CONTRACTOR TEAMING ARRANGEMENT (CTA)

This Arrangement to Team (“Teaming Arrangement”), effective Month XX, XXXX is between Company A, (“A” or “Team Lead”) a ______corporation, with offices at ______and Company B, (“B” or “Team Member”) a ______corporation, with offices at ______, collectively the “Team Members.”

WHEREAS, A is providing ______to the government under General Service Administration Multiple Award Schedule Number GS-XXF-XXXXX.

WHEREAS, B Systems is providing ______to the government under General Service Administration Multiple Award Schedule Number GS-XXF-XXXXX.

WHEREAS, A and B desire to combine their respective capabilities and team their GSA Schedule Contracts pursuant to the provisions of the Federal Acquisition Regulations (FAR) subpart 9.6 to prepare and submit a proposal under Solicitation ______entitled ______(“Solicitation Name”), headquartered in ______.

NOW THEREFORE, in consideration of the mutual covenants and promises stated herein, the Team Members agree as follows:

1.B will assist A in obtaining work in support of Solicitation Name.

2.Terms and conditions of any purchase order issued by A to B will be subject to the terms and conditions of B’s GSA MAS incorporated herein by reference.

3.Each Team Member to this Teaming Arrangement will bear its respective costs, risks, and liabilities incurred as a result of its obligations and efforts under this Teaming Arrangement, including, but not limited to the Industrial Funding Fee. Therefore, neither A nor B shall have any right to any reimbursement, payment, or compensation of any kind from each other during the period between submission of Proposals and prior to the award and execution of any resulting Contract.

4.This is a mixed Firm-Fixed Price and Time and Material type agreement. Individual purchase orders will be issued by A which will specify the precise quantities and types of products/labor to be ordered for the Solicitation Name contract.

5.Duration of Arrangement. This Teaming Arrangement is effective through Month XX, XXXX, subject to contract award, phase and annual options exercised by Solicitation Name, or until such time as performance under the Solicitation Name contract is completed or the agreement is terminated due to default by either Team Member. Any required written notifications received by either party from Solicitation Name shall be sent to the proper points of contact listed in #6 below within ____days of receipt.

6. The designated points of contact for the Team Members are:

Team Lead: / Team Member:
Company A / Company B
Street Adress
City, State Zip / Street Adress
City, State Zip
GSA Contract #: / GSA Contract #:
Attn: / Attn:
Phone: / Phone:
Email: / Email:

7. The Government points of contact are:

Contract Administration
POC Title / POC Title
POC Name / POC Name
Agency / Agency
Solicitation / Solicitation
Attn: / Attn:
Street Address
City, State Zip / Street Address
City, State Zip
Phone: / Phone:
Email: / Email:
Project Coordination and Performance Evaluation
Contracting Officer’s Representative (COR)
Agency
Solicitation
Attn:
Street Address
City, State Zip
Phone:
Email:

8. This Teaming Agreement is solely between the Team Members and cannot conflict with the terms and conditions of each Team Member’s GSA Schedule contract.

9. Specific Team Activities and Delivery Responsibilities.

  1. A shall be the Team Lead. As Team Lead, A’s delivery responsibilities are managing the overall contract and project management; providing consolidated status reporting to Solicitation Name with support from the Team Member; providing a single point of contact to Solicitation Name to resolve technical and performance issues; and preparing a consolidated monthly invoice to Solicitation Name, receipt of payment, allocation of funds to B, subject to Solicitation Name invoicing and payment requirements.
  2. A’s primary delivery responsibilities shall be for overall contract management, staffing, coordinating and managing the work required for the ______.
  3. B’s primary delivery responsibilities shall be for ______.
  4. A and B will coordinate and jointly perform the work associated with common delivery responsibilities, such as, ______.
  5. As the designated Team Lead, Solicitation Name will issue task orders directly to A and A shall provide a copy of such task order to B delineating their responsible portion. Consolidated invoices will be generated by A to Solicitation Name clearly indicating the services rendered from each parties’ respective GSA Schedule Contract. Refer to the attached appendices:
  6. Appendix A: Project Organization Chart,
  7. Appendix B: Project Staffing Chart, and
  8. Appendix C: Technical Proposal, Project Plan and Price Proposal submitted in response to Solicitation Name Solicitation #______(incorporated by reference).
  9. Appendix D: Solicitation Name Solicitation #______and associated documents (incorporated by reference).

f.Responsibilities for both parties are subject to change at the issuance of any future Solicitation Name task orders under Solicitation ______which are made a part of this agreement under Appendix E

10. Team Ordering Procedures. All prices charged the Government shall be at or below the prices of each Team Member’s GSA Schedule contract.

11. List of Open Market Items. The Team Member’s do not anticipate any Open Market Items under this agreement. If Open Market items are required, these items must clearly be delineated as such on all quotes and/or invoices.

12. Pricing and Costs. Unit prices/hourly rates shall be as specified in the price work sheets used to develop the Firm-Fixed Price for Phase I, and as specified in the SF 1449 and Price Schedule submitted to Solicitation Name in the Technical Proposal, Project Plan and Price Proposal in response to Solicitation #______dated Month XX, XXXX,

13. Independent Contractors. The Team Members shall remain independent contractors under the terms of this Teaming Agreement.

14. Invoicing and Payment. Team Lead agrees to issue a consolidated invoice Solicitation Name for Phase I work performed under the Firm-Fixed Price portion of the contract, collect payment, and remit payment to Team Member within one week of payment by Solicitation Name. Phase I revenue to each party will be based upon the internal cost worksheets used to arrive at the total proposed cost for Phase I.

15. Reporting of Sales and Industrial Funding Fee (IFF) Payment Responsibility. Each Team Member shall report its own sales under its GSA Schedule contract and pay its own Industrial Funding Fee (IFF), and will track sales all the way through the system by contract number to respond to IFF reporting requirements.

16. Warranties. Each Team Member shall be responsible for Warranties and Repairs for work performed pursuant to the delivery responsibilities specified in section 9 above. Any disputes shall be resolved between the Team Members, without any involvement of the Government.

17. Liabilities. Each Team Member is liable for the performance delivery requirements in Solicitation Name Solicitation #______as specified in section 9 above and as may be further clarified in Appendix C: Technical Proposal, Project Plan and Price Proposal submitted in response to Solicitation Name Solicitation #______(incorporated by reference).

18. Confidential Information. The Team Members agree to protect each Team Member’s and the client’s confidential information as described in the Mutual Non-Disclosure Agreement as previously signed and executed and effective Month XX, XXXX.

19. Replacement of Team Members. Either Team Member may be replaced for failure to perform designated delivery responsibilities. The team shall obtain approval of the Government prior to replacement of either Team Member.

20. Legal Relationship. Nothing in this Teaming Agreement shall constitute or create a joint venture of separate subsidiary of either Team Member.

21. Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other party and any member, director, officer, employee or agent thereof from and against any and all claims, liabilities, losses, expenses (including attorney’s fees and legal expenses related to such defense), fines, penalties, taxes or damages (collectively “Liabilities”) based on allegations which if true would constitute a breach of any of this Agreement.

Company ACompany B

______

Authorized SignatureAuthorized Signature

______

Name/Title - typed or printedName/Title - typed or printed

______

DateDate

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