TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51)
****NOTE: All non-professional labor categories must be incidental to, and used solely to support professional services, and cannot be purchased separately.
1. SCOPE
a. The prices, terms and conditions stated under Special Item Number 132-51
Information Technology Professional Services apply exclusively to IT ProfessionalServices
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 I-FSS-60 Performance Incentives (April 2000)
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.
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
In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I-OCT 2008) (DEVIATION I-FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts 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-Dec 2007) 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.
19. 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 Professional 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 52.212-4
(Mar 2009), (Alternate I – Oct 20008) (Deviation I – Feb 2007)
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 52.212-4 (Mar 2009), (Alternate I – Oct 2008) (Deviation I – Feb 2007) 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 PROFESSIONAL SERVICES AND PRICING