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immix`Ce~hnt~logy, Inc. <br />a sut3sidrarf af' ~{ irnmtxGeo <br />TERMS AND CONDITIONS APPLICABLE TO <br />ELECTRONIC COMMERCE (EC) (SPECIAL <br />IDENTIFICATION NUMBER 132-52) <br />1. GLOSSARY OF DEFINITIONS <br />a. "Service Provider" shall mean a provider of the Electronic <br />Commerce Services offered to Contractor through a letter of <br />supply to be sold to Ordering Activities under this contract. <br />b. "Statement of Work" shall mean the mutually agreed upon <br />document between Contractor and Ordering Activity setting forth <br />the description of services to be performed including milestones, <br />any specifications and evaluation criteria. <br />2. SCOPE <br />a. The prices, terms and conditions stated under Special <br />Item Number 132-52 Electronic Commerce (EC) Services apply <br />exclusively to EC Services within the scope of this Information <br />Technology Schedule. <br />b. The Contractor, through Service Provider, shall provide <br />services at a location, as agreed to by the Contractor and the <br />Ordering Activity. <br />3. PERFORMANCE INCENTIVES I-FSS-60 <br />Performance Incentives (April 2000) <br />a. Performance incentives may be agreed upon between <br />the Contractor and the Ordering Activity on individual fixed price <br />orders or Blanket Purchase Agreements under this contract. <br />b. The Ordering Activity must establish a maximum <br />performance incentive price for the services and/or total solutions <br />on individual orders or Blanket Purchase Agreements. <br />c. Incentives should be designed to relate results <br />achieved by the contractor to specified targets. To the maximum <br />extent practicable, Ordering Activities shall consider establishing <br />incentives where performance is critical to the Ordering Activity's <br />mission and incentives are likely to motivate the contractor. <br />Incentives shall be based on objectively measurable tasks. <br />c. Any Contractor travel required in the performance of <br />EC Services must comply with the Federal Travel Regulation or <br />Joint Travel Regulations, as applicable, in effect on the date(s) <br />the travel is performed. Established Federal Govemment per <br />diem rates will apply to all Contractor travel. Contractors cannot <br />use GSA city pair contracts. <br />6. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989) <br />a. The Contracting Officer may, at any time, by written <br />order to the Contractor, require the Contractor to stop all, or any <br />part, of the work called for by this contract for a period of 90 days <br />after the order is delivered to the Contractor, and for any further <br />period to which the parties may agree. The order shall be <br />specifically identified as a stop-work order issued under this <br />clause. Upon receipt of the order, the Contractor shall <br />immediately comply with its terms and take all reasonable steps <br />to minimize the incurrence of costs allocable to the work covered <br />by the order during the period of work stoppage. Within a period <br />of 90 days after astop-work is delivered to the Contractor, or <br />within any extension of that period to which the parties shall have <br />agreed, the Contracting Officer shall either- <br />i) Cancel the stop-work order; or <br />ii) Terminate the work covered by the order as provided in the <br />Default, or the Termination for Convenience of the Govemment, <br />clause of this contract. <br />b. If a stop-work order issued under this clause is canceled or <br />the period of the order or any extension thereof expires, the <br />Contractor shall resume work. The Contracting Officer shall make <br />an equitable adjustment in the delivery schedule or contract price, <br />or both, and the contract shall be modified, in writing, accordingly, <br />if- <br />c. The stop-work order results in an increase in the time <br />required for, or in the Contractor's cost properly allocable to, the <br />performance of any part of this contract; and <br />d. The Contractor asserts its right to the adjustment within 30 <br />days after the end of the period of work stoppage; provided, that, <br />if the Contracting Officer decides the facts justify the action, the <br />Contracting Officer may receive and act upon the claim submitted <br />at any time before final payment under this contract. <br />4. ORDER <br />a. Agencies may use written orders, EDI orders, blanket <br />purchase agreements, individual purchase orders, or task orders <br />for ordering services under this contract. Blanket Purchase <br />Agreements shall not extend beyond the end of the contract <br />period; all services and delivery shall be made and the contract <br />terms and conditions shall continue in effect until the completion <br />of the order. Orders for tasks which extend beyond the fiscal <br />year for which funds are available shall include FAR 52.232-19 <br />(Deviation -May 2003) Availability of Funds for the Next Fiscal <br />Year. The purchase order shall specify the availability of funds <br />and the period for which funds are available. <br />b. All task orders are subject to the terms and conditions <br />of the contract. In the event of conflict between a task order and <br />the contract, the contract will take precedence. <br />5. PERFORMANCE OF SERVICES <br />a. The Contractor shall commence performance of <br />services on the date agreed to by the Contractor and the <br />Ordering Activity. <br />b. The Ordering Activity should include the criteria for <br />satisfactory completion for each task in the Statement of Work or <br />Delivery Order. Services shall be completed in a good and <br />workmanlike manner. <br />e. If a stop-work order is not canceled and the work <br />covered by the order is terminated for the convenience of the <br />Govemment, the Contracting Officer shall allow reasonable costs <br />resulting from the stop-work order in arriving at the termination <br />settlement. <br />7. INSPECTION OF SERVICES <br />The Inspection of Services-Fixed Price (AUG 1996) (Deviation - <br />May 2003) clause at FAR 52.246-4 applies to firm-fixed price <br />orders placed under this contract. The Inspection- <br />Time-and-Materials and Labor-Hour (MAY 2001) (Deviation - <br />May 2003) clause at FAR 52.246-6 applies to time-and-materials <br />and labor-hour orders placed under this contract. <br />8. RESPONSIBILITIES OF THE CONTRACTOR <br />The Contractor shall comply with all laws, ordinances, and <br />regulations (Federal, State, City, or otherwise) covering work of <br />this character. If the end product (i.e., deliverable) of a <br />Statement of Work is custom developed software, then FAR <br />52.227-14 (Deviation -May 2003) Rights in Data -General, may <br />apply. <br />9. RESPONSIBILITIES OF THE ORDERING ACTIVITY <br />Subject to security regulations, the Ordering Activity shall permit <br />Contractor access to all facilities necessary to perform the <br />GS-35F-0265X www.immixtechnoloov.com t'age iti <br />