AUTHORIZED FEDERAL SUPPLY SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Special Item No. 132-51 Information Technology Professional Services

Note:  All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

SIN 132-51 – INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES

FPDS CODE D302  IT Systems Development Services
FPDS CODE D306  IT Systems Analysis Services
FPDS CODE D307  AIS Design and Integration Services
FPDS CODE D308  Programming Services

MASAI Technologies Corporation (MTC)

(DBA: MTC Integration)

25900 Greenfield Road, Suite 248
Oak Park, MI 48237
Tel: 248-968-5787
Fax: 248-968-5601
www.masai-tech.com

Contract Number: GS-35F-0547N
Period Covered by Contract:
April 28, 2003 – April 26, 2008

General Services Administration

Federal Supply Service

CONTENTS:

INFORMATION FOR ORDERING OFFICES

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)
PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51)

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT
PROGRAMS PREAMBLE

BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

SPECIAL NOTICE TO AGENCIES:

Small Business Participation

SBA strongly supports the participation of small businesses concerns in the Federal Supply Schedules Program.  To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!? And the Federal Supply service Home Page (www.fss.gsa.gov) contains information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals.  It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small business among those considered when selecting pricelists for a best value determination. 

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1.           Geographic Scope of Contract:

            The minimum acceptable geographic scope of contract is the 48 contiguous states and
            the District of Columbia.

2.          Contractor’s Ordering Address and Payment Information:

MASAI Technologies Corporation
                25900 Greenfield Road, Suite 248
                Oak Park, MI  48215-1267

            Contractors are required to accept the Government purchase card for payments equal to
            or less than the micro-purchase threshold for oral or written delivery orders.   Government
            purchase cards will be acceptable for payment above the micro-purchase threshold.  In
            addition, bank account information for wire transfer payments will be shown on the invoice.

            The following telephone number(s) can be used by ordering agencies to obtain technical
            and/or ordering assistance: 

            Telephone: 248-968-5787 
            Cellular: 248-388-4967
            Attn: Mr. Masai Troutman

3.          LIABILITY FOR INJURY OR DAMAGE

           The Contractor shall not be liable for any injury to Government personnel or damage to
           Government property arising from the use of equipment maintained by the Contractor,
           unless such injury or damage is due to the fault or negligence of the Contractor. 

4.           Statistical Data for Government Ordering Office Completion of Standard Form
            279:

                Block 9:  G. Order/Modification Under Federal Schedule:

Block 16: Data Universal Numbering System (DUNS): 033375515

Block 30: Type of Contractor: Small Disadvantaged Business

Block 31: Women-Owned Small Business - No

Block 36: Contractor’s Taxpayer Identification Number (Tin): 38-3379783

4a.      CAGE Code: 1KUL0

4b.      Contractor has registered with the Central Contractor Registration Database.

5.        FOB DESTINATION

6.        DELIVERY SCHEDULE

         a.           TIME OF DELIVERY: The Contractor shall deliver to destination within the number of
                  calendar days after receipt of order (ARO), as set forth below:

    SPECIAL ITEM NUMBER               DELIVERY TIME (Days ARO)         

    132-51                                                Delivery is as negotiated between the Government
                                                                            and MASAI Technologies Corporation

         b.          URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery
                 period does not meet the bona fide urgent delivery requirements of an ordering agency,
                 agencies are encouraged, if time permits, to contact the Contractor for the purpose of
                 obtaining accelerated delivery.  The Contractor shall reply to the inquiry within 3
                 workdays after receipt.  (Telephonic delivery time acceptable to the ordering agency,
                 any orders) placed pursuant to the agreed upon accelerated delivery time frame shall
                 be delivered within this shorter delivery time and in accordance with all other terms and
                 conditions of the contract.

7.         Discounts:  Prices shown are NET Prices; Basic Discounts have been deducted.

a.   Prompt Payment: None offered, prices are net 30 days from receipt of invoice or date of acceptance, whichever is later.

b.   Quantity: All prices are net, no additional discounts are offered

c.   Dollar Volume: All prices are net, no additional discounts are offered

d.   Government Educational Institutions offered same discounts as all other Government
            agencies.

8.         Trade Agreements Act of 1979, as amended:

             All items are U.S. made end products, designated country end products, Caribbean Basin
             country end products, Canadian end products, or Mexican end products as defined in the
             Trade Agreements Act of 1979, as amended.

9.         Statement Concerning Availability of Export Packing:

            Available on an open market basis, outside the scope of this contract.

10.       Small Requirements:  The minimum dollar value of orders to be issued is $100

11.       Maximum Order:  (All dollar amounts are exclusive of any discount for prompt payment.)

a.   The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 132-51 - Information Technology (IT) Professional Services

12.       USE OF FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY
            SCHEDULE CONTRACTS. In accordance with FAR 8.404:

Orders placed pursuant to a Multiple Award Schedule (MAS), using the procedures in FAR 8.404, are considered to be issued pursuant to full and open competition.  Therefore, when placing orders under Federal Supply Schedules, ordering activities need not seek further competition, synopsize the requirement, make a separate determination of fair and reasonable pricing, or consider small business set-asides in accordance with subpart 19.5.  GSA has already determined the prices of items under schedule contracts to be fair and reasonable.  By placing an order against a schedule using the procedures outlined below, the ordering activity has concluded that the order represents the best value and results in the lowest overall cost alternative (considering price, special features, administrative costs, etc.) to meet the ordering activity’s needs.

a.              Orders placed at or below the micro-purchase threshold.  Ordering activities can place orders at or below the micro-purchase threshold with any Federal Supply Schedule Contractor.  

b.               Orders exceeding the micro-purchase threshold but not exceeding the maximum order threshold.  Orders should be placed with the Schedule Contractor that can provide the supply or service that represents the best value.  Before placing an order, ordering activities should consider reasonably available information about the supply or service offered under MAS contracts by using the “GSA Advantage!” on-line shopping service, or by reviewing the catalogs/pricelists of at least three Schedule Contractors and selecting the delivery and other options available under the schedule that meets the ordering activity’s needs.  In selecting the supply or service representing the best value, the ordering activity may consider--

        (1)      Special features of the supply or service that are required in effective program
                 performance and that are not provided by a comparable supply or service; 

(2)       Trade-in considerations;

(3)       Probable life of the item selected as compared with that of a comparable item;

(4)       Warranty considerations;

(5)       Maintenance availability;

(6)       Past performance; and

(7)       Environmental and energy efficiency considerations.

c.               Orders exceeding the maximum order threshold.  Each schedule contract has an established maximum order threshold.  This threshold represents the point where it is advantageous for the ordering activity to seek a price reduction.  In addition to following the procedures in paragraph b, above, and before placing an order that exceeds the maximum order threshold, ordering activities shall--  

Review additional Schedule Contractors’ 

(1)       Catalogs/pricelists or use the “GSA Advantage!” on-line shopping service;

(2)               Based upon the initial evaluation, generally seek price reductions from the Schedule Contractor(s) appearing to provide the best value (considering price and other factors); and  

(3)               After price reductions have been sought, place the order with the Schedule Contractor that provides the best value and results in the lowest overall cost alternative.  If further price reductions are not offered, an order may still be placed, if the ordering activity determines that it is appropriate.

NOTE:  For orders exceeding the maximum order threshold, the Contractor may:

(1)              Offer a new lower price for this requirement (the Price Reductions clause is not applicable to orders placed over the maximum order in FAR 52.216-19 Order Limitations);

(2)       Offer the lowest price available under the contract; or

(3)               Decline the order (orders must be returned in accordance with FAR 52.216-19). 

d.               Blanket purchase agreements (BPAs).  The establishment of Federal Supply Schedule BPAs is permitted when following the ordering procedures in FAR 8.404.  All schedule contracts contain BPA provisions.  Ordering activities may use BPAs to establish accounts with Contractors to fill recurring requirements.  BPAs should address the frequency of ordering and invoicing, discounts, and delivery locations and times. 

 e.            Price reductions.  In addition to the circumstances outlined in paragraph c, above, there may be instances when ordering activities will find it advantageous to request a price reduction.  For example, when the ordering activity finds a schedule supply or service elsewhere at a lower price or when a BPA is being established to fill recurring requirements, requesting a price reduction could be advantageous.  The potential volume of orders under these agreements, regardless of the size of the individual order, may offer the ordering activity the opportunity to secure greater discounts.  Schedule Contractors are not required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order. 

 f.            Small business.  For orders exceeding the micro-purchase threshold, ordering activities should give preference to the items of small business concerns when two or more items at the same delivered price will satisfy the requirement.

 g.           Documentation.  Orders should be documented, at a minimum, by identifying the Contractor the item was purchased from, the item purchased, and the amount paid.  If an ordering activity requirement, in excess of the micro-purchase threshold, is defined so as to require a particular brand name, product, or feature of a product peculiar to one manufacturer, thereby precluding consideration of a product manufactured by another company, the ordering activity shall include an explanation in the file as to why the particular brand name, product, or feature is essential to satisfy the ordering activity’s needs.

13.      FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION
         STANDARDS REQUIREMENTS:  ordering activities acquiring products from this
         Schedule     must comply with the provisions of the Federal Standards Program, as
         appropriate (reference:  NIST Federal Standards Index).  Inquiries to determine whether or
         not specific products listed herein comply with Federal Information Processing Standards
         (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering
         activities, shall be responded to promptly by the Contractor.

13.1      FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS
         PUBS): Information Technology products under this Schedule that do not conform to
         Federal Information Processing Standards (FIPS) should not be acquired unless a waiver
         has been granted in accordance with the applicable "FIPS Publication."  Federal Information
         Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of
         Commerce, National Institute of Standards and Technology (NIST), pursuant to National
         Security Act.  Information concerning their availability and applicability should be obtained
         from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield,
         Virginia 22161.  FIPS PUBS include voluntary standards when these are adopted for
         Federal use.  Individual orders for FIPS PUBS should be referred to the NTIS Sales Office,
         and orders for subscription service should be referred to the NTIS Subscription Officer, both
         at the above address, or telephone number (703) 487-4650.

13.2       FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): 
         Telecommunication products under this Schedule that do not conform to Federal
         Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has
         been granted in accordance with the applicable "FED-STD."  Federal Telecommunication
         Standards are issued by the U.S. Department of Commerce, National Institute of Standards
         and Technology (NIST), pursuant to National Security Act. Ordering information and
         information concerning the availability of FED-STDS should be obtained from the GSA,
         Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW,
         Washington, DC   20407, telephone number (202)619-8925. Please include a
         self-addressed mailing label when requesting information by mail. Information concerning
         their applicability can be obtained by writing or calling the U.S. Department of Commerce,
         National Institute of Standards and Technology, Gaithersburg, MD  20899, telephone
         number (301) 975-2833.

14.      CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001)  

(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.  All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(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 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule.  The Industrial Funding Fee does NOT apply to travel and per diem charges.

(c)               Certifications, Licenses and Accreditations:  As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered.  All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d)               Insurance:  As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered.  All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e)              Personnel:  The Contractor may be required to provide key personnel, resumesor skill category descriptions in the performance of orders issued under this contract.  Ordering activities may require agency approval of additions or replacements to key personnel.

(f)              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.

(g)              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.

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

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

(j)              Availability of Funds:  Many Government agencies’ operating funds are appropriated for a specific fiscal year.  Funds may not be presently available for any orders placed under the contract or any option year.  The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made.  No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

15.      CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: 

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See C.1.)

16.      GSA Advantage!

    GSA Advantage! is an on-line, interactive electronic information and ordering system that    
    provides on-line access to vendors' schedule prices with ordering information.  GSA
    Advantage! will allow the user to perform various searches across all contracts including, but
    not limited to:

(1) Manufacturer;

(2) Manufacturer’s Part Number;

(3) Product categories.

    Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a
    browser (ex.: NetScape).  The Internet address is http://www.fss.gsa.gov/.

17.      PURCHASE OF OPEN MARKET ITEMS

NOTE:  Open Market Items are also known as incidental items, non-contract items, non-Schedule items, and items not on a Federal Supply Schedule contract.

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if- 

(1)       All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19)); 

(2)       The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable; 

(3)       The items are clearly labeled on the order as items not on the Federal Supply Schedule; and 

(4)       All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18.      CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a.   For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1)       Time of delivery/installation quotations for individual orders;

(2)       Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(1)               Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b.   The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19.      OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

                                                              none                                                                  

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations.  Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20.      BLANKET PURCHASE AGREEMENTS (BPAs)

Federal Acquisition Regulation (FAR) 13.303-1(a) defines Blanket Purchase Agreements (BPAs) as “…a simplified method of filling anticipated repetitive needs for supplies or services by establishing ‘charge accounts’ with qualified sources of supply.”  The use of Blanket Purchase Agreements under the Federal Supply Schedule Program is authorized in accordance with FAR 13.303-2(c)(3), which reads, in part, as follows:  

“BPAs may be established with Federal Supply Schedule Contractors, if not inconsistent with the terms of the applicable schedule contract.”

Federal Supply Schedule contracts contain BPA provisions to enable schedule users to maximize their administrative and purchasing savings.  This feature permits schedule users to set up “accounts” with Schedule Contractors to fill recurring requirements.  These accounts establish a period for the BPA and generally address issues such as the frequency of ordering and invoicing, authorized callers, discounts, delivery locations and times.  Agencies may qualify for the best quantity/volume discounts available under the contract, based on the potential volume of business that may be generated through such an agreement, regardless of the size of the individual orders.  In addition, agencies may be able to secure a discount higher than that available in the contract based on the aggregate volume of business possible under a BPA.  Finally, Contractors may be open to a progressive type of discounting where the discount would increase once the sales accumulated under the BPA reach certain prescribed levels.  Use of a BPA may be particularly useful with the new Maximum Order feature.  See the Suggested Format, contained in this Schedule Pricelist, for customers to consider when using this purchasing tool.

21.      CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts.  This includes compliance with Clauses 552.238-74, Contractor’s Reports of Sales and 552.238-76, Industrial Funding Fee, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22.      INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor.  The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services.  For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract.  However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act.  The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8.

23.      SECTION 508 COMPLIANCE

 If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following:

http://www.masai-tech.com/federal.html 

The EIT standard can be found at:  www.Section508.gov/.

24.      PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order – 

(a)       A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b)       The following statement:

This order is placed under written authorization from _______ dated _______.  In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25.       INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR
                  52.228-5)

          (a)      The Contractor shall, at its own expense, provide and maintain during the entire
                        performance of this contract, at least the kinds and minimum amounts of insurance
                        required in the Schedule or elsewhere in the contract.

(b)       Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained.  The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1)       For such period as the laws of the State in which this contract is to be performed prescribe; or 

(2)       Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c)       The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract.  The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request. 

1.     SCOPE

        a.         The prices, terms and conditions stated under Special Item Number 132-51   
         Information Technology Professional Services and Special Item Number 132-52
         Electronic Commerce Services apply exclusively to IT/EC Services within the scope
         of this Information Technology Schedule.

        b.         MASAI Technologies Corporation shall provide services at MASAI Technologies
        Corporation’s facility and/or at the ordering activity location, as agreed to by MASAI
        Technologies Corporation and the ordering activity.

2.      PERFORMANCE INCENTIVES

         a.          Performance incentives may be agreed upon between MASAI Technologies
         Corporation 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.     ORDERING PROCEDURES FOR SERVICES (REQUIRING A STATEMENT OF WORK) (G-FCI-920) (MAR 2003)

FAR 8.402 contemplates that GSA may occasionally find it necessary to establish special ordering procedures for individual Federal Supply Schedules or for some Special Item Numbers (SINs) within a Schedule.GSA has established special ordering procedures for services that require a Statement of Work.These special ordering procedures take precedence over the procedures in FAR 8.404 (b)(2) through (b)(3). 

When ordering services over $100,000, Department of Defense (DOD) ordering offices and non-DOD agencies placing orders on behalf of the DOD must follow the policies and procedures in the Defense Federal Acquisition Regulation Supplement (DFARS) 208.404-70 – Additional ordering procedures for services. When DFARS 208.404-70 is applicable and there is a conflict between the ordering procedures contained in this clause and the additional ordering procedures for services in DFARS 208.404-70, the DFARS procedures take precedence.

GSA has determined that the prices for services contained in the contractor’s price list applicable to this Schedule are fair and reasonable.However, the ordering activity using this contract is responsible for considering the level of effort and mix of labor proposed to perform a specific task being ordered and for making a determination that the total firm-fixed price or ceiling price is fair and reasonable.

    (a)       When ordering services, ordering activities shall—

              (1)      Prepare a Request (Request for Quote or other communication tool):

         A statement of work (a performance-based statement of work is preferred) that outlines, at a minimum, the work to be performed, location of work, period of performance, deliverable schedule, applicable standards, acceptance criteria, and any special requirements (i.e., security clearances, travel, special knowledge, etc.) should be prepared.

        The request should include the statement of work and request the contractors to submit either a firm-fixed price or a ceiling price to provide the services outlined in the statement of work.A firm-fixed price order shall be requested, unless the ordering activity makes a determination that it is not possible at the time of placing the order to estimate accurately the extent or duration of the work or to anticipate cost with any reasonable degree of confidence.When such a determination is made, a labor hour or time-and-materials proposal may be requested. The firm-fixed price shall be based on the rates in the schedule contract and shall consider the mix of labor categories and level of effort required to perform the services described in the statement of work. The firm-fixed price of the order should also include any travel costs or other incidental costs related to performance of the services ordered, unless the order provides for reimbursement of travel costs at the rates provided in the Federal Travel or Joint Travel Regulations. A ceiling price must be established for labor-hour and time-and-materials orders.

       The request may ask the contractors, if necessary or appropriate, to submit a project plan for performing the task, and information on the contractor’s experience and/or past performance performing similar tasks.

       The request shall notify the contractors what basis will be used for selecting the contractor to receive the order. The notice shall include the basis for determining whether the contractors are technically qualified and provide an explanation regarding the intended use of any experience and/or past performance information in determining technical qualification of responses. If consideration will be limited to schedule contractors who are small business concerns as permitted by paragraph (2) below, the request shall notify the contractors that will be the case. 

(2)       Transmit the Request to Contractors:

Based upon an initial evaluation of catalogs and price lists, the ordering activity should identify the contractors that appear to offer the best value (considering the scope of services offered, pricing and other factors such as contractors’ locations, as appropriate) and transmit the request as follows:

NOTE:  When buying IT professional services under SIN 132—51 ONLY, the ordering office, at its discretion, may limit consideration to those schedule contractors that are small business concerns. This limitation is not applicable when buying supplies and/or services under other SINs as well as SIN 132-51.The limitation may only be used when at least three (3) small businesses that appear to offer services that will meet the agency’s needs are available, if the order is estimated to exceed the micro-purchase threshold. 

(i)         The request should be provided to at least three (3) contractors if the proposed order is estimated to exceed the micro-purchase threshold, but not exceed the maximum order threshold.

(ii)        For proposed orders exceeding the maximum order threshold, the request should be provided to additional contractors that offer services that will meet the ordering activity’s needs. 

(iii)       In addition, the request shall be provided to any contractor who specifically requests a copy of the request for the proposed order.

(iv)       Ordering activities should strive to minimize the contractors’ costs associated with responding to requests for quotes for specific orders. Requests should be tailored to the minimum level necessary for adequate evaluation and selection for order placement. Oral presentations should be considered, when possible.

       Evaluate Responses and Select the Contractor to Receive the Order: After
                     responses have been evaluated against the factors identified in the request, he
                        order should be placed with the schedule contractor that represents the best value. 
                        (See FAR 8.404) 

    (b)       The establishment of Federal Supply Schedule Blanket Purchase Agreements  
   (BPAs)     for recurring services is permitted when the procedures outlined herein are
    followed. All BPAs for services must define the services that may be ordered under the
    BPA, along with delivery or performance time frames, billing procedures, etc. The
    potential volume of orders under BPAs, regardless of the size of individual orders, may
    offer the ordering activity the opportunity to secure volume discounts. When establishing
BPAs, ordering activities shall— 

(1)       Inform contractors in the request (based on the ordering activity’s requirement) if a single BPA or multiple BPAs will be established, and indicate the basis that will be used for selecting the contractors to be awarded the BPAs.

(i)         SINGLE BPA: Generally, a single BPA should be established when the ordering activity can define the tasks to be ordered under the BPA and establish a firm-fixed price or ceiling price for individual tasks or services to be ordered.  When this occurs, authorized users may place the order directly under the established BPA when the need for service arises. The schedule contractor that represents the best value should be awarded the BPA.(See FAR 8.404) 

(ii)        MULTIPLE BPAs: When the ordering activity determines multiple BPAs are needed to meet its requirements, the ordering activity should determine which contractors can meet any technical qualifications before establishing the BPAs. When establishing the BPAs, the procedures in (a)(2) above must be followed.The procedures at (a)(2) do not apply to orders issued under multiple BPAs.  Authorized users must transmit the request for quote for an order to all BPA holders and then place the order with the Schedule contractor that represents the best value. 

       Review BPAs Periodically:  Such reviews shall be conducted at least annually. The purpose of the review is to determine whether the BPA still represents the best value.  (See FAR 8.404)

(c)      The ordering activity should give preference to small business concerns when two or more contractors can provide the services at the same firm-fixed price or ceiling price.

(d)       When the ordering activity’s requirement involves both products as well as executive, administrative and/or professional, services, the ordering activity should total the prices for the products and the firm-fixed price for the services and select the contractor that represents the best value.  (See FAR 8.404)

(e)      The ordering activity, at a minimum, should document orders by identifying the contractor from which the services were purchased, the services purchased, and the amount paid.  If other than a firm-fixed price order is placed, such documentation should include the basis for the determination to use a labor-hour or time-and-materials order.  For ordering activity requirements in excess of the micro-purchase threshold, the order file should document the evaluation of Schedule contractors’ quotes that formed the basis for the selection of the contractor that received the order and the rationale for any trade-offs made in making the selection.

4.     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 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.

5.     PERFORMANCE OF SERVICES 

a.       MASAI Technologies Corporation shall commence performance of services on the date agreed to by the Contractor and the ordering activity. 

b.       MASAI Technologies Corporation 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/EC 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.

 6.      INSPECTION OF SERVICES 

The Inspection of Services–Fixed Price (AUG 1996) 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) clause at FAR 52.246-6 applies to time and materials and labor hour orders placed under this contract. 

7.     RESPONSIBILITIES OF MASAI TECHNOLOGIES CORPORATION

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 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/EC Services.

9.      INDEPENDENT CONTRACTOR

All IT/EC 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

 MASAI Technologies Corporation, upon completion of the work ordered, shall submit invoices for IT/EC 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 MASAI Technologies Corporation, 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 Contract at FAR 52.232-7 (DEC 2002), Alternate I (APR 1984) 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 (DEC 2002) 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 MASAI Technologies Corporation 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

a.      The Contractor shall provide a description of each type of IT/EC Service offered under Special Item Numbers 132-51 and 132-52. IT/EC Services should be presented in the same manner as the Contractor sells to its commercial and other ordering activity customers.  If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles (labor categories) for those individuals who will perform the service should be provided.

b.       Pricing for all IT/EC Services shall be in accordance with the Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices.