Terms and Conditions
JMT ITGS-35F-00419U
TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)
PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 232-51)
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)
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 JMT
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 JMT
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.
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
Please refer to the labor category descriptions and incorporation into this GSA list.