Part 537 - Service Contracting

Subpart 537.1 - Service Contracts—General

537.101 Definitions.

537.102-70 Application of performance-based acquisition (PBA) policy for leases and leasehold

interests in real property.

537.104 Personal Services Contracts.

537.106 Funding and term of service contracts.

537.110 Contract clauses.

Subpart 537.2 - Advisory and Assistance Services

537.201 Definitions.

537.204 Guidelines for determining availability of personnel.

537.270 Contract clause.

Subpart 537.5 - Management Oversight of Service Contracts

537.504 Contracting officials' responsibilities.

Subpart 537.6 - Performance-based Acquisition

537.601 General.

Subpart 537.70 - Unmanned Aircraft Systems (UAS) Services

537.7001 Definitions.

537.7002 Policy.

537.7003 General.

Parent topic: General Services Administration Acquisition Manual

Subpart 537.1 - Service Contracts—General

537.101 Definitions.

“Contracts for building services” means contracts for services relating to the operation and

maintenance of a building (e.g., janitorial, window washing, snow removal, trash removal, lawn and

grounds care), inspection, maintenance, repair or replacement of building systems or equipment

(e.g., elevators, air-conditioning, heating systems, and protection or guard service).
537.102-70 Application of performance-based acquisition (PBA) policy for leases and

leasehold interests in real property.

GSA contracting activities are not required to use PBA methods for leases and leasehold interests in

real property. However, contracting activities are not precluded from using PBA methods when

contracting for leases or leasehold interests in real property if using PBA best meets the

Government’s needs.

537.104 Personal Services Contracts.

(a) General. GSA is generally not authorized to award personal service contracts. Personal services

contracts are often triggered by perception, in particular when it is hard to differentiate between

contractor employees and Federal employees. GSA contracting activities should avoid engaging in

personal services contracts as described in FAR 37.104, unless excepted (see paragraph (b)), and

work to establish and administer contracts such that the risk of the appearance of personal service

contracts is mitigated and documented in the file. For more information on how to administer

service contracts and avoid inappropriate personal service contract perception, see 537.504.

(b) Exceptions. There are limited exceptions in which GSA may actively engage in personal service

type contracts:

(1) A contracting officer may enter into a personal services contract if the acquisition is being

conducted on behalf of another agency who has statutory authority to enter into personal service

contracts specific to that acquisition The contracting officer must obtain the written concurrence of

the Office of Legal Counsel and the Contracting Directors prior to issuing a solicitation.

(2) A contracting officer may enter into a personal services contract for GSA use only after obtaining

the written concurrence of the Office of Legal Counsel and of the Contracting Director. See

FAR 37.104(e) and GSA Order ADM 5000.4, Office of General Counsel Legal Review.

(3) GSA has authority to enter into contracts for personal services for Information Technology, per

40 USC 321(c)(1)(A)(iii), only when the contract is less than one year in duration, after meeting the

requirements above.

(c) Delegating Responsibilities. Contracting officers must ensure any contracting officer's

representative (COR) delegation letter includes language regarding personal service contract

responsibilities. Standard delegation language can be found on GSA's Acquisition Portal at

https://insite.gsa.gov/acquisitionportal.

537.106 Funding and term of service contracts.

517.101 identifies GSA-specific statutory authority for multiyear contracts for certain services.

537.110 Contract clauses.

(a) Contracts for building services. Except for solicitations and contracts for building services placed

under FAR subpart 8.7, insert the clause at 552.237-71, Qualifications of Employees, in solicitations
and contracts for building services that are anticipated to exceed the simplified acquisition

threshold.

(b) Contracts for guard services. Insert the clause at 552.237-72, Prohibition Regarding “QuasiMilitary Armed Forces,” in solicitations and contracts for guard services.

Subpart 537.2 - Advisory and Assistance Services

537.201 Definitions.

As used in this subpart—

Evaluation or analysis of a proposal means proposal evaluation as described in FAR 15.305. It

includes: Cost or price evaluation using cost or price analysis, as defined in FAR 15.404.

Proposal means a proposal submitted for an initial contract award. (See FAR 37.203(d)). It does not

include proposals submitted after contract award, such as value engineering proposals, proposals

related to contract modifications, claims, or other contract administration actions.

Readily available means that employees with the requisite training and capability are employed by

the agency, capable of handling additional work relating to other duties as assigned by management,

and that the travel and other costs associated with using covered personnel does not exceed the

projected cost of a contract for evaluation and analysis services.

Requisite training and capability means training and capability necessary to successfully perform

the task or contract at issue in the time and in the manner required. It may include relevant

experience, recent performance of work of similar size and scope, specific training and other factors

that the contracting officer determines are necessary to the successful performance of the task or

contract at issue.

537.204 Guidelines for determining availability of personnel.

(a) Authority. The contracting officer is authorized to make the determinations required by FAR

37.204 unless the HCA designates another agency official.

(b) Policy. The contracting officer, or the HCA’s designee, must make the determination whether

GSA personnel with the requisite training and capabilities are readily available to perform the

evaluation or analysis before issuing a solicitation which includes evaluation and analysis services

(see FAR 37.205).

(c) Identifying qualified personnel. The contracting officer, or the HCA’s designee, must base the

determination on information received in response to a survey conducted as follows:

(1) If the estimated cost of evaluation and analysis services to be obtained under a contract or order

is less than the micropurchase threshold, the administrative cost and time associated with

conducting the search and other costs, such as travel, will likely exceed the cost of providing the

services under the contract or order. In this case, the survey need only include the appropriate

Assistant Commissioner, Assistant Regional Administrator, or designee within the contracting
organization at the location where the services are to be performed.

(2) If the estimated cost of the evaluation and analysis services to be obtained under a contract or

order is expected to exceed the micropurchase threshold, the survey must include all of the

following:

(i) The appropriate Assistant Commissioner, Assistant Regional Administrator, or designee at the

location where the services are to be performed, and managers within other GSA Regions and

Central Office of the contracting organization.

(ii) Other Federal agencies that are reasonably expected to have covered personnel with the

requisite training and capability at the location where the services are to be performed.

(d) Decisions on availability of personnel. The contracting officer, or the HCA’s designee, should

request that decisions on availability be made by a management official at a level higher than the

employee’s immediate supervisor.

(e) Documentation. The determination required by FAR 37.204 may be incorporated in the

acquisition plan or made a part of another document prepared in the normal course of a

procurement action. The file should, at a minimum, describe:

(1) Who was surveyed and a summary of the responses received;

(2) The circumstances requiring the use of outside evaluators;

(3) Actions GSA will take to avoid organizational or other conflicts of interest under FAR 9.5; and

(4) The competitive relationship between prospective offerors, including proposed subcontractors,

and the prospective evaluator(s).

(f) Indefinite delivery contracts for evaluation and analysis services. You may issue an indefinite

delivery contract for evaluation and analysis services if there is a reasonable expectation that there

will be occasions when personnel with the requisite training and capabilities will not be readily

available to perform the evaluation and analysis services covered by the contract.

(1) Before issuing a solicitation for an indefinite delivery contract, the appropriate agency official

should first assess the ability of the Federal Supply Schedule Program to support the need and

consider manpower and workload projections over the proposed contract period. This should help

avoid unnecessarily incurring the cost of soliciting offers and awarding a contract. Document the

acquisition file accordingly.

(2) The appropriate agency official should establish procedures for making determinations

regarding particular evaluations before orders are placed under the contract.

537.270 Contract clause.

Insert the clause at 552.237-73, Restriction on Disclosure of Information, in solicitations and

contracts for proposal evaluation and analysis services.
Subpart 537.5 - Management Oversight of Service Contracts

537.504 Contracting officials' responsibilities.

(a) Below is a non-exhaustive list of techniques the acquisition team can use to effectively manage

and oversee service contracts, while avoiding the appearance of prohibited personal service

contracts described in FAR 37.104(d)—

(1) Identification. Have contractor staff clearly identify themselves as contractors in both email

signature lines and identity badges.

(2) Communication of roles and responsibilities. During the contract kickoff meeting let the

contractor and their personnel know how work assignments will be communicated and who should

be included in the communication.

(3) Clear terms and conditions. Clearly define performance roles, expectations, and deliverables in

the terms and conditions of the contract. Have terms and conditions specify that the contractor

supervise their staff onsite when feasible.

(4) Contract type. Firm fixed price (FFP) contract type is preferable for work performed that could

have the appearance of personal services, since other contract types require more Government

oversight which could lead to the appearance of personal services; however all contract types are

susceptible to perceptions that can prompt personal services.

(5) Limit who can assign work. Contractor assignments should be communicated by the contracting

officer, or COR, directly to one representative for the contractor (such as a contractor's team lead or

program manager).

(6) Avoid ad hoc work assignments. Avoid ad hoc work assignments which can create a personal

services relationship, and may also cause "scope creep" to the contract, which places the

Government at risk of a future claim.

(7) Do not provide managerial or administrative support to contractors. To avoid the appearance of

personal services, do not approve contractor staff's performance plans or leave.

(8) Computer system access. Avoid personal services by limiting the electronic systems, and roles

within systems, that contractors may have access to (e.g., do not provide approval access in any

system in which there may be an obligation of funds, such as a contract writing system).

Subpart 537.6 - Performance-based Acquisition

537.601 General.

Contracting Officers are encouraged to use the Steps to Performance-Based Acquisition (SPBA)

available at https://buy.gsa.gov/spba.
Subpart 537.70 - Unmanned Aircraft Systems (UAS) Services

537.7001 Definitions.

As used in this subpart—

"Adversary country", as defined in Executive Order 13981, means the Democratic People's Republic

of Korea, the Islamic Republic of Iran, the People's Republic of China, the Russian Federation, or, as

determined by the Secretary of Commerce, any other foreign nation, foreign area, or foreign nongovernment entity engaging in long-term patterns or serious instances of conduct significantly

adverse to the national or economic security of the United States.

"Drones", terminology commonly used to refer to unmanned aircraft, unmanned aircraft system, or

covered unmanned aircraft system—

(a)“Unmanned Aircraft”, as defined in 14 CFR Part 1, means an aircraft operated without the

possibility of direct human intervention from within or on the aircraft. Unmanned Aircraft is

synonymous with UAS.

(b)“Unmanned Aircraft System”, as defined in 14 CFR Part 1, means an unmanned aircraft and its

associated elements (including communication links and the components that control the unmanned

aircraft) that are required for the safe and efficient operation of the unmanned aircraft in the

airspace of the United States. UAS is commonly referred to as “drones”.

(c)“Covered Unmanned Aircraft System (UAS)”, as defined in Executive Order 13981, means any

UAS that:

(1)is manufactured, in whole or in part, by an entity domiciled in an adversary country;

(2)uses critical electronic components installed in flight controllers, ground control system

processors, radios, digital transmission devices, cameras, or gimbals manufactured, in whole or in

part, in an adversary country;

(3)uses operating software (including cell phone or tablet applications, but not cell phone or tablet

operating systems) developed, in whole or in part, by an entity domiciled in an adversary country;

(4)uses network connectivity or data storage located outside the United States, or administered by

any entity domiciled in an adversary country; or

(5)contains hardware and software components used for transmitting photographs, videos, location

information, flight paths, or any other data collected by the UAS manufactured by an entity

domiciled in an adversary country.

537.7002 Policy.

(a)Executive Order (E.O.) 13981, “Protecting the United States From Certain Unmanned Aircraft

Systems”, states that it is the policy of the United States to prevent the use of taxpayer dollars to

procure UAS that present unacceptable risks and are manufactured by, or contain software or

critical electronic components from, foreign adversaries.
(b)GSA Information Technology (IT) Security Procedural Guide CIO-IT Security-20-104,

“Drones/Unmanned Aircraft Systems (UAS) Security” outlines the process for ensuring UAS security

at GSA. The Chief Information Office (CIO) policies are available at https://insite.gsa.gov.

(c)GSA Order OAS 5615.1, “GSA Unmanned Aircraft Systems (UAS) Policy” describes the policy for

GSA’s ownership and use of UAS. GSA Orders are available at https://gsa.gov/directives-library.

537.7003 General.

(a) GSA employee use of UAS. GSA is prohibited from owning and procuring UAS (commonly

referred to as “drones”) for use by GSA employees.

(b) GSA-funded acquisitions that use UAS. GSA may contract for services that use ancillary UAS. For

any contract, order, agreement, purchase card transaction, or purchasing mechanism used for GSAfunded acquisitions for services that use ancillary UAS services, the requirements office must.

(1)Specify in the contract language that:

UAS will not be owned or used exclusively by GSA; and,

(The contractor will comply with the requirements of all applicable FAA regulations including but

not limited to 14 CFR Part 107 “Small Unmanned Aircraft Systems”

(https://www.ecfr.gov/current/title-14/chapter-I/subchapter-F/part-107).

(2)Ensure that the UAS is not a covered UAS.

(3)Ensure all UAS are registered and authorized for use through the process detailed in the GSA

Information Technology (IT) Security Procedural Guide CIO-IT Security-20-104, “Drones/Unmanned

Aircraft Systems (UAS) Security”.

UAS registered and authorized for use. UAS that is registered and authorized for use can be found

at the GSA Enterprise Architecture Analytics and Reporting (GEAR) application (https://ea.gsa.gov/).

Utilizing GEAR will ensure the procurement does not violate the prohibition at 537.7002(a).

Request for new UAS. For new UAS not already registered and authorized for use in the GEAR

application (https://ea.gsa.gov/), follow the instructions in the “GSA IT Security Procedural Guide

CIO-IT Security-20-104, “Drones/Unmanned Aircraft Systems (UAS) Security”.

(4)Review and incorporate the applicable sections, requirements, and best practices of “GSA IT

Security Procedural Guide CIO-IT Security-20-104, “Drones/Unmanned Aircraft Systems (UAS)

Security” in the statement of work or equivalent. This includes:

(i)UAS Operator Approval and Recertification;

(ii)Installation and use of UAS software and firmware;

(iii)Securing UAS operations;

(iv)UAS data storage and transfer; and,
(v)Approval of UAS platforms.

(5)Coordinate pre-award solicitations with IS-Contracts-Review@gsa.gov for GSA IT review and

approval of the applicable sections, requirements, and best practices for the ancillary UAS services,

see also 539.101(b) for CIO coordination involving the acquisition of information technology.

(6)Review and incorporate the applicable sections and requirements of GSA Order OAS 5615.1,

“Unmanned Aircraft Systems (UAS) Policy”.

(c) Assisted acquisitions that use UAS. The requesting agency is responsible for ensuring that its

UAS policy and operational guidance has been established and is followed. As the servicing agency,

the GSA contracting officer should confirm the existence of the requesting agency’s policy and

operational guidance by documenting it in the interagency agreement or through a separate

document included in the contract file.