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1
Scope
2
Performance Incentives
3
Order
4
Performance of Services
5
Stop-Work Order
6
Inspection of Services
7
Responsibilities of the
Contractor
8
Responsibilities of Ordering Activity
9
Independent Contractor
10
Organizational Conflicts of Interest
11
Invoices
12
Payments
13
Resumes
14
Incidental Support Costs
15
Approval of Subcontracts
16
Description of IT
Services and Pricing:
Labor Categories and
Schedule 70 Rates
USA Commitment to Promote
Small Business Participation Procurement Programs
Best Value Blanket
Purchase Agreement Federal Supply Schedule
Customer Blanket Purchase
Agreement
Basic Guidelines for Using
“Contractor Team Arrangements”
TERMS AND CONDITIONS APPLICABLE TO INFORMATION
TECHNOLOGY (IT)
PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51) AND
ELECTRONIC COMMERCE (EC) SERVICES (SPECIAL ITEM NUMBER 132-52)
1.
SCOPE
a. The
prices, terms and conditions stated under Special Item Number 132-51
Information Technology Professional Services apply exclusively to IT
Services within the scope of this Information Technology Schedule.
b. The
Contractor shall provide services at the Contractor’s facility and/or at
the ordering activity location, as agreed to by the Contractor and the
ordering activity.
2.
PERFORMANCE INCENTIVES
a.
Performance incentives may be agreed upon between the Contractor and the
ordering activity on individual fixed price orders or Blanket Purchase
Agreements under this contract in accordance with this clause.
b. The
ordering activity must establish a maximum performance incentive price
for these services and/or total solutions on individual orders or
Blanket Purchase Agreements.
c.
Incentives should be designed to relate results achieved by the
contractor to specified targets. To the maximum extent practicable,
ordering activities shall consider establishing incentives where
performance is critical to the ordering activity’s mission and
incentives are likely to motivate the contractor. Incentives shall be
based on objectively measurable tasks.
3.
ORDER
a. Agencies
may use written orders, EDI orders, blanket purchase agreements,
individual purchase orders, or task orders for ordering services under
this contract. Blanket Purchase Agreements shall not extend beyond the
end of the contract period; all services and delivery shall be made and
the contract terms and conditions shall continue in effect until the
completion of the order. Orders for tasks which extend beyond the
fiscal year for which funds are available shall include FAR 52.232-19
(Deviation – May 2003) Availability of Funds for the Next Fiscal Year.
The purchase order shall specify the availability of funds and the
period for which funds are available.
b. All task
orders are subject to the terms and conditions of the contract. In the
event of conflict between a task order and the contract, the contract
will take precedence.
4.
PERFORMANCE OF SERVICES
a. The
Contractor shall commence performance of services on the date agreed to
by the Contractor and the ordering activity.
b. The
Contractor agrees to render services only during normal working hours,
unless otherwise agreed to by the Contractor and the ordering activity.
c. The
ordering activity should include the criteria for satisfactory
completion for each task in the Statement of Work or Delivery Order.
Services shall be completed in a good and workmanlike manner.
d. Any
Contractor travel required in the performance of IT Services must comply
with the Federal Travel Regulation or Joint Travel Regulations, as
applicable, in effect on the date(s) the travel is performed.
Established Federal Government per diem rates will apply to all
Contractor travel. Contractors cannot use GSA city pair contracts.
5.
STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)
(a) The
Contracting Officer may, at any time, by written order to the
Contractor, require the Contractor to stop all, or any part, of the work
called for by this contract for a period of 90 days after the order is
delivered to the Contractor, and for any further period to which the
parties may agree. The order shall be specifically identified as a
stop-work order issued under this clause. Upon receipt of the order, the
Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the
work covered by the order during the period of work stoppage. Within a
period of 90 days after a stop-work is delivered to the Contractor, or
within any extension of that period to which the parties shall have
agreed, the Contracting Officer shall either-
(1)
Cancel the stop-work order; or
(2)
Terminate the work covered by the order as provided in the Default, or
the Termination for Convenience of the Government, clause of this
contract.
(b) If a
stop-work order issued under this clause is canceled or the period of
the order or any extension thereof expires, the Contractor shall resume
work. The Contracting Officer shall make an equitable adjustment in the
delivery schedule or contract price, or both, and the contract shall be
modified, in writing, accordingly, if-
(1) The
stop-work order results in an increase in the time required for, or in
the Contractor's cost properly allocable to, the performance of any part
of this contract; and
(2) The
Contractor asserts its right to the adjustment within 30 days after the
end of the period of work stoppage; provided, that, if the Contracting
Officer decides the facts justify the action, the Contracting Officer
may receive and act upon the claim submitted at any time before final
payment under this contract.
(c) If a
stop-work order is not canceled and the work covered by the order is
terminated for the convenience of the Government, the Contracting
Officer shall allow reasonable costs resulting from the stop-work order
in arriving at the termination settlement.
(d) If a
stop-work order is not canceled and the work covered by the order is
terminated for default, the Contracting Officer shall allow, by
equitable adjustment or otherwise, reasonable costs resulting from the
stop-work order.
6.
INSPECTION OF SERVICES
The Inspection of
Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR
52.246-4 applies to firm-fixed price orders placed under this contract.
The Inspection–Time‑and‑Materials and Labor-Hour (JAN 1986) (Deviation –
May 2003) clause at FAR 52.246-6 applies to time‑and‑materials and
labor‑hour orders placed under this contract.
7.
RESPONSIBILITIES OF THE
CONTRACTOR
The Contractor shall
comply with all laws, ordinances, and regulations (Federal, State, City,
or otherwise) covering work of this character. If the end product of a
task order is software, then FAR 52.227-14 (Deviation – May 2003) Rights
in Data – General, may apply.
8.
RESPONSIBILITIES
OF THE ORDERING ACTIVITY
Subject to security
regulations, the ordering activity shall permit Contractor access to all
facilities necessary to perform the requisite IT Services.
9.
INDEPENDENT CONTRACTOR
All IT Services
performed by the Contractor under the terms of this contract shall be as
an independent Contractor, and not as an agent or employee of the
ordering activity.
10.
ORGANIZATIONAL CONFLICTS OF
INTEREST
a.
Definitions.
“Contractor” means
the person, firm, unincorporated association, joint venture,
partnership, or corporation that is a party to this contract.
“Contractor and its
affiliates” and “Contractor or its affiliates” refers to the Contractor,
its chief executives, directors, officers, subsidiaries, affiliates,
subcontractors at any tier, and consultants and any joint venture
involving the Contractor, any entity into or with which the Contractor
subsequently merges or affiliates, or any other successor or assignee of
the Contractor.
An “Organizational
conflict of interest” exists when the nature of the work to be performed
under a proposed ordering activity contract, without some restriction on
ordering activities by the Contractor and its affiliates, may either (i)
result in an unfair competitive advantage to the Contractor or its
affiliates or (ii) impair the Contractor’s or its affiliates’
objectivity in performing contract work.
b. To avoid
an organizational or financial conflict of interest and to avoid
prejudicing the best interests of the ordering activity, ordering
activities may place restrictions on the Contractors, its affiliates,
chief executives, directors, subsidiaries and subcontractors at any tier
when placing orders against schedule contracts. Such restrictions shall
be consistent with FAR 9.505 and shall be designed to avoid, neutralize,
or mitigate organizational conflicts of interest that might otherwise
exist in situations related to individual orders placed against the
schedule contract. Examples of situations, which may require
restrictions, are provided at FAR 9.508.
11.
INVOICES
The Contractor, upon
completion of the work ordered, shall submit invoices for IT services.
Progress payments may be authorized by the ordering activity on
individual orders if appropriate. Progress payments shall be based upon
completion of defined milestones or interim products. Invoices shall be
submitted monthly for recurring services performed during the preceding
month.
12.
PAYMENTS
For firm-fixed price
orders the ordering activity shall pay the Contractor, upon submission
of proper invoices or vouchers, the prices stipulated in this contract
for service rendered and accepted. Progress payments shall be made only
when authorized by the order. For time‑and‑materials orders, the
Payments under Time‑and‑Materials and Labor‑Hour Contracts at FAR
52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003)
applies to time‑and‑materials orders placed under this contract. For
labor‑hour orders, the Payment under Time‑and‑Materials and Labor‑Hour
Contracts at FAR 52.232-7 (DEC 2002), (Alternate II – Feb 2002)
(Deviation – May 2003)) applies to labor‑hour orders placed under this
contract.
52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial
Item Acquisition. As prescribed in
16.601(e)(3), insert the following provision:
(a) The
Government contemplates award of a Time-and-Materials or Labor-Hour type
of contract resulting from this solicitation.
(b) The
offeror must specify fixed hourly rates in its offer that include wages,
overhead, general and administrative expenses, and profit. The offeror
must specify whether the fixed hourly rate for each labor category
applies to labor performed by—
(1) The offeror;
(2) Subcontractors; and/or
(3) Divisions, subsidiaries, or
affiliates of the offeror under a common control.
13.
RESUMES
Resumes shall be
provided to the GSA Contracting Officer or the user ordering activity
upon request.
14.
INCIDENTAL SUPPORT COSTS
Incidental support
costs are available outside the scope of this contract. The costs will
be negotiated separately with the ordering activity in accordance with
the guidelines set forth in the FAR.
15.
APPROVAL OF SUBCONTRACTS
The ordering
activity may require that the Contractor receive, from the ordering
activity's Contracting Officer, written consent before placing any
subcontract for furnishing any of the work called for in a task order.
16.
DESCRIPTION OF IT
SERVICES AND PRICING
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