputation, or
    damages of any other kind arising from discovery of new or
    unanticipated threats or hazards, or any pubilic or private
    disclosure thereof.
                                Page 69 of 94

                                         RFP-97-024
                            (End of Clause)
    L.4   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
       Application Control Center
       GSA Building, Room 3633 (Mail Stop 4725)
       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 the Application Control Center (ACC) at
 708-8493.  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.
                                Page 70 of 94

                                         RFP-97-024
  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.
  To assist you in the preparation of your proposal, the Government
 estimates the effort to perform this contract to be as stated below.
 These numbers are furnished for the offeror's information only and are
 not considered restrictive for proposal purposes.
         Labor Category                       Staff Hours
  1.     Professional
  2.     Staff Support
    L.5   TECHNICAL PROPOSAL INSTRUCTIONS
          (ED 311-3) (MARCH 1986)
  Proposals which merely offer to conduct a program in accordance
  with the requirements of the Government's scope of work will not
  be eligible for award.  You must submit an explanation of the
  proposed technical approach in conjunction with the tasks to be
  performed in achieving the project objectives.
  A detailed work plan must be submitted indicating how each aspect
  of the statement of work is to be accomplished.  Your technical
  approach should be in as much detail as you consider necessary to
  fully explain your proposed technical approach or method.  The
  technical proposal should reflect a clear understanding of the
  nature of the work being undertaken.
  The technical proposal must include information on how the project
  is to be organized, staffed, and managed.  Information should be
  provided which will demonstrate your understanding and management
  of important events or tasks.  You must explain how the management
  and coordination of consultant and/or subcontractor efforts will
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                                         RFP-97-024
  be accomplished.
  The technical proposal must include a list of names and proposed
  duties of the professional personnel, consultants, and key
  subcontractor employees assigned to the project.  Their resumes
  should be included and should contain information on education,
  background, recent experience, and specific requirement related or
  technical accomplishments.  The approximate percentage of time
  each individual will be available for this project must be
  included.
  The proposed staff hours for each of the above individuals should
  be allocated against each task or subtask for the project.
  The technical proposal must provide the general background,
  experience, and qualifications of the organization.  Similar or
  related contracts, subcontracts, or grants should be included and
  contain the name of the customer, contract or grant number, dollar
  amount, time of performance, and the names and telephone numbers
  of the contracting officer's technical representative or project
  officer and contracting/grants officer.
  The technical proposal must contain a discussion of present or
  proposed facilities and equipment which will be used in the
  performance of the contract.
  The technical proposal must be prepared and submitted in the
  following format:
 General Organization of the Technical Proposal
 The intent of each task is stated in the Statement of Work.  The
 offeror is responsible for proposing a method of executing these tasks
 successfully.
 The proposed plan shall be written in enough detail to allow judgement
 of its full merits.  A detailed workplan with milestones and completion
 dates must be developed which satisfactorily addresses all the
 requirements described in the statement of work, utilizing the staff,
 facilities and funds available.  Offerors should not assume that
 evaluators will take anything for granted about the offeror's
 background, staff, or ability to execute the plan of work.
 In preparing the technical review proposals, offerors shall follow the
 format for proposals presented below.  Throughout the proposal,
 offerors shall, as appropriate, draw distinctions between their planned
 treatment of resources for mathematics and science education.
 1.  Abstract.
 2.  Table of Contents
 3.  Index of Tasks
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                                         RFP-97-024
 The index shall indicate, by page number, where each task is described
 in the proposal.
 4.  Conceptual Approach
 This section shall present the offeror's understanding of the need for
 the Clearinghouse and of its potential influence on teachers and
 students in the nation's schools.  The general principles that guided
 the offeror's approach to the project shall be identified.  Major
 conceptual issues (such as the optimal relationship between the
 Eisenhower Clearinghouse and other existing systems, databases, and
 networks, or the coordination of Clearinghouse's services and those of
 the Regional Consortia) and the offeror's analysis of them shall be
 discussed.  Finally the offeror shall explain how the conceptual
 approach has been translated in the proposal into a specific plan for
 implementation in the legislation.
 5.  Baseline Management Plan
 The first part of the Baseline Management Plan shall be organized by
 the tasks delineated in the SOW.  The tasks need not be presented in
 the order found in the RFP if some other order is considered more
 effective, but no task shall be excluded and the numbers assigned to
 specific tasks shall not be altered.  For each task, the offeror shall
 provide (a) a detailed description of the task and of the method
 proposed for its execution, (b) the names of key staff members assigned
 to the task, their specific responsibilities and their time commitment,
 (c) potential and/or anticipated problems, and (d) the expected date of
 completion of the task in calendar weeks or months from the effective
 date of the contract.  The offeror shall provide additional information
 requested in the section outlined "Specific Instructions for Technical
 Proposal," plus any other information that will make clear to the panel
 the offeror's ability to execute the task successfully.
 The offeror shall provide additional information as follows.
      - a graphic display, accompanied by an explanatory statement,
 showing the relationship among tasks.
      - Milestones, in calendar weeks or months from the beginning date
 of the contact, for deliverables, major accomplishments, and the
 release of other products (such as CD-ROMs).  The offeror shall
 indicate what portions of the work of identifying, cataloguing, and
 collecting resources will be accomplished by various dates.
      - A listing of the physical products (e.g., CD-ROMs, printed
 publications) to be delivered by the contractor to the Department.  The
 offeror shall include a description of each product.
      - A listing of materials or services the contractor expects the
 Department to provide (e.g., arrangements for printing by GPO).
      - a description of the means by which the quality of the work to
 be accomplished will be assured.
      -A detailed description of any sub-contractual arrangements. The
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                                         RFP-97-024
 offeror shall discuss the basis for the choice of subcontractor,
 including consideration of the qualifications of the subcontractor's
 staff and examination of any similar work done by the subcontractor in
 the past.  The offeror shall also describe exactly what work is to be
 done by the subcontractor, against what schedule the subcontractor will
      perform the work, and what reports the subcontractor will be
 required to provide.  Any other terms of the offeror's agreement with
 the subcontractor shall be discussed.  A letter from the proposed
 subcontractor delineating the nature of the agreement shall be
 included.
 6.  Related Corporate Experience
 This section shall describe the experience of the offeror and any
 proposed subcontractors in conducting work of a similar or related
 nature.  Short abstracts of related work shall include the name,
 current affiliation, and current telephone number of the person who
 directed the projects for the offeror and, if the related work was
 performed under a Federal, state, or local contract.  The offeror shall
 describe any corporate facilities that would be useful in performing
 the tasks described in the statement of work.
 7.  Proposed Staff
 An organizational chart shall be included to show lines of authority
 and responsibility for the conduct of the project.  The Proposed Staff
 section shall indicate clearly the relationship between the staff's
 past experience and the task assignments proposed for them.  Among the
 staff to be provided by the contractor, expertise in these areas is
 essential:  mathematics and science education, professional
 development, curriculum and education reform, research, dissemination,
 information science, technology, evaluation, public relations, writing,
 and interpersonal skills.
 The Project Director shall spend at least 75% of his or her time on the
 project and shall keep the COTR informed of all major decisions or
 events likely to affect the performance of the project or its products.
  A detailed resume shall be provided for all proposed professional
 staff for the clearinghouse.  Letters of commitment from all proposed
 consultants and professional staff not currently employed by the
 offeror shall be included. The need for any proposed consultants and
 their precise contributions shall be delineated.  Resumes of
 consultants shall be provided where possible.  If a consultant has not
 yet been chosen, the offeror shall indicate how he or she will be
 selected; if a consultant has been chosen but has not yet accepted, the
 offeror shall state that fact and shall indicate what course will be
 pursued if the selected consultant declines.
 The offeror shall outline all other contractual obligations that will
 exist during this anticipated course of the award for staff members
 assigned to the project.  The percentage of time allotted for those
 obligations shall also be provided.
 8.  Past Performance
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                                         RFP-97-024
 The offeror shall clearly state and document prior work and
 accomplishments that directly correlate to the tasks in the proposal.
 9.  Authors of Proposal
 The senior author and co-authors of each section of the Technical
 Proposal shall be identified by name, and their proposed role (if any)
 in the project shall be made clear.
    L.6   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)
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                                         RFP-97-024
                   (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
              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
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                                         RFP-97-024
    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
    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.7   BUSINESS PROPOSAL INSTRUCTIONS
          (ED 311-4A) (JUL 1996)
 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.  The information, if any, required by the provision FAR 52.215-41,
 "Requirements for Cost or Pricing Data or Information Other Than
 Cost or Pricing Data, Alternative IV" as incorporated in Section L
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                                         RFP-97-024
 of this solicitation.
 C.  Property and equipment - 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
   60 calendar days from the date of receipt of offers
 specified by the Government.
 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
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                                         RFP-97-024
 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.8   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:
              As part of its business proposal, the offeror shall submit
    information to help the contracting officer determine the
    of the proposed price and assess cost realism.  The offeror should
    include at least the following information:
         The estimated cost and fixed-fee (if any) for the base contract
           period and for any option periods;
         Salaries of proposed key personnel;
         Number of hours proposed for key personnel;
         Indirect cost rates used in preparing the cost proposal;
         Any property or equipment costing over $l,000 proposed
           for purchase; and
         Significant assumptions used, such as inflation rates for
           subsequent years.
              The offeror may use Standard Form l448, Proposal Cover
    (Cost or Pricing Data Not Required) or its own format for this
    information.  Instructions for completing SF l448 are in Table l5-3
    at FAR l5.804-6.
              The offeror may include other information to show that the
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                                         RFP-97-024
    offeror can complete the work at the proposed price.
              The contracting officer reserves the right to require cost
    pricing data if the contracting officer subsequently determines that
    none of the exceptions under FAR l5.804-l apply and that the
    amount exceeds the threshold at FAR l5.804-2(a)(l).
                            (End of provision)
     L.9   ADDITIONAL INSTRUCTION FOR PROPOSAL FOR
           ADP SECURITY COMPLIANCE
           (ED 311-17) (FEBRUARY 1988)
     Potential offerors are directed to the security requirements under
    the clause entitled "Automated Data Processing (ADP) System Security
    Requirements", ED 307-13.  Technical proposals must include a
    separately detailed plan for meeting these requirments, including
    any necessary subcontract applications.  Submission of these plans
    shall serve as certifications of the offerors' full intent for
    compliance.
     L.10  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
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                                         RFP-97-024
         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
              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;
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                                         RFP-97-024
                (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.
          (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,
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                                         RFP-97-024
                       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,
                       (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
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                                         RFP-97-024
               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
              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
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          (2)  an approved plan required by this clause, shall be a
               material breach of the contract.
     L.11  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.12  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.13  LATE SUBMISSIONS, MODIFICATIONS, AND
          WITHDRAWALS OF PROPOSALS
          (FAR 52.215-10) (FEB 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
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              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
              commerce method authorized by the solicitation
              and was received by the Government 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
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                                         RFP-97-024
    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
    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.14  FAILURE TO SUBMIT OFFER
          (FAR 52.215-15) (JUL 1995)
     Recipients of this solicitation not responding with an offer should
     not return this solicitation, unless it specifies otherwise.
    Instead, they should advise the issuing office by letter or
    postcard, or establish electronic commerc methods whether they want
    to receive future solicitations for similar requirements.  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 application mailing list.
    L.15  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.
     (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
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                                         RFP-97-024
    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.16  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.17  APPLICATION OF PATENT RIGHTS CLAUSE
           (ED 311-13) (MARCH 1987)
  A patent rights clause will be incorporated with the resulting
 contract.  Designation will be among the clauses in FAR 52.227-11, -12,
 and -13.  Designation will be made under the provisions in FAR 27.303.
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    L.18  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
 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.19  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.20  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.
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                                         RFP-97-024
                 SECTION M - EVALUATION FACTORS FOR AWARD
     M.1   EVALUATION FACTORS FOR AWARD (ALTERNATE I)
           (ED 312-2) (FEB 1996)
    (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 -
              flexible - minimal staff turnover - maintains high
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                                         RFP-97-024
              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:
                    Proposal Evaluation Criteria
                  for Eisenhower National Clearinghouse
    The technical proposals submitted under this statement of work
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                                         RFP-97-024
    will be evaluated on the basis of the criteria and weighing
    factors which follow.
    Minimum Requirements
    Each technical proposal will be examined to ensure that all of
    the tasks listed and deliverables requested have been addressed,
    appropriate procedures discussed and completion dates identified.
    Ensure all proposal preparation instructions are followed and all
    required information is clearly related.
    Each proposal will be reviewed to determine the consistence and
    completeness of the data submitted.
    Technical Evaluation Criteria                          Points
    I.   Soundness of Technical Design                       35
         a.   Design of catalogue, permanent repository       6
              and access to instructional materials and
              programs is sound and feasible.
         b.   Plan for collaboration with other               7
              clearinghouses, networks, and information
              systems reflects knowledge of the field and
              is well designed.
          c.  Procedures for collecting and processing        7
              instructional materials and programs and
              information about instructional materials
              and programs are well planned.
         d.   Plan for dissemination of information,          5
              programs, and instructional materials is
              sound and feasible and will reach intended
              audiences.
         e.   Demonstration sites.  Plan for developing,      5
              supporting and providing access to materials
              is sound and feasible.
         f.   Evaluation/Quality Assurance.  Plan to          5
              evaluate  services and products and system to
              ensure highest possible quality is sound and
              feasible.
    II.  Soundness of the Conceptual Approach                 20
         a.   Proposal contains a clear understanding of     10
              the need for the clearinghouse and its
              influence on teachers and students.  The
              general principles guiding the approach are
              sound.
         b.   The extent to which the proposal reflects an   10
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                                         RFP-97-024
              outstanding knowledge of the current
              educational reform movement in mathematics
              and science education and explicitly portrays
              the role the clearinghouse will play.
    III.  Baseline Management Plan                           20
          a.  Management plan is clear, logical and          10
              specific, i.e.,  milestones are appropriately
              scheduled; provisions for identifying and
              correcting problems are noted; strategy for
              maintaining quality and timelines are outlined;
              and adequate staff training and supervision are
              represented.
         b.   Lines of authority and responsibility          10
              (including subcontractors, if proposed)
              are shown.  Commitments of key staff time
              and resources are appropriate to assigned
              tasks.
    IV.  Quality of Key Personnel                            20
         a.   Proposal includes the project director's       10
              resume describing his/her managerial and
              technical expertise in relation to national
              projects that include mathematics and science
              education, educational reform, the use of
              technology, and dissemination.  Organizational
              skills should also be noted.
         b.   The overall quality of the project staffs'      5
              expertise (including any subcontractors) in
              substantive areas of mathematics and science
              education, professional development, research,
              dissemination, technology, evaluation, public
              relations,writing, and interpersonal skills.
              Appropriateness of credentials and experience
              for the tasks assigned.
         c.   The suggested members of the Steering Committee 5
              are well chosen and qualified.
    V.  Corporate Capabilities/Experience                     5
         a.   The extent to which the organization and        5
              any proposed consultants or subcontractors
              demonstrate the capacity and success in
              conducting projects of a similar nature, scope
              and complexity (including facilities, hardware
              and support services).  The offeror has an
              excellent record of achievement in at least two
              of the following areas:  (1) mathematics and
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              science education, (2) educational reform, (3)
              professional development, (4) dissemination.
     M.2   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).
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