36C10E21Q0027.docx

36C10E21Q0027

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

VA

36C10E21Q0027 12-16-2020 Kris Kelly 918-486-8649 01-11-2021 13:00

EST

00101 Department of Veterans Affairs Veterans Benefits Administration Office of Mission Support 1800 G. Street N.W.

Washington DC 20006 X X Y 611691

7.5 millon N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration TBD based on order

00101 Department of Veterans Affairs Veterans Benefits Administration Office of Mission Support 1800 G. Street N.W.

Washington DC 20006

All invoices must be emailed to:

Kris Kelly at tinie.kelly@va.gov David Wirtz at david.wirtz@va.gov Michael Duke at michael.duke@va.gov

See CONTINUATION Page A. The contractor shall furnish all supplies, materials, personnel, facilities, transportation and supervision to provide tutorial services for the Department of Veterans Affairs, Ft. Harrison, MT and Boise, ID, Vocational, Rehab and Employment Division. Services shall be provided in accordance with the contract terms and conditions set forth in herein B. This solicitation is a total Service Disabled Veteran Owned Small Business Set Aside. The contractor must be certified in CVE and active in VIP and SAM.gov at the time the offers are submitted.

$0.00 See CONTINUATION Page NA, BPA Obligation and order number TBD at time order is placed.

X

KRIS KELLY

VAVBA 14L2-0496

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PERFORMANCE WORK STATEMENT

SECTION I – BACKGROUND

A. INTRODUCTION

1. The Department of Veterans Affairs (VA) has authority, pursuant to Title 38 USC Chapters 18, 31, 35, and 36 to provide all services and assistance necessary to enable eligible Veterans with Service-Connected Disabilities (SCDs) to obtain and maintain suitable employment and if not employable, achieve independence in daily living to the maximum extent feasible. In the discharge of this responsibility, each Vocational Rehabilitation and Employment Service Division (VR&E) within the Fort Harrison VA Regional Office and the Boise VA Regional Office undertakes an initial evaluation of the Veteran to determine his or her entitlement for these services and assistance and develops, in cooperation with the Veteran, an Individualized Written Rehabilitation Plan (IWRP) of services.

2. The Veterans Benefits Administration (VBA), Department of Veterans Affairs (VA) is charged with providing educational assistance to SCD Veterans through VR&E services in achieving education goals and when necessary to provide tutorial assistance when additional support is required.

3. The Government anticipates a multi award Blanket Purchase Agreement (BPA).

B. QUALIFICATION REQUIREMENTS FOR TUTORING PROVIDERS

1. Tutors, in the performance of services under this contract, must be approved by the Contractor prior to the provision of any services under this contract. Tutors must, at a minimum, possess a bachelor's degree or higher-level degree from an accredited university. Transcripts shall be on file for review by the Fort Harrison Regional Office and Boise Regional Office to verify the educational qualifications of tutors providing assistance under this contract. Optimally, the degree should be in the same or similar area in which they are providing tutoring services. For example, someone providing Math tutoring should possess a degree in Mathematics, Engineering, Computer Science, or similar Math related field.

2. The Government reserves the right to examine and approve or disapprove the Contractor's staff based on information provided in transcripts and/or resumes.

SECTION II – SCOPE/PERFORMANCE REQUIREMENTS

A. GENERAL REQUIREMENTS

1. The contractor shall provide all services, materials, labor, tools, equipment, transportation, and supervision to provide Tutoring Services in accordance with this Performance Work Statement (PWS). All services shall be performed in accordance with the contract terms and conditions set forth herein. Ideally, the use of the Veteran's school textbooks should be used. The Contractor will provide instruction as set forth in paragraphs (3) and (4) below, during the period of performance prescribed on each referral made under this contract. The specific courses or areas of tutoring the contractor shall be required to provide services in shall also be stated on each referral form. This contract shall only apply to Veterans who are approved and designated by the Department of Veterans Affairs as being entitled to VR&E training under Chapter 31, Title 38. U.S.C.

2. The Contractor shall make contact with the Veteran within Four (4) calendar days of the date of the referral and shall commence the tutoring session as soon as the schedule of the Veteran permits. The Contractor will provide such courses of instruction at the fees indicated on Schedule B, Schedule of Prices.

B. SCOPE OF SERVICES

1. The Contractor will be required to provide tutoring at the college or vo-tech level in a wide variety of subjects including, but not limited to low to high levels of mathematics; English and Writing courses; Statistics and Economics courses; Biological Sciences, Anatomy, and Physiology courses; Chemistry and Physics courses; Nursing courses, Education courses, and miscellaneous Business courses. PLEASE NOTE THIS IS NOT A COMPLETE LIST OF SUBJECTS IN WHICH SERVICES MIGHT BE REQUIRED.

C. PERFORMANCE REQUIREMENTS/GOALS

1. As part of the services provided under this contract, the Contractor shall provide a written monthly report, for each month tutoring services have been provided. The tutor as well as the Veteran receiving the services, will be required to sign and date each of the monthly reports, lasting less than 30 calendar days, for each Veteran referred to the Contractor. The report shall describe the Veteran's progress in course for which the Contractor is providing tutoring.

2. The Contracting Officer/Contracting Officer Representative must also monitor the performance of the Contractor based on feedback from the Vocational Rehabilitation Counselor (VRC), Veteran/Service Member, and the Contractor Performance Plan.

SECTION IV – SPECIAL CONTRACT REQUIREMENTS

A. GENERAL REQUIREMENTS

1. The Contractor shall be aware of the following information and/or comply with the following requirements when providing service under this contract:

a. Unless otherwise specified, all timelines in the contract refer to calendar days.

b. All references to Veterans in this document also pertain to Service members who qualify for services.

c. No obligation will be incurred under this contract by the Government for any service or benefits provided to, or on behalf of a Veteran without prior authorization issued by the Contracting Officer Representatives (COR) or Contracting Officer. Under no circumstance may a contractor provide services in the absence of a referral for a specific Veteran. Under no circumstances may a contractor engage in outreach or other activities designed to solicit referrals.

d. For appointments/meetings that are missed or rescheduled by the Veteran, the Contractor shall notify the VR&E Counselor and the COR/Contracting Officer within 48 hours of the missed appointment.

e. Invoices and reports may be submitted at one time. VA will review deliverables within 5 business days of receipt and provide notification of acceptance or need for corrective action. Invoices will include certification of accepted deliverables.

f. All remaining tutoring hours expire if/when the Veteran withdraws from the course or when the Veteran notifies VR&E of intent to withdraw from the course (either self-executed or administratively by the school), or the class ends.

g. Reports shall only contain the Veteran’s name. Social Security numbers will not be released to the contractors.

B. PLACE OF TUTORING/PROVISION OF SERVICES

1. The tutoring shall be performed at the learning facility in which the Veteran/Service Member is enrolled. If the Veteran/Service Member is attending on-line or distant learning classes, the tutoring can be conducted in a public or local college library. If the vendor has office space available in the local area of which the tutoring shall take place, tutoring will be permissible at that location as long as it is approved prior to the signing the contract agreement. Virtual tutoring may also be performed.

2. The tutoring location shall meet all applicable requirements for accessibility mandated by the Americans with Disabilities Act of 1990, and subsequent amendments.

3. The tutoring shall not be performed in a Veteran/Service Members’ home or the tutor’s home.

C. GEOGRAPHIC COVERAGE

1. The contractor is required to meet the Veteran in a location that does not provide any undue transportation burden on the Veteran. No transportation funds are available to Tutors or Veterans.

2. The contractor may be required to provide services under this contract in any of the following geographic areas:

State of Montana All counties in Montana State of Idaho All counties in Idaho Any other subsequent area in the Western area as determined by need

D. INVOICING INSTRUCTIONS

1. The Contractor shall submit an original invoice to the address designated below. Invoices should be submitted in arrears per deliverable only once a month. Electronic invoicing to the Contracting Officer, is strongly encouraged to provide a prompt accurate payment. Invoices must also be sent to the VRC making the referral.

2. An invoice must include:

a. Address/POC to submit invoice or via email when provided by the VR&E Counselor.

US Department of Veterans Affairs Fort Harrison Regional VA Office

VR&E DIVISION (28)

P.O. Box 188 3633 Veterans Drive Fort Harrison, MT 59636

US Department of Veterans Affairs Boise VA Regional Office VR&E Division (28) 444 West Fort Street Boise, ID 83702

b. Name, telephone, email and complete address of the Contractor. Contractor shall also include their companies DUNS and TAX ID numbers.

c. Invoice date with contractor invoice number.

d. Contract number, task order number, contract line item number, referral order number, description of class (Example Elementary Algebra). Contractors must provide a separate invoice for each Veteran, signed by the Veteran and tutor.

e. Description, specific time/dates when billed services were rendered to Veterans, quantity, unit of measure, unit price and extended price of the service(s) rendered.

For example: Nov 1 (3 hours), 2 (3 hours), 3 (3 hours), 15 (3 hours), 16 (2 hours), 20XX. Tutoring Services for John E. Doe. 14 hours x $25 = $350.00

f. Name, title, and phone number of person to be notified in event of defective invoice.

g. Invoices must include the Veteran's name only as identification.

h. Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. § 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment.

i. Only invoices for services rendered in accordance with this contract may be submitted for payment.

j. Duplicate payment is not allowable and must be repaid to the VA if invoiced services were the result of duplicate billings, services that were not received by Veterans and/or do meet the requirements under the contract. Failure to meet requirements includes issues such as not meeting performance standards, not fully completing services specified in issued task orders, not submitting documentation of services related to VA accepted deliverables under the contract, or for services which cannot be confirmed as appropriate by Veterans.

D. PRIVACY PROTECTION RIGHTS

1. The Contractor shall advise the Veteran of the Protection of Privacy, before tutoring services commence, and have the Veteran sign VA Form 28-8739a, Protection of Privacy Information Statement (to be provided upon assignment of each task with original to file and copy to the Veteran).

2. If the Veteran declines to sign the statement, but opts to continue the tutoring services, the fact that he/she has been orally advised of the contents of the Protection of Privacy Statement shall be documented in the Contractor's report and the tutoring services may continue.

3. Invoices must include the Veteran's name only as identification.

E. VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY REQUIREMENTS

1. GENERAL: All Contractors, their personnel, and their subcontractors shall be subject to the same Federal security and privacy laws, regulations, standards and VA policies as VA, including the Privacy Act, 5 U.S.C. §552a, and VA personnel, regarding information and information system security. Contractors must follow policies and procedures outlined in VA Directive 6500, Information Security Program which is available at: http://www1.va.gov/vapubs and its handbooks to ensure appropriate security controls are in place.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS: The Contractor will not have access to VA Information and/or VA Information Systems. The C&A Requirements do not apply and a security accreditation package is not required.

3. VA INFORMATION CUSTODIAL REQUIREMENTS: VA information provided to the Contractor for either the performance or administration of this BPA shall only be used for those purposes. No other use is permitted without the Contracting Officer's express written authorization. This clause expressly limits the Contractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d)(1). The Government shall retain the rights to all data and records produced in the execution or administration of this BPA.

VA information will not be co-mingled with any other data on the contractors/subcontractor’s information systems/media storage systems in order to ensure VA requirements related to media sanitization can be met. VA also reserves the right to conduct on-site inspection of information destruction/media sanitization procedures to ensure they are in compliance with VA policy requirements.

Prior to termination or completion of this BPA, Contractor will not destroy information received from VA or gathered or created by the Contractor in the course of performing this BPA without prior written approval by the CO. A Contractor destroying data on VA's behalf must do so accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, and applicable VA Records Control Schedules

Contractor will receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of this BPA and applicable federal and VA information confidentiality and security laws, regulations and policies. Applicable federal information security regulations include all Federal Information Processing Standards (FIPS) and Special Publications (SP) issued by the National Institute of Standards and Technology (NIST). If federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the BPA, or if NIST issues or updates applicable FIPS after execution of this BPA, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies, including FIPS or SP, in this BPA.

Contractors collecting, storing, or disseminating personal identifiable information (PII) or protected health information (PHI) data must conform to all pertinent regulations, laws, and VA directives related to privacy. Contractors must provide access for VA privacy reviews and assessments and provide appropriate documentation as required.

The Contractor shall not make copies of VA information, electronic or otherwise, except as necessary to perform the terms of the agreement or to preserve electronic information stored on Contractor electronic storage media for restoration in case any electronic equipment or data used by the Contractor needs to be restored to an operating state.

If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the BPA, it shall be sufficient grounds for VA to terminate the BPA for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

The Contractor will store, transport or transmit VA sensitive information in an encrypted form, using a VA-approved encryption application that meets the requirements of NIST's FIPS 140-2 standard.

The Contractor's firewall and Web services security controls, if applicable, shall meet or exceed VA's minimum requirements. VA directives are available on the VA directives Web site at http://ww1.va.gov/vapubs/.

Except for uses and disclosures of VA information authorized by this BPA for performance of the BPA, the contractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA's prior written approval. The contractor will refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA Contracting Officer for response.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Tutor services for Ft. Harrison MT VARO Contract Period: Base POP Begin: 02-01-2021 POP End: 01-31-2022

Tutor Services for Boise, ID VRE Contract Period: Base POP Begin: 02-01-2021 POP End: 01-31-2022

Tutor services for Ft. Harrison, MT VRE Contract Period: Option 1 POP Begin: 02-01-2022 POP End: 01-31-2023

Tutor services for Boise. ID VRE Contract Period: Option 1 POP Begin: 02-01-2002 POP End: 01-31-2023

Tutor Services for Ft. Harrison, MT VRE Contract Period: Option 2 POP Begin: 02-01-2023 POP End: 01-31-2024

Tutor services for Boise, ID VRE Contract Period: Option 2 POP Begin: 02-01-2023 POP End: 01-31-2024

Tutor Services for Ft. Harrison, MT VRE Contract Period: Option 3 POP Begin: 02-01-2024 POP End: 01-31-2025

Tutor services for Boise, ID VRE Contract Period: Option 3 POP Begin: 02-01-2024 POP End: 01-31-2025

Tutor services for Ft. Harrison, MT VRE Contract Period: Option 4 POP Begin: 02-01-2025 POP End: 01-31-2026

Tutor services for Boise, ID VRE Contract Period: Option 4 POP Begin: 02-01-2025 POP End: 01-31-2026

B.3 DELIVERY SCHEDULE

300.00

350.00

300.00

350.00

300.00

350.00

300.00

350.00

300.00

350.00

B.4 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.5 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact:

Alternate Point of Contact:

DUNS NUMBER:

Cognizant Office (Include complete address):

Department of Veterans Affairs Veterans Benefits Administration Office of Mission Support 1800 G. Street N.W.

Washington DC 20006

B.6 PRICING DATA

1. The prices included on the BPA list (or applicable "discounted" rates submitted in a proposal response to an RFQ resulting in award) that are in effect on the effective date of an order shall govern that order's basic performance period. With regard to any option years, which are later exercised, the proposed option year rates as incorporated into the order award are in effect until such time, if applicable, that the contractor has been authorized a rate increase culminating from a negotiation with the Contracting Officer.

2. The BPA holder can voluntarily reduce offered prices at any time by giving 24-hour advance notice (by facsimile or electronic-mail) to the Department of Veterans Affairs/Contracting Officer. This BPA also allows for additional discounts if a "large order" is placed at one time. An advanced notice is not required for discounts offered for only an individual order. Whether an order is large enough to warrant such a discount is subject to the discretion of the BPA holder.

3. The BPA holder may also increase BPA prices at any time. Any BPA price increase shall not take effect until the Department of Veterans Affairs Contracting Officer receives written notification (U.S. mail, facsimile, or electronic-mail). Any order already issued shall not be affected by any change to BPA pricing. The prices offered under this BPA will undergo annual review by the Department of Veterans Affairs Contracting Officer.

B.7 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 60 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

B.8 SEGREGATION OF COSTS

a. The "Payments under Time-and-Materials and Labor-Hour Contracts" clause provides for reimbursement to the contractor of costs incurred for certain items and services purchased directly for the contract, subject to certain limitations set forth in the clause. Such items may include the lease/purchase of equipment, travel expenses for Government- directed travel, consumable materials, tuition and registration fees for specialized training, and other services or items acquired for the Government's account under the Government Property clause. The items and services which the BPA holder is authorized to purchase on a cost- reimbursement basis shall be limited to only those specific items and services described in the order(s) issued to the BPA holder as authorized for purchase.

b. The BPA holder shall segregate costs associated with materials and other items authorized to be purchased on a cost-reimbursement basis (to be specified in each order) from other costs associated with the performance of this contract in such a manner that at any time the costs subject to reimbursement under each order shall be readily ascertainable.

c. The "Ceiling Price" referred to in the "Payments under Time and Materials and Labor-Hour Contracts" clause shall be the ceiling price as stated in each order.

B.9 GENERAL SERVICES ORDERS

a. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Objectives (SOO) or the Performance Work Statement (PWS) within the terms specified and at the price(s) stated.

b. It is understood and agreed that the BPA holder shall provide Fixed-Price proposals when requested by the Contracting Officer (CO). The contractor's proposal shall be priced using labor rates and labor categories here in provided. The CO will issue Fixed Priced Orders upon completion of negotiations of contractor proposals.

B.10 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

B.11 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $3,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $250,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.12 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.13 PERIOD OF PERFORMANCE

This BPA expires on 01-31-2022 or such later ending date as determined by the exercise of any option.

B.14 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

VBA Warranted Contracting Officers

B.15 LABOR HOUR ORDERS

a. It is intended that the majority of orders issued for performance under this BPA will be Fixed-Priced Orders. However, on occasion Labor Hour Orders may be issued. This section applies to such orders only.

b. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Objectives (SOO) or the Performance Work Statement (PWS) within the terms specified and at the price(s) stated. All orders will be issued and modified at the labor rates in effect at the time the work is performed.

c. It is understood and agreed that the BPA holder shall use in the performance of the contract the labor categories and hours specified in each order.

d. The labor categories and hours specified in each order represent the current best estimate of the services to be performed. To enhance flexibility and to allow the BPA holder to determine the optimum labor mix for the order the BPA holder may without notice to the Government, increase or decrease the number of hours for each category specified in the individual order by no more than 0%%. These adjustments are allowable only to the extent that the ceiling price and the total number of hours of the labor CLIN(s) are not exceeded. The BPA holder will not be paid more than the ceiling price of any individual order.

e. Government Reimbursement of BPA Holder-Incurred Training Costs in Support of Mission-Unique Department of Veterans Affairs Requirements. BPA holder\personnel are required to possess all the skills necessary to support at least the minimum requirements of the Performance Work Statement (PWS) tasking for the labor category under which they are performing. Training to meet such minimum requirements must be provided by the BPA holder and is included in the fixed price labor rates. In situations where the "Government User" being supported by an order under the basic contract requires some "unique" level of support beyond the minimum requirements of the PWS because of program/mission-unique needs, then the BPA holder may directly charge the order (in the same manner as one might charge work-related TDY expenses) in order to obtain the unique training required for successful support if authorized in the order. Such education/training might be provided by Government entities or by "third party" private entities such as companies who specialize in providing professional or specialized training/education seminars/classes. Direct labor expenses, and travel related expenses allowable under the Joint Travel Regulations (JTR), may be allowed to be billed on a cost reimbursement basis. Tuition/Registration/Book fees (costs) that may be applicable to an individual course/seminar may be recoverable as a direct cost if specifically authorized in a particular order. Documentation (in the form of a Department of Veterans Affairs Program Office signed memorandum that such contemplated labor, travel, and costs to be reimbursed by the Government are mission essential and in direct support of "unique" or special Program Office requirements) will be required to support the billing of such costs against the order, which authorized payment, therefore.

f. In the event the BPA holder expends fewer hours than set forth in the individual order, the total order shall be adjusted to reflect the actual number of hours expended and the final order price. In no case will the final price exceed the ceiling price of the order.

g. Notwithstanding any other provision, the BPA holder shall maintain sufficient accounting records for verification of the hours and categories of labor incurred in the performance of each order. It is further understood and agreed that the accounting records shall be available for Government review during the performance of the contract and until three years after final payment under the contract. In the event subcontract labor is included in the labor effort contained in paragraph (c) above, the foregoing records provisions shall be included in all applicable subcontracts.

h. Payment under individual orders for CLINs (to be specified in order) will be in accordance with FAR 52.232-7 entitled "Payments under Time-and-Materials and Labor-Hour Contracts." Withholding of amounts due as contemplated by the clause will apply to the total contract and not to individual orders. Withholding will not exceed $50,000.00 for the entire contract, regardless of the number of orders issued against the contract, and will apply to the first order and continue until the maximum withholding amount is reached. To facilitate closeout of early orders, the amount withheld may be transferred to any subsequent active order. Ceiling price, as used in the clause, applies to each individual order, not to the total contract.

B.16 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.17 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

KRIS KELLY

The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

David Wirtz, COR 3633 Veterans Drive, Ft. Harrison, MT 69636 406-495-2012

Michael Duke 444 West Fort Street Boise, ID 83702 208-429-2209

The Primary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.18 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided and no charges will be incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

B.19 PROHIBIT ACTIVITIES

The BPA holder shall not perform tasks under any resultant order which involve the following:

(a) preparation of any statement of requirements, objectives, or needs to be procured by the Government for Tutor services, whether to be acquired by future orders under the program, or by any other contract action at Department of Veterans Affairs;

(b) evaluation of the qualifications of a potential source or any proposal for a contract or order by the Government for Tutor services or any other supplies or services;

(c) formulation of "best value" criteria, acquisition plans, solicitations or strategies for the purchase of Tutor-like services;

(d) preparation of documentation for future orders for Tutor services.

B.20 PERFORMANCE

The following terms and conditions are applicable:

a. All services will be initiated within 4 calendar days following receipt of a valid order, unless otherwise specified in the order.

b. The BPA holder shall be familiar with Federal Government and Department of Veterans Affairs acquisition regulations, directives and instructions. If a particular document is required in a specific order, it will be cited within the order's PWS.

c. The BPA holder shall not provide technical direction to any other acquisition BPA holder(s) or government personnel at any time. Neither shall the Government directly supervise BPA holder employees. The BPA holder Task Leader should conduct day to day supervision of BPA holder personnel wherever the BPA holder personnel are located. All direction of the BPA holder shall be through the Contracting Officer (CO) of the ordering organization specified in each individual order. Technical "tasking" assignments for the BPA holder will be transmitted by the program office's COR (or program manager) to the BPA holder's Task Leader.

d. The "ordering period" will run from BPA award to 01-31-2022, or until such ending date of any option year, which may be exercised under the Agreement. The "performance period" will terminate with the end of the BPA, unless the ordering CO elects to extend performance as provided under the BPA. If the ordering CO elects to extend performance beyond the end of the BPA, he/she may extend performance up to six (6) months beyond the end of the order period.

e. Capitalization Requirements: The BPA holder shall provide their employees sufficient computer equipment to support orders. The BPA holder shall be able to support the automatic transmission of unclassified data only to the requiring Program Office by modem if so requested. Any computers connected to, or transmits to (connected or via magnetic media) the government shall be properly protected from computer viruses. The BPA holder shall be capable of supporting the software packages utilized by Department of Veterans Affairs for the indicated processors. Specific software packages utilized within a program office shall be stated in the order PWS if it is other than Microsoft Office Professional or Microsoft Project.

f. Cancellation: This BPA may be canceled if the BPA holder fails to perform in accordance with the terms and conditions of this BPA, any order established under this BPA, or if deemed as in the best interests of the Government. The BPA holder must strictly comply with all terms and conditions or the Department of Veterans Affairs/ Contracting Officer may determine that performance by the BPA holder has been unsatisfactory and cancel this BPA.

B.21 INVOICES

a. Inspection and acceptance shall be accomplished as follows: The Government, for all services furnished under any resulting order, hereby designates the COR in the program office as the point of final inspection and acceptance. The BPA holder will submit each invoice, including all back-up data, to the Contracting Officer (CO) for review and signature. When the CO receives an accurate and complete invoice, he/she will return a signed copy to the BPA holder within five (5) working days. If the invoice is incomplete or inaccurate, the CO will return the unsigned invoice to the BPA holder for correction. The Contracting Officer will then forward the signed invoice to the Chief Financial Officer (CFO) for payment. Final payment for each order will be accomplished by final invoice accompanied by a receiving report.

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. "Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.22 PRECEDENCE

36C10E21Q0027 The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions.