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Task Order Period of Performance - Guidance

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The agency I work for a couple weeks back awarded a Task Order off of our multiple award IDIQ contract. It was distributed and signed by the Contracting Officer with the POP being the day it was signed/awarded by the KO. However, the Contractor never signed it because they were holding out until we agreed to add attachments (the Contracting Officer is reluctant to add) to the Task Order, they also did not start work because they did not think the Task Order was effective until they signed. I guess my question is when does the POP begin and does the Contracting Officer have the right to unilaterally award this? The Contracting Officer still wants the contractor's signature on the Task Order. It also seems if the Contracing Officer wanted this bilateral he would of had the Contractor sign first. Any insight or guidance on this would help.

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Guest carl r culham

Generally speaking the issuance of a Task Order is a unilateral right of the Government. However in my experience terms and conditions of a specific IDIQ contract further specify award and performance requirements for task or delivery orders issued under a specific contract. These specifics are especially important and are more routinely used in multiple award IDIQ contracts as agencies have taken very liberal approaches in specifics of CLIN's, performance times and other terms and conditions of the IDIQ contracts and how the IDIQ terms and conditions apply to TO/DO's issued. Consulting the specifics of IDIQ contract may help you answer your questions, if not then you have some extensive and unique contract administration effort ahead of you.

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The agency I work for a couple weeks back awarded a Task Order off of our multiple award IDIQ contract. It was distributed and signed by the Contracting Officer with the POP being the day it was signed/awarded by the KO. However, the Contractor never signed it because they were holding out until we agreed to add attachments (the Contracting Officer is reluctant to add) to the Task Order, they also did not start work because they did not think the Task Order was effective until they signed. I guess my question is when does the POP begin and does the Contracting Officer have the right to unilaterally award this? The Contracting Officer still wants the contractor's signature on the Task Order. It also seems if the Contracing Officer wanted this bilateral he would of had the Contractor sign first. Any insight or guidance on this would help.

Does your office have access to Counsel??

There appears to be no meeting of the minds on this terms and conditions of the task order. Is the Contractor's concern addressed anywhere in writing? Why does the KO want the Contractor's signature, if the task order is unilateral?

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Thanks Carl, that does make sense. The PWS actually states the "Contractor work shall commence only after issuance of the Task Order by the Contracting Officer." I think that answers my POP question. It almost seems pointless to get a contractor signature at this point. I am also searching for a cite that may indicate it is the Government unilateral right to issue a TO.

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Generally speaking the issuance of a Task Order is a unilateral right of the Government. However in my experience terms and conditions of a specific IDIQ contract further specify award and performance requirements for task or delivery orders issued under a specific contract. These specifics are especially important and are more routinely used in multiple award IDIQ contracts as agencies have taken very liberal approaches in specifics of CLIN's, performance times and other terms and conditions of the IDIQ contracts and how the IDIQ terms and conditions apply to TO/DO's issued. Consulting the specifics of IDIQ contract may help you answer your questions, if not then you have some extensive and unique contract administration effort ahead of you.

Carl, just curious. Does the contract say that the government may issue a unilateral task order on a MATOC? The ordering procedures in FAR for MATOC's seem to indicate to me that there will be competition and that the firms submit a proposal, which means to me that the parties would have to agree to the scope and terms of the task order. Unless I misread the ID/IQ specific FAR clauses, I overlooked where the ordering procedures say that the government has the right to issue unilateral task orders. I might have missed it. Thanks.

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Thanks Carl, that does make sense. The PWS actually states the "Contractor work shall commence only after issuance of the Task Order by the Contracting Officer." I think that answers my POP question. It almost seems pointless to get a contractor signature at this point. I am also searching for a cite that may indicate it is the Government unilateral right to issue a TO.

During a recent discussion in a similar thread, I too looked for a cite that may indicate it is the Government unilateral right to issue a TO on a MATOC, especially if the contractor disagrees with the terms, scope or conditions. It appeared to me that the ordering procedures require mutual agreement.

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Carl, just curious. Does the contract say that the government may issue a unilateral task order on a MATOC? The ordering procedures in FAR for MATOC's seem to indicate to me that there will be competition and that the firms submit a proposal, which means to me that the parties would have to agree to the scope and terms of the task order. Unless I misread the ID/IQ specific FAR clauses, I overlooked where the ordering procedures say that the government has the right to issue unilateral task orders. I might have missed it. Thanks.

Joel to me the scope and terms of the Task Order are laid out in the PWS, the Request for Technical Proposal, and the Basic Contract. I could be wrong but I think in us soliciting this Task Order they are proposing to our terms laid out and in turn we are accepting their offer, which makes me feel it could be issued unilaterally (although I have not found a cite). Also our PWS says work shall commence upon shall commence upon issuance of the TO by the Contracting Officer.

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Joel to me the scope and terms of the Task Order are laid out in the PWS, the Request for Technical Proposal, and the Basic Contract. I could be wrong but I think in us soliciting this Task Order they are proposing to our terms laid out and in turn we are accepting their offer, which makes me feel it could be issued unilaterally (although I have not found a cite). Also our PWS says work shall commence upon shall commence upon issuance of the TO by the Contracting Officer.

If the task order is consistent with the proposal and the terms of the contract then it appears to be an offer and acceptance. What is the Contractor's issue and when was it raised - before or after issuance of the task order?

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If the task order is consistent with the proposal and the terms of the contract then it appears to be an offer and acceptance. What is the Contractor's issue and when was it raised - before or after issuance of the task order?

I see now what Carl and the original poster mean by "issuing a task order unilaterally". You simply mean that the government accepts the task order proposal by issuance of the task order, without a legal requirement for a bilateral signature.

I don't have a problem or question that, as long as the offer and acceptance are consistent. But if the proposer raises other issues prior to issuance of the task order, I don't think you have mutual agreement concerning the offer until the issues are resolved. That was my concern.

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This is one of those questions to which the only proper answer is: What does the contract say?

Every IDIQ contract is supposed to contain the clause at FAR 52.216-22, which says, in part:

Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the ?maximum.?

The Ordering clause says:

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from __________ through ____________ [insert dates].

(B) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

( c ) If mailed, a delivery order or task order is considered ?issued? when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

The CO has the right to unilaterally issue orders for ?services specified? and the contractor is obligated to comply. However, absent other terms to the contrary, the CO does not have the right to order services which are not specified in the contract. If the CO wants to issue an order calling for something that is not ?specified,? he or she must obtain the contractor?s asssent. If the order in question covered something that was not specified, the contractor is not obligated to comply. Apparently, your CO know that what he or she is asking for is not fully specified under the contract and that the contractor?s signature is needed to manifest assent.

As for the offer and acceptance scenario, that depends on the language of the solicitation and the "proposal." Was the proposal an offer? What did it say? If it was, was the acceptance in complete accord with the terms of the offer? Everything depends on the answers to those questions.

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Thanks, Vern.

I initially thought by "unilateral", "J and A" and Carl were discussing whether the Government could issue unilateral task orders (similar to issuing a an undefinitized change order), rather than the case where the KO simply signs and issues a task order, accepting a task order proposal from a firm that responded to a request for task order proposals.

I feel that, unless the parties agree on all terms and conditions before issuing the order, a bilateral agreement is usually required. There are instances where proposals contain items can be segregated and issued separately or not accepted, but that apparently wasn't the case here. Here, the contractor seems to object to the lack of certain terms being included with the task order.

It isn't clear whether the Contractor raised its objection prior to issuance of the order or whether it voiced its objections after issuance. It also isn't clear whether the omission changes the agreed terms.

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Thread from the dead here, but this is relevant to my interests.

In our master agreement, the delivery is noted in accordance with the proposal as incorporated, which says that deliver is 90 days ARO.  Often times we get Task Orders with delivery dates specified earlier.

Everything else would be in accordance with the contract except that - we don't arbitrarily change the delivery date to 90 days, we send a note back to the CO, but, in that instance, what would the "status" of that order be?  Issued?  Or because the delivery date is other than contract, would that necessarily become a "bilateral" agreement?

 

 

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If the parent contract (or master agreement) says delivery date will be 90 days ARO, and the Government issues an order with an earlier delivery date, then the order is improper because it is contrary to the agreed-upon terms.  The contractor has a choice -- accept the order and perform to the earlier date, or reject the order as improper.

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