Section D Final.docx

GSA SOLICITATION QMAD-JM-100001-N

Section D – Contract Clauses August 20, 2010

SECTION D – CONTRACT CLAUSES

D.1 52.212-4 Contract Terms and Conditions—Commercial Items (June 2010) (MODIFIED)

(a) Inspection/Acceptance. See Clause 52.246-4, Inspection of Services—Fixed Price (AUG 1996).

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

D.2 552.212-4 Contract Terms and Conditions—Commercial Items Alternate II Please note – this clause only applies to GSA purchases. For all other agencies, paragraph D.1(g) above applies.

(g)(2) The due date for making invoice payments by the designated payment office is the later of the following two events:

(i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements.

(ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor.

D.3 52.244-6 Subcontracts for Commercial Items. (Jun 2010)

(a) Definitions. As used in this clause— “Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.

“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212(a));

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(vii) [Reserved]

(viii) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

(ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64).

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

D.4 CONTRACT TYPE

This is an Indefinite-Delivery Indefinite-Quantity type of contract with Firm-Fixed-Price pricing structure.

D.5 SCOPE OF CONTRACT--WORLDWIDE

(a) This solicitation is issued to establish contracts which may be used by the agencies and activities named below, as a source of supply for the supplies or services described herein, for delivery within the United States, Washington, D.C., and overseas locations.

(1) All Federal agencies as defined in 40 USC 102.

(2) Government contractors authorized in writing by a Federal agency pursuant to 48 CFR 51.1,

(3) Mixed ownership Government corporations (as defined in the Government Corporation Control Act),

(4) Other activities and organizations authorized by statute or regulation to use GSA as a source of supply. (Questions regarding activities authorized to use this contract should be directed to the Contracting Officer.)

(b) Articles or services may be ordered from time to time in such quantities as may be needed to fill any requirement, subject to the Order Limitations thresholds which will be specified in resultant contracts.

(c) For orders received from activities within the Executive Branch of the Government, each Contractor is obligated to deliver all articles or services contracted for that may be ordered during the contract term, except as otherwise provided herein.

(d) The Contractor is not obligated to accept orders received from activities outside the Executive Branch; however, the Contractor is encouraged to accept such orders. If the Contractor is unwilling to accept such an order, the Contractor shall return it by mailing it or delivering it to the ordering office within 5 workdays from receipt. Failure to return an order shall constitute acceptance whereupon all provisions of the contract shall apply.

(e) While DoD currently uses its Defense Travel System (DTS) as their ETS2 solution, the scope of this contract does not preclude DoD from participating in this effort after expiration of its current DTS contract, or upon written approval by, or on initiative of the DTS PMO.

D.6 CONTRACTING OFFICER AUTHORITY

In no event shall any understanding or agreement between the Contractor and any Government employee other than the Contracting Officer on any contract, modification, change order, letter or verbal direction to the Contractor be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by an appointed Contracting Officer. The Contractor is hereby put on notice that in the event a Government employee other than the Contracting Officer directs a change in the work to be performed or increases the scope of the work to be performed, it is the Contractor's responsibility to make inquiry of the Contracting Officer before making the change. Payments will not be made without being authorized by an appointed Contracting Officer with the legal authority to bind the Government.

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visit the contractor's facilities or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under 52.212-4(c), "Changes" clause of this contract.

(b) The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract.

(c) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer's. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the Contractor price to cover any increase in charges incurred as a result thereof. The address and telephone number of the Contracting Officer is:

2200 Crystal Drive, Room 300 Arlington, VA 22202

(b) All proposed substitutes shall have qualifications equal to or higher than the qualifications of the person to be replaced. The Contracting Officer shall be notified in writing of any proposed substitution at least forty-five (45) days, or ninety (90) days if a security clearance is to be obtained, in advance of the proposed substitution. Such notification shall include: (1) an explanation of the circumstances necessitating the substitution; (2) a complete resume of the proposed substitute; and (3) any other information requested by the Contracting Officer to enable him/her to judge whether or not the Contractor is maintaining the same high quality of personnel that provided the partial basis for award.

(c) Key Personnel duties:

KEY PERSONNEL

· Assures compliance and coordinates with ETS2 PMO ISSO for scans, POA&Ms, Assessments, Change Management, Incidents, and other security requirements.

Yes

(d) Key Personnel that include but are not limited to the labor categories above may be mutually agreed upon as negotiated within customer agency task orders.

D.8 CONDUCT OF CONTRACTOR PERSONNEL

All Contractor personnel providing services pursuant to this solicitation must conduct themselves so that their dealings and actions in performance of the contract are above reproach in every respect. Accordingly, Contractor personnel must not allow themselves to be put in a situation where a conflict of interest may arise or justifiably might be suspected by reason of accepting entertainment, gifts, or favors of any kind or by any other action that would result in financial profit to themselves or which could influence or be interpreted as influencing the strict impartiality that must prevail in all business relationships where the public interest is involved. Further, Contractor personnel shall be cautious of acceptance of outside employment or other outside activity if that employment would give rise to a real or apparent conflict of interest situation.

D.9 CONTRACTING OFFICER’S REPRESENTATIVE (COR) DESIGNATION AND AUTHORITY

(a) The Contracting Officer’s Representative (COR) is TBD.

(b) Performance of work under this contract shall be subject to the technical direction of the designated COR, or a representative designated in writing. The term “technical direction” includes, without limitation, direction to the Contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that work outlined in the work statement are accomplished satisfactorily.

(c) Technical direction must be within the scope of the specification(s)/work statement. The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the specification(s)/work statement;

(2) Constitutes a change as defined in the clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the Contractor’s right to perform under the terms and conditions of the contract; or,

(6) Directs, supervises or otherwise controls the actions of the Contractor’s employees.

(d) Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the Contractor, any direction of the COR, or his/her designee, exceeds the limitations in (c) of this clause, the Contractor shall immediately notify the Contracting Officer no later than the next Government work day.

Definition. “subcontractor,” as used in this contract, means any subcontractor to the prime contractor.

(a) Throughout the term of this contract, the Contractor shall notify the Contracting Officer of any additions, deletions or changes in subcontract/teaming arrangements entered into for the purpose of performing this contract effort. The Contractor shall furnish the Contracting Officer with the following information for any subcontractor/teaming arrangement that the Contractor proposes subsequent to contract award:

(1) Subcontractor or team member company, name and contact information;

(2) Scope of work to be performed by the subcontractor or team member; and

(3) Roles and responsibilities.

(b) The General Services Administration reserves the right to request the Contractor to terminate any subcontractors, individual subcontractor employees, subcontractor principals, or team members, for malfeasance or other appropriate cause (e.g., theft, criminal record(s), ties to organized crime, etc.).

(c) The provisions of this clause do not preclude any requirements regarding subcontracts that may be set forth elsewhere in this solicitation/contract.

(d) Questions regarding this requirement shall be directed to the Contracting Officer.

D.11 CONTACT FOR CONTRACT ADMINISTRATION

Offerors are required to designate a person(s) to be contacted for prompt contract administration.

NAME ________________________________________________________________

TITLE ________________________________________________________________

ADDRESS

ZIP CODE

EMAIL ADDRESS_______________________________________________________

D.14 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period, provided that the Contractor shall not be required to make any deliveries under this contract after the expiration of the order.

D.15 FAR 52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995) - MODIFIED

The Government may elect to award one or two delivery or task order contracts for the same or similar supplies or services under this solicitation.

D.16 CONTRACTOR TASKS / SPECIAL REQUIREMENTS

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. The Contractor shall be responsible for the cost of personnel background checks.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub. L. 99-234 as amended, and is reimbursable by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges. It is GSA policy not to allow a charge of G&A, profit or fee on direct cost and cost reimbursable items.

(c) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(d) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(e) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(f) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(a) When using a performance based statement of work, performance incentives may be agreed upon between the Contractor and the ordering office on individual fixed price orders for fixed price tasks, under this contract in accordance with this clause.

(b) The ordering office may establish a maximum performance incentive final price for these services and/or total solutions on individual orders, should the ordering agency establish performance incentives at the order level.

(c) Performance incentives may be agreed upon between the contractor and the ordering activity on individual orders placed under this contract in accordance with this clause.

(d) To the maximum extent practicable, ordering offices shall consider establishing incentives where performance is critical to the agency’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks when performance is critical.

(e) The above procedures do not apply to Time and Material or labor hour orders.

D.18 ORDERING PROCEDURES – THIS CLAUSE IS APPLICABLE ONLY IN THE EVENT AWARD IS MADE TO MORE THAN ONE CONTRACTOR

(a) Definitions: The following definitions are provided:

Fair Opportunity: Reviewing all qualified master contractors for potential award. This can be accomplished through agency review of the web-information, publications or contact with master contractors.

Fair Opportunity Exceptions: The requirement for fair opportunity does not apply to orders under the micro-purchase threshold or to orders above the micro-purchase threshold where the ordering Contracting Officer determines that: (1) the need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays; (2) only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized; (3) the order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order; or (4) it is necessary to place the order to satisfy a minimum guarantee.

Qualified Contractor: Those master contract awardees that meet agency requirements.

(b) Task Orders – General

(1) Number of Task Orders: It is not possible to accurately estimate the number or volume of task orders that will be provided during the contract term. All costs, including travel, associated with the marketing, development, proposal preparation, presentation, submission and negotiation in response to any task request or potential task order shall be at the Contractor’s expense.

(2) Order Placement: Each agency’s Chief Financial Officer (CFO), Chief Administrative Officer (CAO) and/or Chief Acquisition Officer or designees of each, will be responsible for making the decision on how the agency will place a task order for his/her agency. The CFO, CAO and Chief Acquisition Officer, or designees, may allow various organizational elements to place their task order directly with the contractor or may ask GSA’s ETS2 PMO to do so on their behalf.

(3) For orders above the micro-purchase threshold, agencies are required to review all qualified contractors using the web, publications or contact with master contractors prior to placing their task order.

(4) Limitations: Except for the maximum order per task order, if any, there is no limit on the number of orders that may be placed, so long as it does not exceed the maximum value for the master contract as a whole.

(5) Refinement of Ordering Process: GSA reserves the right to refine ordering procedures throughout the term of the contract.

(c) Order Limitations

(1) Minimum Task Order Size: The minimum task order size is $3,000.

(2) Maximum Task Order Size: The maximum task order size is $500,000,000.

(3) Minimum Length of Task Orders: For the agency’s task order placed against the master contract, the minimum task order length is the master contract ordering period for each CLIN as identified in Section D.26, or the remainder thereof whichever is shorter. Agency task orders may contain options to renew the initial task order contingent upon the master contract ordering period being extended if GSA exercises an option; however, the task order shall not exceed the period of the master contract.

(4) Maximum Length of Task Orders: Agency task orders may not exceed the ordering period of the master contract. If the master contract option(s) is/are exercised, the period of performance for agency task orders will be limited to the contract ordering period of the master contract for each CLIN established in the Option period(s).

(d) Task Order Issuance

(1) A task order may be issued by the ordering Contracting Officer after receipt and review of all of the qualified contractors’ proposals in accordance with the established evaluation criteria and methodology.

(2) Schedule: Each task order will establish a milestone or work break down schedule for submissions (deliverables, testing, etc.).

(3) Changes: Any changes to a task order will be issued in writing by the ordering contracting officer, or as requested by the agency/organization. Only the ordering Contracting Officer may modify the terms and conditions of the task order. The ordering Contracting Officer does not have the authority to modify the terms and conditions of the master contract.

(4) Restrictions: The Contractor shall not accept any task order that increases the scope of the master contract, period of performance of the master contract, or maximum value of the master contract under which the task order is issued.

(5) For orders under the micro-purchase threshold, agencies can order services by placing an order with the contractor of the agency’s choice. In accordance with Section D.13, a Contractor is not required to accept any order below the micro-purchase threshold of $3,000.

(6) For orders over the micro-purchase threshold:

If necessary, the procedures that will be used to provide multiple awardees a fair opportunity to be considered for task order award are as follows:

(A) Agencies will furnish identical information concerning a proposed acquisition to all qualified contractors. Agencies will treat all prospective awardees fairly. The agency will submit a written task request to all qualified contractors. The task request shall include, at a minimum:

(i) the performance work statement or statement of objectives for a particular requirement or project that clearly specifies all tasks to be performed and products to be delivered under the task order,

(ii) period of performance,

(iii) discriminators/evaluation factors,

(iv) relative importance of discriminators/evaluation factors,

(v) methodology for award of the task order, and

(vi) a request for proposals from qualified contractors.

(B) Agencies are encouraged to request oral proposals or demonstrations from qualified contractors where practicable. Agencies are encouraged to utilize streamlined procedures (e.g., electronic submission of proposals, page restrictions on proposals, etc.).

(C) As designated by the agency, qualified Contractors shall be allowed a short period of time to submit requests for clarification and receive answers over the Internet/Intranet or other medium. The questions and answers shall be made available simultaneously to all qualified contractors.

(D) Within the timeframes specified by the agency, the Contractor(s) shall submit their task order proposal that identifies contract line item numbers and price, in accordance with agency instructions. Pricing shall be firm fixed price. It shall identify all prices and/or price reductions offered.

(E) The agency will review and evaluate each proposal received against established evaluation criteria and methodology. The agency may then do one of the following:

· Select the awardee without further discussions; or

· Conduct negotiations.

(F) If negotiations are conducted, they will occur at the time and place designated by the ordering Contracting Officer and/or his/her designated representative. Following the completion of negotiations, the Contractor(s) shall submit a finalized task order proposal, as directed by the agency, which reflects the final offer, technical and price, and include a firm milestone schedule.

(G) Based on the information provided by the qualified master contractors, the agency will evaluate the offers received in accordance with the established evaluation criteria and methodology. The ordering agency will notify the other participating contractors of which awardee will be issued the task order. Agencies are not required to develop formal negotiation or evaluation plans or scoring schemes for task orders. For task orders valued at over $5 million (inclusive of options), debriefings will be provided in accordance with the requirements established in FAR 16.505(b)(4).

(H) Once the agency has made its selection, the agency then submits a written order for the products and services. The order shall include, at a minimum:

(i) the statement “THIS IS A TASK ORDER FOR E-GOV TRAVEL SERVICE2”

(ii) the names of the activity or activities authorized to issue sub-orders against the task order (e.g., for DHS, Coast Guard, Customs and Border Protection, TSA, etc.),

(iii) date of order,

(iv) GSA contract number,

(v) task order number,

(vi) CLINs,

(vii) price,

(viii) performance work statement,

(ix) period of performance,

(x) place of delivery or performance; and

(xi) accounting and appropriation data.

(I) The written task order may be on any official government order form. Agencies are required to submit a separate work statement with their written task order.

(J) A completed task order will result in the performance of a specified unit(s) of work in a definable service or applications area having one or more related deliverable products. No work will be performed except as authorized by a task order, and no payment will be made except upon satisfactory performance accepted and approved by the ordering Contracting Officer or his/her designee. The completion dates may be extended in the event performance is delayed due to causes beyond the control and without the fault or negligence of the contractor as set forth in Clause 52.212-4, Contract Terms and Conditions--Commercial Items, and as determined by the ordering Contracting Officer.

(e) Pre and Post Award Task Order Assistance

(1) GSA’s Center for Travel Management (CTM) offers all agencies, and other organizations authorized to utilize ETS2, task order development assistance, upon request, at no additional cost to the agency/organization.

(2) The CTM will share award information with agencies and/or provide a secure web-based library in which the Contractor’s proposal and/or test results are made available for agency Contracting Officer review.

(3) The CTM will provide limited task order administration support to all agencies as determined by the Contracting Officer.

D.19 TERMINATION OF TASK ORDERS

Any ordering office may, in respect to any one or more task orders placed by it under the contract, exercise the same right of termination as described in FAR clause 52.212-4, subparagraph (l) Termination for the Government's convenience, and subparagraph (m) Termination for Cause.

D.20 INDUSTRIAL FUNDING FEE (IFF)

(a) The Industrial Funding Fee (IFF) reimburses the General Services Administration (GSA) for the costs of operating the ETS2 and recoups those operating costs from ordering activities. The method by which the IFF is collected and charged has been determined by the Government. The IFF has been added by the Government to the contract price and is reflected in the total amount charged to the ordering activities. The IFF will be reviewed by the Government on a semi-annual basis and the Contractor will be notified of any resultant change in the IFF amount. Changes to the IFF will be made by the contractor at no additional cost to the Government.

(b) The Contractor must pay the IFF to the Federal Acquisition Service, GSA. The Contractor must remit the IFF in U.S. dollars by the 30th calendar day following the completion of the previous reporting quarter. If the 30th calendar day following the completion of the previous reporting quarter falls on a weekend or Federal Holiday, remittance shall be remitted by the next business day. The IFF shall be remitted on a quarterly basis.

(c) The…