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GS-35F-0351J Page 15
9. INDEPENDENT CONTRACTOR
All IT Professional 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
The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional 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 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) 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 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007)
applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal
Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:
(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from
this solicitation.
(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative
expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor
performed by—
(1) The offeror;