Fillable Form Gsa 2957 - Reimbursable Work Authorization

GENERAL TERMS AND CONDITIONS

The Requesting Agency (RA) will establish the existence of a bona fide need to be satisfied through this Reimbursable Work Authorization (RWA), and

otherwise satisfy all internal requirements of the RA regarding documentation of the requirement.

The RA will determine and document the need to seek GSA's assistance in performing the work described in this RWA (the Work). Upon request, the

RA will provide GSA with copies of such documentation.

The RA will provide GSA with such requirements/Statement of Work (SOW), budget/accounting information, points of contact, and other information

necessary for GSA to perform the Work.

GSA and the RA will work in close cooperation and collaboration throughout the project lifecycle.

GSA and the RA agree that the Work will be performed in full compliance with the Competition in Contracting Act and other applicable laws and

regulations. In furtherance of so doing:

GSA will assist the RA in further defining its requirements in a manner that will aid in GSA's timely performance of the Work;

GSA will perform acquisition planning related to any procurement actions to be undertaken in connection with the Work, including, as appropriate,

developing and implementing an acquisition strategy responsive to the RA's requirements;

ii)

conducting market research;

iii)

developing performance-based solicitation requirements when project requirements allow; and

iv)

considering all appropriate acquisition vehicles and procurement methods to maximize competition and best value.

GSA will comply with requirements of the Federal Acquisition Regulation (FAR), the General Services Administration Acquisition Manual (GSAM),

and special acquisition requirements of the RA identified, in writing, to GSA.

GSA will administer contracts and resolve contractual issues or disputes arising out of GSA's performance of the Work, including:

enforcing contractual terms and conditions to facilitate the timely delivery of goods and services;

maintaining contract documentation from project initiation through contract closeout;

performing contract oversight, including inspection and acceptance of the Work, in accordance with the terms of the contract;

tracking and reporting on the contractor's performance of the Work; and

performing contract close-out functions.

The RA will not, except as expressly authorized, in writing, by the GSA Contracting Officer, provide instruction or authorization to any GSA contractor

regarding performance of the Work.

GSA will provide legal support and representation for contract disputes, claims and bid protests arising out of GSA's performance of the Work. The RA

will be responsible for all costs associated with termination, disputes, and protests, including settlement costs, except that the RA will not be

responsible for costs associated with actions stemming from errors by GSA in performing its responsibilities under this RWA. GSA will consult with the

RA before agreeing to a settlement for which RWA funding will be used.

The RA will provide cooperation and support to GSA, as required, for GSA to fulfill its contracting responsibilities and otherwise, as necessary, for GSA

to perform the Work.

10. The RA will provide funding to cover GSA's direct and indirect costs of performing the Work, including costs associated with RA changes to the Work

or increases in cost not attributable to GSA errors in performing its responsibilities under this RWA.

11. GSA will provide an Independent Government Estimate to the RA for the work to be performed or concur with the estimate prepared by the RA. In no

event will GSA be required to commence performance of the Work until the RA has provided GSA with funding in an amount sufficient to cover the

expected costs of performance.

12. GSA will be a good steward of the RA's funds and provide the RA with periodic updates regarding GSA's further obligation and expenditure of RWA

funding. Upon contract completion and close-out of all contracts associated with this RWA, GSA will return to the RA any unused funding.

13. GSA will provide the RA with billing statements and otherwise respond to RA inquiries regarding GSA expenditure of RWA funding.

14. GSA and the RA will advise each other of issues, concerns, or problems related to performance of the Work.

15. This RWA is effective as of the latest date of signature of GSA and the RA, and will remain in effect until completion of the Work or earlier termination

in accordance with this paragraph. Any amendments to this RWA, including these General Terms and Conditions, must be in writing and signed by

both the RA and GSA. This RWA may be terminated by the RA upon 60 calendar days prior written notice to GSA; provided, that the RA will remain

responsible to GSA for any and all direct and indirect costs incurred by GSA in connection with performance of the Work up to the date of termination

of the RWA, together with such costs related to termination of contracts entered into by GSA in connection with the Work. Should GSA seek to

terminate this RWA, it will do so only with the written agreement of the RA, including costs attributable to each party arising out of any such

termination.

16. GSA and the RA agree to use their best efforts to resolve disputes cooperatively at the working levels of their respective organizations regarding the

interpretation of this RWA and the roles and responsibilities of the parties hereunder, and, if necessary, to escalate such disputes within their

respective organizations. Disputes regarding funding that remain unresolved for more than 90 calendar days will be referred to the respective agency

Chief Financial Officers for resolution."

17. If special terms and conditions related to this RWA apply, please include them below or provide as an attachment to this form. Additionally, please

annotate in the Description of Requirements (Block 7) that special terms and conditions are provided here on page 3 or as an attachment. If n/a, leave

blank or specify "none."

GSA 2957 (REV. 2/2011) PAGE 3

Form Gsa 2957 - Reimbursable Work Authorization - 2011 Page 3

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