52.237-3 Continuity of Services
Source: FAR 52.237-3 on acquisition.gov
FAR 52.237-3 requires contractors to ensure seamless service transitions by cooperating with successors, supporting personnel transfers, and maintaining service levels during contract phase-in and phase-out periods.
Overview
FAR 52.237-3, Continuity of Services, ensures that essential government services provided under contract continue seamlessly during the transition between contractors or to government performance. The clause requires the outgoing contractor to cooperate fully in the transition process, provide training to the successor, and maintain service levels during the phase-in/phase-out period. It also outlines the contractor’s obligations regarding personnel and the reimbursement of reasonable transition costs.
Key Rules
- Transition Cooperation
- Contractors must provide phase-in training and cooperate to ensure an orderly and efficient transition to a successor.
- Phase-In/Phase-Out Services
- Upon written notice, contractors must provide transition services for up to 90 days post-contract and negotiate a transition plan with the successor, subject to Contracting Officer approval.
- Personnel Support and Records
- Contractors must allow key personnel to remain during the transition, disclose necessary personnel records, and facilitate interviews and transfers if employees agree.
- Reimbursement of Costs
- Contractors are entitled to reimbursement for reasonable transition costs and a pro rata fee for phase-in/phase-out activities.
Responsibilities
- Contracting Officers: Issue written notice for transition services, approve transition plans, and oversee compliance.
- Contractors: Provide training, cooperate in transition, maintain service levels, support personnel transfers, and document costs for reimbursement.
- Agencies: Ensure continuity of vital services and monitor contractor compliance during transitions.
Practical Implications
- This clause exists to prevent service disruptions during contract transitions, which is critical for mission-essential operations.
- Contractors must plan for and allocate resources to support transitions, including personnel and documentation.
- Common pitfalls include inadequate transition planning, failure to maintain service levels, and disputes over reimbursable costs.
As prescribed in 37.110(c), insert the following clause:
Continuity of Services (Jan 1991)
(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to-
(1) Furnish phase-in training; and
(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.
(b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.
(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.
(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.
(End of clause)