TEAM MEMBER ENDORSEMENT

If BPA Team Arrangements permit direct ordering to Team Members, each Team Member must complete and sign/date below indicating agreement and compliance with the Terms and Conditions set forth in this BPA.  Subcontractors are not required to sign this BPA.

Company Name (BPA Team Member)  MaraTech Engineering Services, Inc. Signature            Date  24 October 2005 Title  President GSA Contract Number/FSS Schedule  GS-35F-0457L
Company Name (BPA Team Member)  DSD Laboratories, Inc. Signature            Date  18 October 2005 Title  Senior Vice President GSA Contract Number/FSS Schedule  GS-35F-4905H
Company Name (BPA Team Member)  S4, Inc. Signature           Date 21 October 2005 Title President/CEO GSA Contract Number/FSS Schedule  GS-35F-0098M

 

 

 

 

 

 

 

 
ELECTRONIC SYSTEMS CENTER (ESC)

BLANKET PURCHASE AGREEMENT (BPA)

INFORMATION TECHNOLOGY SERVICES PROGRAM (ITSP) II

 

Pursuant to the GSA FSS contract number(s)  GS 35F-4934G , a BPA is hereby established between  Abacus Technology Corporation                  and ESC under the Terms and Conditions of the above stated contract(s) and the following Terms and Conditions incorporated in this BPA:

 

ADMINISTRATIVE DATA:  Each BPA Holder and Team Member must provide this data and maintain it on their website in accordance with ESC Specific Terms and Conditions, Para 23 of this BPA.

 

Primary Point of Contact:  (Provide complete             Alice Solomon

name, title, corporate address, electronic            VP, Integrated Security Solutions & Middle East Operations

mail address and phone number):              420 Bedford St., Suite 155

                                                                Lexington, MA 02420

                                                                781-674-0074

                                                               SolomonA@abacustech.com

 

Alternate Point of Contact:                         Dave Davoren

                                                            Vice President,

                                                                420 Bedford St., Suite 155

                                                                Lexington, MA 02420

                                                                davorend@abacustc.com

 

Company Website Address:                        www.abacustech.com

(Once BPAs are awarded, the website address with a direct link to your ITSP II data must be provided to ESC/XPK)

 

Extensible Markup Language (XML) Catalog Address:                                             

(The above address is not required to be filled in by Team Members prior to submission to Team Lead.  It will be submitted directly to the Government by 30 November 2001via email to Dorothy.febbi@hanscom.af.mil)

Are you designated a Small Business under any of the ITSP II applicable GSA FSS?  YES______NO__X__

If YES, which schedule?  ____________________

 

Are you designated a Small Business Administration (SBA) certified Small Disadvantaged Business (SDB) under any of the ITSP II applicable GSA FSS?  YES______NO__X__

If YES, which schedule?  ____________________

 

Are you a Woman-Owned Small Business?  YES______NO_X___

If YES, which schedule?  ____________________

 

Are you a Service Disabled Veteran Owned Small Business?  YES_____NO__X_

If YES, which schedule?  ____________________

 

CAGE CODE:  OFVN8  (Corporate Chevy Chase MD Top Secret Facility).  Use ORWP3 for Lexington MA Secret Facility)

DUNS NUMBER: 12-650-5833

TIN:  52-1328215

 

Cognizant DCMA Office (Include complete address):          Defense Logistics Agency

                                                                DCMC - Baltimore

                                                                217 East Redwood St., Suite 1800

                                                                Baltimore, MD 21200

 

 

Cognizant DFAS Office (Include complete address):   DFAS

                                                                                     Columbus Center/Capital Division

                                                                                     P.O. Box 182263

                                                                                     Columbus, OH 43218-2263

 

 

ADMINISTRATIVE CHANGES OR TEAM COMPOSITION CHANGES:  The Team Lead may make unilateral changes to the makeup of the Team at any time during the life of the BPA.  To make these changes the Team Lead must notify the ITSP II Procuring Contracting Officer (PCO) (ESC/XPK) in writing, by providing a copy of the above information with the appropriate signature(s), and update the website of the Team Lead to incorporate these changes.  Any order issued prior to a change must be completed with the Team membership that was current at the time the order was placed unless otherwise agreed to by the ordering office PCO.

 

ELECTRONIC SYSTEMS CENTER (ESC)

BLANKET PURCHASE AGREEMENT (BPA)

INFORMATION TECHNOLOGY SERVICES PROGRAM (ITSP) II

 

1.          AUTHORITY:  This BPA is entered into pursuant to the terms of the BPA Holder’s FSS contract(s) and FAR 8.404(b)(4).

 

2.          DESCRIPTION OF AGREEMENT:

          Under this agreement, the BPA Holder shall provide Command and Control (C2) Advisory and Assistance Services (A&AS) to Electronic Systems Center (ESC) system acquisition programs and development planning projects during all phases of the acquisition cycle.  These services will be provided when ordered by an authorized ordering office during the term of this BPA via Labor Hour (LH) or Firm Fixed Price (FFP) task orders.  This BPA provides support for ESC only (to include geographically separated units [GSU]).

 

3.              SERVICES AVAILABLE UNDER THIS BPA:

          A&AS are government-purchased services from non-governmental sources acquired by contract to support or improve organization policy development, decision making, management and administration, support program and/or project management and administration; provide management and support services for research and development (R&D) activities; provide engineering and technical support services; or improve the effectiveness of management processes or procedures.  Such services may take the form of information, advice, opinions, alternatives, analyses, evaluations, recommendations, training, and technical support.  A&AS falls into one of the following categories (see DFARS 237.201, “Advisory and Assistance Services Definitions,” for their definitions):

           Management and Professional Support Services,

          Studies, Analyses, and Evaluations, and/or

          Engineering and Technical Services.

            Your ITSP II website shall include a list of services, labor categories and descriptions and rates which may be ordered under this BPA. 

 

4.       PLACE OF PERFORMANCE:

          Appendix A s a listing of ESC’s GSUs and tenants.  Each BPA proposal shall include a copy of Appendix A designating those site(s) for which services are being offered.  If services and/or rates will differ based on location, please provide a separate table, cross referenced to the applicable location, with a listing of all services/labor categories, with accompanying rates and category descriptions.

 

5.       PRICING:

          a.    The GSA has determined the loaded labor rates available through FSS to be fair and reasonable.  The FSS rates in effect on the date of order award, or proposed discounted rates for a specific order, shall govern that order’s basic performance period.  If an order includes option periods, the FSS rates or proposed discounts for the corresponding period will apply.  If a BPA Holder has been authorized a rate increase resulting from a negotiation under the Economic Price Adjustment (EPA) provision of their FSS and they have incorporated those rates in their BPA before the exercise of an option period, those rates will become applicable for billing purposes for the option period on the effective date contained in their FSS for these new rates.  In order to ensure that pricing on orders resulting from this BPA remains current, BPA Holders are responsible for maintaining and updating a listing of labor categories and rates on their ITSP II website (reference Para 3) within 24 hours of a change in their FSS prices.

          b.    The BPA Holder can voluntarily reduce GSA FSS prices at any time by providing written notification (by U.S. mail, facsimile, or electronic-mail) to the ITSP II PCO (ESC/XPK).  After this notification, the BPA Holder will update their ITSP II website, in a timely manner, to reflect the new price list for immediate use of all authorized potential BPA users.  The written notification described above is not required for discounts offered only for a specific order.

          c.    The BPA Holder may also increase GSA FSS prices as per the terms of that contract.  Any BPA price increase shall not take effect until the ITSP II PCO (ESC/XPK) receives written notification (by U.S. mail, facsimile, or electronic-mail) and the price change has been posted by the BPA Holder at the required website. In no event will the prices under this BPA exceed those on the applicable GSA schedule as amended.  Any order already issued shall not be affected by any change to BPA pricing (except as changes may apply to option years as described in 5a above, if applicable).  The prices offered under this BPA will undergo annual review by the ITSP II PCO (ESC/XPK).

 

6.          PREVAILING TERMS AND CONDITIONS

          All orders placed against this BPA are subject to the terms and conditions of the GSA FSS Contracts and all clauses and provisions in full text or incorporated by reference herein:

          a.    Incorporated by reference are:

                 FAR 52.226-1   UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED ECONOMIC  ENTERPRISES (JUN 2000)

                 FAR 52.232-1    PAYMENTS (APR 1984)

                 FAR 52.232-7    PAYMENTS UNDER TIME AND MATERIAL AND LABOR-HOUR CONTRACTS (MAR 2000)

                 FAR 52.232-11   EXTRAS (APR 1984)

                 FAR 52.245-5    GOVERNMENT PROPERTY (COST-REIMURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS)  (JAN 1986)

b.         In full text are:

 

AFMC FAR 5352.209-9002 - ORGANIZATIONAL CONFLICT OF INTEREST (JULY 1997)

             Preamble to the Organizational Conflict of Interest (OCI) Clause:  Whenever the Government solicits information from the Contractor for the purposes of issuing a potential order (or, if the Government issues an order without first soliciting information from the Contractor), unless the order states that it is exempt from the OCI provisions, the Contractor shall promptly review the services ordered prior to commencing performance and inform the Ordering Contracting Officer, in writing, of any pre-existing circumstances which might create a conflict of interest under the OCI provisions of this BPA.  In such event, the Government may, in its sole discretion, either cancel the order at no-cost to the Government or grant a waiver to the OCI provisions and direct the Contractor to proceed with performance.

  AFMC FAR 5352.209-9002 - ORGANIZATIONAL CONFLICT OF INTEREST (JULY 1997)

          (a)   The following restrictions and definitions apply to prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions.

                   (1)          Descriptions or definitions:

                             "Contractor" means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries.

                           "Development" means all efforts towards solution of broadly-defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.

                           "Proprietary Information" means all information designated as proprietary in accordance with law and regulation, and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, and computer software; and may appear in cost and pricing data or involve classified information.

                           "System" means the system that is the subject of this contract.

                           "System Life" means all phases of the system's development, production, or support.

                             "Systems Engineering" means preparing specifications, identifying and resolving interface problems, developing test requirements, evaluating test data, and supervising design.

                           "Technical Direction" means developing work statements, determining parameters, directing other Contractors' operations, or resolving technical controversies.

  Alternate II (AFMC) (JUL 1997)

                   (2)          The Contractor shall participate in the technical evaluation of other Contractors' proposals or products. To ensure objectivity, the Contractor is precluded from award of any supply or service contract or subcontract for the system or its major components. This restriction shall be effective for a period of five (5) years beginning on BPA award.  This does not apply to other technical evaluations concerning the system.

  Alternate III (AFMC) (JUL 1997)

            (b)   The Contractor may gain access to proprietary information of other companies during contract performance. The Contractor agrees to enter into company-to-company agreements to (1) protect another company's information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and (2) to refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the Contractor shall furnish copies of these agreements to the Contracting Officer. These agreements are not intended to protect information which is available to the Government or to the Contractor from other sources and furnished voluntarily without restriction.

  Alternate VI (AFMC) (JUL 1997)

            (c)   The above restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work which is subject to the organizational conflict of interest restrictions identified in this clause, unless excused in writing by the Contracting Officer.

  (End of Clause)

 

AFMC FAR 5352.245-9004 - BASE SUPPORT (JULY 1997)

           Base support shall be provided by the Government to the Contractor in accordance with this clause.  Failure by the Contractor to comply with the requirements of this clause shall release the Government, without prejudice, from its obligation to provide base support by the date(s) required.  If warranted, and if the Contractor has complied with the requirements of this clause, an equitable adjustment shall be made if the Government fails to provide base support by the date(s) required.

           (a)    Base support includes Government-controlled working space, material, equipment, services (including automatic data processing), or other support which the Government determines can be made available at, or through, any Air Force installation where this contract shall be performed.  All Government property in the possession of the Contractor, provided through the base support clause, shall be used and managed in accordance with the Government Property clauses.

         (b)    The Air Force installations providing the support shall be listed in subparagraph (e), and the Government support to be furnished by each installation under this contract shall be listed in subparagraph (f)

           (c)         Unless otherwise stipulated in the contract schedule, support shall be provided on a no-charge-for-use basis and the value shall be a part of the Government's contract consideration.

           (d)    The Contractor agrees to immediately report (with a copy to the cognizant CAO) inadequacies, defective Government-Furnished Property (GFP), or non-availability of support stipulated by the contract schedule, together with a recommended plan for obtaining the required support.  The Government agrees to determine (within 10 workdays) the validity and extent of the involved requirement and the method by which it shall be fulfilled (e.g., purchase, rental, lease, GFP, etc.).  Facilities shall not be purchased under this clause.  Additionally, the Contractor (or authorized representative) shall not purchase, or otherwise furnish any base support requirement provided by the clause (or authorize others to do so), without prior written approval of the Contracting Officer regarding the price, terms, and conditions of the proposed purchase, or approval of other arrangements.

           (e)         Following are installations where base support will be provided (insert list of installations).

              Hanscom AFB, MA

                 38 EIW, Tinker AFB, OK

                 CPSG, Kelly AFB, TX

                 MSG, Wright-Patterson AFB, OH

                 SSG, Gunter Annex, Maxwell AFB, AL

                 Other locations as specified in each order

           (f)     The Government support to be furnished under this contract is:  Government-controlled working space, 1 Desk, 1 Chair, 1 Phone and when specified in each order, material, equipment, services (including automatic data processing), or other support.  Because of the nature and location(s) of the work performed, the value of such equipment is undeterminable.  The Contractor shall not incur any cost resulting from nonsupport prior to Contracting Officer concurrence in accordance with this clause.

  Alternate I (AFMC) (JULY 1997)

           (g)         When this contract is a cost, cost-reimbursement, time-and-materials, or labor hour contract, the Contractor agrees that in the performance of this contract or any major subcontract no direct or indirect costs for property will be incurred if the Government determines that property is available at, or through any Air Force installation where this contract shall be performed. Only the prior written approval of the Contracting Officer can relieve the Contractor from this restriction.

 

(End of Clause)

 

7.       ESC SPECIFIC TERMS AND CONDITIONS:

 

          a.      Prohibited Activities

                 The BPA Holder shall not perform tasks under any resultant order which involve the following:

                 (1)          Preparation of any statement of requirements, objectives, or needs to be procured by the Government for A&AS, whether to be acquired by future orders under the ITSP II program or by any other contract action at ESC;

                 (2)          Evaluation of the qualifications of a potential source or any proposal for a contract or order by the Government for A&AS or any other supplies or services;

                 (3)          Formulation of best value criteria, acquisition plans, solicitations or strategies for the purchase of A&AS;

                 (4)          Preparation of documentation for future ITSP II task orders.

 

          b.          Segregation of Costs

 

                 (1)          FAR 52.232-7, “Payments under Time-and-Materials and Labor-Hour Contracts,” provides for reimbursement to the contractor of costs incurred for certain items and services purchased directly for the contract, subject to certain limitations set forth in the clause.  Such items may include the lease/purchase of equipment, travel expenses for Government-directed travel, consumable materials, tuition and registration fees for specialized training, and other services or items acquired for the Government’s account under the Government Property clause.  The items and services which the BPA Holder is authorized to purchase on a cost-reimbursement basis shall be limited to only those specific items and services described in the order(s) issued to the BPA Holder as authorized for purchase.

                   (2)          The BPA Holder shall segregate costs associated with travel and materials and other items authorized to be purchased on a cost-reimbursement basis (to be specified in each order) from other costs associated with the performance of this contract in such a manner that at any time the costs subject to reimbursement under each order shall be readily ascertainable.

                   (3)          The ceiling price referred to in the “Payments under Time and Materials and Labor-Hour Contracts” clause shall be the ce