36C10F26R0045.docx

36C10F26R0045

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C10F26R0045 10-16-2026 Kevin Armillotti; Kevin.Armillotti@va.go 11-16-2026

12:00 PM

EDT

36C10F Department of Veterans Affairs Office of Construction and Facilities Management (00CFM3B) 1425 Tri-State Parkway, Suite 140 Gurnee IL 60031 X X 531210 $15 Million N/A X See Delivery Schedule

36C10F Department of Veterans Affairs Office of Construction and Facilities Management 425 Tri-State Parkway, Suite 140 Gurnee IL 60031

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Real Estate Acquisition Support Services Contractor support for the Office of Real Property (ORP), Contracting staff and other VA real property and leasing officials, as needed, in the acquisition of leasehold interests and other leasing actions.

Please read all documents in their entirety as there have been changes due to questions and feedback from the draft

RFP.

This is a 100% set-aside for SBA certified Service Disabled Veteran Owned Small Businesses. All Offerors must be SBA certified at the date of RFP submittal as well as time of the date of award.

Questions are due no later than Tuesday, October 27, 2026, at 10:00 AM EDT.

See CONTINUATION Page X X Kevin Armillotti Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT:

OFA NBC IDIQ Contracting Officer (36C10F) Department of Veterans Affairs Office of Construction and Facilities Management (00CFM3B) 1425 Tri-State Parkway, Suite 140 Gurnee IL 60031

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT

A. Introduction The U.S. Department of Veterans Affairs (VA) provides space for VA employees and clients for medical and medical related services, as well as research, warehouse and administrative offices. The Office of Construction and Facilities Management (CFM) is the implementation arm of VA’s leased and owned property portfolio, with three Administrations as its clients: Veterans Health Administration (VHA); National Cemetery Administration (NCA); and Veterans Benefits Administration (VBA). CFM satisfies client space requirements through competitive lease procurement actions. VA leases space in both rural and urban areas throughout the United States, District of Columbia and U.S. territories (American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands).

Within CFM, the Office of Real Property (ORP), Lease Execution – Large (LE-L), Lease Execution – Small (LE-S), and Lease Delivery (LD) Divisions, are the entities responsible for management of lease procurement activities. ORP’s Project Managers (PM) and Lease Contracting Officers (LCO) utilize the services of real estate brokers for lease acquisition projects. Broker services are essential to support effective communication between ORP and Offerors in procurements; provide expertise in market research and commercial real estate transactions and financing; data and documentation organization, assembly and storage; and increased efficiency in Contracting actions for projects that involve multiple vendors.

VA leases space by delegation of authority from the General Services Administration (GSA) on a project-by-project basis. Federal laws and regulations require the Government to procure leased space utilizing competitive procedures, unless otherwise justified.

One of the goals of this Contract is to provide consistency in policies and procedures for ORP lease acquisition services within the Regions identified in Attachment K, Region Coverage Areas. For purposes of this solicitation and resulting Contracts, a Region is a geographic coverage area that aligns with a Veterans Integrated Service Network (VISN), as identified in Attachment K, Region Coverage Areas. The term “Region” is used in this solicitation for Contracting, proposal, award, and Task Order (TO) administration purposes.

VA intends to establish multiple-award IDIQ Contracts for broker services within each Region. Lease acquisitions will be supported by Contractors awarded for the Region in which the lease requirement is located, subject to the ordering procedures of this Contract.

Attachment E, Exhibit 5, Forecast of Potential Broker Projects by Region, is provided for planning and informational purposes only. The forecast identifies potential lease-acquisition projects that may require broker support during the ordering period and is organized by Region. The forecast does not constitute a solicitation, guarantee, minimum quantity, commitment, representation that any project will be funded, issued, competed, awarded, modified, or completed, or a basis for any claim against the Government. Project information, including project type, location, size, schedule, lease term, estimated value, and other characteristics, may change or may not result in a Task Order. The applicable Task Order Solicitation, Task Order, Request for Lease Proposals, and other controlling Government documents will govern any actual requirement.

Lease acquisitions follow the procedures stated in this document in addition to the General Services Acquisition Manual (GSAM), Federal Acquisition Regulations (FAR), VA Acquisition Regulations (VAAR), and all Laws and Executive Orders that pertain to federal leasing as identified in Attachment A, Exhibit 1, Laws and Regulations, which may be updated during Contract performance.

The Performance Work Statement (PWS) conforms with all GSA, VA, and FAR regulations and procedures for a federal lease acquisition.

Contractors operating under this PWS agree to adhere to all relevant GSA and VA leasing policies. This includes, but is not limited to, compliance with the GSA Leasing Desk Guide (GSA LDG) and the VA Supplement to the GSA Leasing Desk Guide (VA Supplement to LDG). Contractors are responsible for ensuring their leasing activities conform to these guidelines and for maintaining full compliance throughout the life of the Contract. The following links are provided for reference and may be updated or supplemented by the Government during Contract performance:

· GSA LDG: https://www.gsa.gov/real-estate/leasing/leasing-guidance

· VA Supplement to LDG: https://department.va.gov/construction-and-facilities-management/real-property/va-lease-supplement/ The Contractor shall perform in accordance with the PWS, this Contract, applicable Task Orders, and applicable GSA and VA policies, procedures, guidance, and requirements, as amended or updated. Only the IDIQ Contracting Officer (CO) or TO CO within delegated authority, may modify this Contract or an applicable Task Order per FAR Part 1. This PWS includes Contractor support requirements associated with applicable items in the VA Master Lease File Checklist (VA MLFC). The VA MLFC incorporates or reflects applicable lease-file documentation requirements derived from GSA lease acquisition guidance. The VA MLFC mirrors, supplements, or otherwise implements applicable GSA lease file requirements for VA lease actions. The Contractor shall complete, organize, maintain, and submit lease acquisition documentation in accordance with the applicable checklist(s), this Contract, the applicable TO, and written Government direction.

In performing work under this Contract and any resulting TO, the Contractor shall use the most recent version of Government-provided templates, forms, checklists, document formats, and related tools applicable to the assigned lease action, including the VA MLFC. These materials are mandatory unless the COR provides prior written authorization for a deviation, substitution, or alternate format. The Contractor shall not substitute Contractor-developed forms, formats, checklists, or templates for Government-provided materials. The Contractor may recommend improvements or modifications to Government-provided materials; however, the Contractor shall continue using the current Government-provided version unless and until the Government formally issues a revised version or the TO COR provides written direction otherwise. The Contractor shall promptly notify the TO COR upon identifying a missing, outdated, conflicting, or inapplicable checklist item, template, form, or related requirement. The Contractor shall obtain written TO COR direction before omitting, modifying, or deviating from an applicable requirement.

The Contractor may prepare draft lease documents, analyses, correspondence, checklists, routing packages, and other supporting materials for Government review. Use of Government checklists, templates, and other materials does not delegate Government decision-making authority to the Contractor. The Contractor lacks authority and shall not attempt to make commitments on behalf of the Government; obligate funds; approve, execute, or modify lease or Contractual documents on behalf of the Government; make binding determinations; or otherwise perform inherently governmental functions per FAR 7.5. With regards to the lease acquisition, only the duly warranted LCO may bind the Government or authorize Contractual commitments, approvals, deviations, or changes.

B. Period of Performance IDIQ base period of twelve (12) months with four (4) twelve-month option periods.

C. Contract Type Firm-Fixed Price IDIQ D. IDIQ Minimums and Maximums The IDIQ Contract minimum is $1,000.00. The maximum Contract value per awardee is $30,000,000.00. The total cumulative value of all TOs issued to any single awardee under this Contract shall not exceed $30,000,000.00.

E. Place of Performance Work will be performed at sites or locations designated by the Government, as well as at the Contractor’s facilities or remotely when approved by the Government.

F. Travel For purposes of this Contract, meetings will generally be conducted virtually. However, unless otherwise agreed to by the Government, the Contractor shall anticipate travel, as needed for each project, to support Market Surveys and Technical Evaluation Boards consistent with the requirements set forth in Section B.2.M of this Contract. The Government reserves the right, at its discretion, to require the Contractor’s in-person attendance at meetings or other project-related activities. Except as otherwise expressly authorized by the Government in writing, all travel and associated costs shall be at the expense of the Contractor.

G. Federal Holidays / Government Hours of Operation Services performed are during VA core business hours, except for the following federal holidays set by law (USC Title 5 Section 6103). Any work at the Government site shall not take place on Federal holidays or weekends unless directed by the IDIQ CO and/or TO CO. The Contractor shall observe the following 11 Federal holidays set by law (USC Title 5 Section 6103).

Under current definitions, five holidays are set by date:

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

The other six holidays are set by a day of the week and month:

Normal Regional Office Work Hours: The normal work hours of CFM range from 7:00 AM to 6:00 PM depending on time zones and the 8-hour windows a given government employee has for a tour of duty. Note that throughout this PWS where “days” are referenced, business days should be counted for due dates, etc.

H. Government Furnished Property The Contractor shall provide all supplies, equipment, personnel, and other resources.

I. Government Furnished Information Not applicable.

J. General Requirements The Contractor shall support ORP, Contracting staff, and other VA real property and leasing officials, as needed, in the acquisition of leasehold interests and other leasing actions. The Contractor shall be responsible for providing all deliverables in a timely and professional manner and shall vet all work completed under a TO for completeness, accuracy, and adherence to the scope of work issued for such TO before providing any deliverables to VA. The Contractor shall bring forward a team consisting of a Prime Contractor registered under NAICS 531210 – Offices of Real Estate Agents and Brokers. The Prime Contractor will be responsible for procuring other subject-matter experts on a project-by-project basis to fulfill TO requirements.

i. Licensing and Lawful Authority. The Contractor shall maintain the licensure or other lawful authority required by applicable state, territorial, local, or other governing laws and regulations to perform the commercial real estate brokerage services required under this Contract in each state, territory, District of Columbia, or other jurisdiction within the Region for which the Contractor is awarded an IDIQ Contract.

Lawful authority to operate may include an applicable broker license, a state or territorial exemption, a partnership agreement, a co-brokerage agreement, a subcontract, or another arrangement permissible under applicable law. Any such arrangement must provide the Contractor with authority to perform the required services in the applicable jurisdiction and collect commissions where permitted by applicable law.

The Contractor shall maintain the required licensure or other lawful authority throughout performance of the resulting IDIQ Contract and any TO issued under the applicable Region award. The Contractor must maintain and update Attachment L, Licensing Lawful Authority Sheet, annually and upon any material change affecting its authority or capability to perform in a jurisdiction within the Region. The Contractor remains responsible for ensuring that all personnel and subcontractors performing services under a TO satisfy applicable jurisdictional requirements. Any arrangement used to meet this requirement must comply with the Contract’s conflict of-interest restrictions and applicable limitations-on-subcontracting requirements.

NOTE: If a broker is proposing on a project not located in the state or territory of their firm's real estate broker license, a co‑brokerage license must be provided. Awardees will need to remain compliant with limitations on subcontracting.

ii. Applicable Laws, Regulations, and Procurement Integrity. Performance of Contract services requires expertise in commercial real estate practices, real estate development, and Federal procurement regulations related to Federal lease acquisition. Federal lease acquisitions must comply with Federal lease acquisition regulations, Federal lease law, Federal property law, applicable Executive Orders, and other procurement regulations, policy directives and processes listed in Attachment A, Exhibit 1, Laws and Regulations, or referenced herein. Information related to a Federal acquisition is protected by the Procurement Integrity Act and disclosure to other than authorized parties is prohibited.

iii. Inherently Governmental Functions. The Contractor will provide support to CFM ORP leasing programs for VA facilities. All decisions regarding a lease acquisition or other real property actions are reserved for the Government. The Contractor is prohibited from performing any Inherently Governmental function as described in FAR Part 7.5.

iv. Quality Control. The Contractor is responsible for providing all deliverables and services in a timely and professional manner. Multiple TOs may run concurrently; therefore, the Contractor must have the capacity to supply sufficient staff and resources, through subcontracting for services, if necessary, to successfully complete services and meet all required delivery dates.

v. Non-Personal Services. This is a 'non-personal services Contract' as defined in FAR Part 37.001. It is therefore understood and agreed that the Contractor and/or Contractor employees: (1) shall perform the services specified herein as independent Contractors, not as employees of the Government; (2) shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of the Contract; (3) shall be free from supervision or control by any Government employee, but (4) shall, pursuant to the Government's right and obligation to inspect, accept, or reject the work, comply with the directions of the CO or duly authorized representative(s) thereof as necessary to ensure accomplishment of Contract objectives.

vi. Reference Materials and Updated Guidance. Websites referenced herein are to provide Contractor’s access to forms, sample documents, statutes, executive orders, and regulations that govern Federal lease acquisition. As necessary, during the term of the Contract, the IDIQ CO or a CO-designated representative may provide updated web addresses, forms, or templates. Forms and other samples are for information only and do not relieve the Contractor from responsibility for ensuring all work performed is in accordance with the applicable statutes, executive orders, regulations, VA policies, or other requirements of the Contract.

vii. Innovative Acquisition Methods. The IDIQ CO may also implement non-traditional and innovative lease procurement, acquisition, and methods and techniques. If it is determined to be in the best interest of the Government to employ new methods or techniques, a Contractor accepting the award of a TO in which the new method is included in the TO request for quotes/proposals, agrees to conduct the work under that TO utilizing the new methods within the agreed to price in the TO. In the event new procedures are implemented, guidance will be provided to the Contractors by the IDIQ CO.

viii. Government Inquiries. In addition to work related to lease procurements, the Contractor shall provide necessary documentation and assistance to the Government on disputes, protests, claims, and appeals related to services that they are performing or have performed. In the event the Government receives a congressional inquiry, a Freedom of Information Act (FOIA) request, subpoena or other similar inquiry, demand or request for information the Contractor will provide all required information to support the Government’s response.

ix. Key Personnel. The Contractor shall designate Key Personnel who are essential to the successful performance of this Contract. The Government does not prescribe specific job titles for Key Personnel. Offerors shall identify and propose their own Key Personnel positions consistent with their internal organizational structure. However, all proposed Key Personnel must fully meet the qualification, licensing, and training requirements identified in this PWS.

Key Personnel proposed and accepted at Contract award are considered essential to performance. The Contractor shall not divert, substitute, or replace Key Personnel without the prior written approval of the IDIQ CO and/or TO CO as appropriate. Requests for substitution must be submitted at least 30 days in advance when practicable and must include:

a. The reason for the substitution

b. A detailed résumé of the proposed replacement

c. Evidence that the replacement meets or exceeds all qualifications, licensing, and training requirements.

The Contractor shall attend up to two IDIQ performance review meetings a year with the IDIQ CO, TO COR, and other Government representatives, at the NCOR’s discretion. Meetings may be held at the NCOR’s discretion virtually, in-person at CFM’s Headquarters in Washington, DC, or other locations specified by the NCOR.

The Contractor's Key Personnel and project management staff at the IDIQ level are required to attend initial training for the implementation of this Contract. CFM training will be held virtually or in person at a location identified and determined by the government. In addition, the Contractor is expected to attend national follow-on training, in-person or virtually, as determined by the NCOR Minimum Requirements for Key Personnel for a Task Order:

a. The Contractor shall assign at least two (2) Key Personnel who will have primary responsibility for managing and performing each TO. Each TO Key Personnel shall successfully complete the courses through a provider identified in Attachment B, Exhibit 2, Approved Training Course Providers, or through an equivalent provider or course approved in writing by the IDIQ CO and/or NCOR.

d. Contractor personnel assigned to perform work under a Task Order shall complete the VA Training Management System (TMS) and complete the required course, VA Privacy and Information Security Awareness and Rules of Behavior, and any other required training determined in writing by the IDIQ CO and/or NCOR.

e. The Contractor shall maintain documentation demonstrating completion of all required training for TO Key Personnel and other Contractor personnel assigned to perform work under a TO. Upon request by the NCOR, the Contractor shall provide such documentation to the Government in the manner and timeframe specified by the NCOR. The Contractor shall provide the NCOR signed Rules of Behavior acknowledgments for assigned personnel when required by the Government.

f. The Contractor shall ensure that all assigned Key Personnel meet the applicable qualification, licensing, training, security, and other contract requirements before performing work under the TO.

g. Requests for approval of an equivalent course or waiver of a required course shall be submitted sufficiently in advance to permit NCOR review before the individual performs work requiring that training. An approval, equivalency determination, or waiver issued for one individual, TO, course, or Contractor does not establish a precedent or automatically apply to another individual, TO, course, or Contractor.

K. Acknowledgement of Representation and Conflict of Interest Restrictions For all TOs issued in support of the Contract, the Contractor and its employees working on the TO shall sign an Individual Conflict of Interest (COI) and Non-Disclosure Agreement (NDA) and an Organizational Conflict of Interest (OCI), regardless of project type (Attachment C, Exhibit 3, Individual COI & NDA, and Attachment D, Exhibit 4, OCI). These conflict‑of‑interest requirements implement the principles of FAR Subpart 9.5, Organizational and Consultant Conflicts of Interest, as applied to broker services for Federal lease acquisitions. The Contractor shall include equivalent conflict‑of‑interest and non‑disclosure requirements in all subcontracts and agreements with affiliates and subcontractors performing services under this Contract and shall ensure compliance by those entities. The Contractor shall submit an OCI to the CO prior to the issuance of Notice to Proceed under the base Contract award for Contractor or subcontractor personnel, who will perform services in connection with the Contract. If additional personnel are assigned to the Contract at a later date, a non-disclosure/conflict of interest statement shall be provided to the CO prior to their starting work on any TO.

Upon receipt of a TO award, the Contractor must immediately notify the CO of any organizational or individual conflict of interest that would prevent or limit the Contractor's ability to perform the work requested. Dual Agency under this Contract does not allow the same agent of the Brokerage Firm to represent both parties.

By submitting a proposal under this IDIQ Contract, the Contractor acknowledges and agrees that, if awarded, it will provide support services to VA in connection with Federal lease acquisitions, and will not have authority to bind the Government, commit funds, or perform inherently governmental functions as defined in FAR Subpart 7.5. The Government does not permit dual or designated representation in connection with VA lease projects. For the term of this IDIQ Contract, the Contractor, its subcontractors, and affiliates are prohibited from participating as an offeror, co‑venturer, designer, architect, construction administrator, or other interested party in any proposal for a VA lease solicitation, and from representing private parties or companies submitting bids or proposals on VA leasing projects, unless specifically authorized in writing by the IDIQ CO. Such participation constitutes an organizational conflict of interest or creates the appearance of one and may result in appropriate Contractual remedies.

Furthermore, Contractors are expressly prohibited from attempting to circumvent these restrictions through the creation, use, or involvement of affiliated entities, shell companies, joint ventures, partnerships, or any other organizational structures or actions that obscure or bypass the intent of this guidance. Any such attempt will be considered a material breach of Contract and may result in termination for cause, exclusion from future TOs, or other appropriate Contractual remedies. This restriction is a risk mitigation measure intended to preserve the integrity of the procurement process and protect the Government’s interests in fair competition.

The Contractor shall comply with the conflict-of-interest, confidentiality, procurement-integrity, communication, disclosure, and escalation requirements of Section W, Communication Protocol, Procurement Integrity, Conduct, and Escalation, of this PWS.

L. Definitions and Terminology The definitions and terminology for this Contract and for TOs issued against the Contract are provided below. For clarification of any terms which are not included below or in the GSA LDG or VA Supplement to LDG, contact the NBC Program Director.

i. Acronyms and Abbreviations: The acronyms and abbreviations below apply to this IDIQ Contract and Task Orders issued under it. A term defined elsewhere in this Contract, an applicable Task Order, the RLP, the lease, or an incorporated Government document controls in the event of an inconsistency.

Unless otherwise stated, an acronym used in the singular includes the plural form, and an acronym may be used after its corresponding full term has first been stated. The Government may identify additional project-specific acronyms in an applicable Task Order, RLP, lease, or other Government-provided document.

ii. Aggregate Lease Value: The total lease contract value for the lease term to include the total base rent payable during the firm lease term, including fixed rental adjustments; the annual operating expense amount in effect at lease commencement, multiplied by the number of years in the firm lease term; the annual real estate tax amount in effect at lease commencement, multiplied by the number of years in the firm lease term, if applicable; and the amortized tenant-improvement costs payable during the firm lease term, if applicable.

iii. Aggregate Lease Value does not include:

i. Rent abatements, free rent, credits, or other reductions to rent;

ii. Future operating-expense or real estate tax escalations, adjustments, or reconciliations above the lease-commencement/base-year amount;

iii. Additional services, alterations, or other work separately ordered and paid by VA outside the lease rent;

iv. Lump-sum payments for tenant improvements; or

v. Commissions will not be collected on option periods or for lease terms beyond the firm lease term.

iv. Approval: The TO COR acting within delegated authority has reviewed submittals, deliverables, and/or administrative documents, and has determined the services or submissions conform to the Contract requirements and has communicated said approval of any of these items in writing to the Contractor (e.g., approval of various deliverables throughout the course of a TO or this Contract).

v. Commission: The percentage of the Aggregate Lease Value that the Contractor will receive as compensation for lease acquisition services. The Contractor's commission is paid by the successful lessor and is not paid by VA. For each lease acquisition supported under this Contract, the Contractor shall ensure that the commission amount and the basis on which it is calculated (percentage of Aggregate Lease Value, dollar‑per‑square‑foot, or other accepted market convention) are documented in the lease file and related pricing documentation.

vi. Commission Agreement (“Broker Commission Agreement”): The written agreement executed by the Contractor and Lessor outlining the agreed upon commission and terms.

vii. Contract: This national multiple awards, Indefinite Delivery Indefinite Quantity (IDIQ) agreement.

viii. Contractor: The firms awarded this Contract, and their respective staff working under this Contract..

ix. Day: In this Contract, unless explicitly indicated otherwise, “day” refers to Federal working days (Monday through Friday, excluding Federal holidays).

x. Government Personnel: Government employees that may be identified by the Government to work with the Contractor, at the Government’s discretion.

xi. GSA Real Estate Exchange (G-REX): G-REX is a system that facilitates LCO’s request for a delegation of authority from GSA, pre-award GSA review and approval, and provides a forum to upload post award documents as required by GSA.

xii. Inherently Governmental Functions: The Contractor cannot by word or action bind the Government or perform inherently governmental functions, as described in FAR Part 7, Subpart 7.5. The Contractor may provide analytical, administrative, research, documentation, and other non-decisional support when authorized by the Government; however, the Contractor shall not make final determinations; approve, issue, sign, execute, or release a binding Government document; obligate funds; or otherwise take action that binds the Government.

The following non-exhaustive list identifies lease acquisition functions reserved to Government personnel.

· Approving, issuing, executing, modifying, or releasing an advertisement, solicitation, lease, lease amendment, change order, Contract modification, award document, determination, official procurement correspondence, or other instrument that creates, changes, or communicates a binding Government commitment.

· Determining the acquisition strategy, including whether an acquisition will be conducted as a small-business or socioeconomic set-aside or through full and open competition.

· Serving as a voting member of a source-selection or performance-evaluation board; scoring, ranking, or recommending the Government’s selection decision beyond providing analysis under this Contract; or serving as a voting member of a site-selection or market-survey team. The Contractor may provide non-voting logistical, administrative, data-collection, and technical support when specifically authorized and subject to Government oversight.

· Approving the basis for award, including whether award will be based on price alone, lowest-price technically acceptable, best-value tradeoff, or other authorized evaluation methodology.

· Approving a Source Selection Plan (SSP), including solicitation evaluation factors, subfactors, and their relative importance.

· Making a competitive range determination.

· Making a final responsibility or non-responsibility determination.

· Making a final socioeconomic status determination for an Offeror, when required for acquisition or award purposes.

· Making a final lease award determination.

· Making a formal determination that cost or price is fair and reasonable

· Approving and releasing a Justification for Other Than Full and Open Competition (JOTFOC).

· Approving a Small Business Subcontracting Plan, when required

· Certifying the availability of funds.

· Approving, executing, or modifying an occupancy agreement or other agreement that creates or changes Government rights or obligations.

· Making a final determination that construction is substantially complete or that a leasehold improvement has met Contractual acceptance requirements.

· Approving or accepting fire protection, seismic, life-safety, sustainability, or other technical compliance determinations.

· Developing, approving, or validating the Independent Government Estimate (IGE).

· Receiving, approving, or authorizing a reimbursable work authorization (RWA) or other instrument that commits Government funds or creates a Government financial obligation.

· Approving an OMB Circular A-11 lease-scoring analysis or making a final lease-scoring determination.

· Submitting, approving, or obtaining approval of a prospectus, prospectus amendment, or related congressional authorization. The Contractor may compile factual supporting information and draft materials as directed.

· Making final compliance determinations under the Randolph-Sheppard Act.

· Requesting legal advice from, or directing official communications to, OGC. The Contractor may compile facts, records, timelines, and draft background materials as directed.

· Approving or issuing an agency response to a Freedom of Information Act request or FOIA administrative appeal. The Contractor may identify, collect, organize, and provide factual summaries of responsive records as directed.

· Drafting or approving congressional testimony, official responses to congressional correspondence, or official responses to governmental-entity inquiries. The Contractor may compile factual background, records, timelines, and supporting materials as directed.

· Making final decisions, issuing official determinations, or entering into settlements regarding protests, agency protests, claims, disputes, litigation, or other matters affecting Government rights or obligations.

· Approving, signing, or entering into a settlement agreement or other agreement that resolves a protest, claim, dispute, litigation matter, or other Government obligation.

xiii. Key Personnel: Contractor employees or subcontractor personnel designated as essential to successful Contract and/or Task Order performance. The Contractor shall identify Key Personnel consistent with its organizational structure. Key Personnel shall be authorized to make timely decisions for the Contractor, manage Contract and Task Order performance, direct Contractor resources, oversee quality control, serve as points of contact for Government communications, resolve performance issues, and ensure compliance with applicable PWS qualification, licensing, and training requirements.

xiv. Lease Amendment (LA): A document used to change or modify an existing lease to reflect any change to the lease terms. For example, the acquisition of additional space, changes to agreed-upon TIs, revision in terms or rental payments, payment of overtime services, change in ownership or payee.

xv. Leasing Desk Guide (GSA LDG): A document comprising the authorities, policies, technical and procedural guides, and administrative limitations governing the acquisition by lease of real property. Leasing policy and procedures are reflected in the GSA LDG and through other policy updates, such as Leasing Alerts, Lease Acquisition Circulars, and Realty Services Letters, or through policies issued by GSA’s Office of Government-wide Policy such as Acquisition Letters, Acquisition Alerts and Class Deviations.

xvi. VA Supplement to the Leasing Desk Guide (VA Supplement to LDG): The Department of Veterans Affairs (VA) Office of Construction and Facilities Management (CFM), Office of Real Property (ORP), is the VA office responsible for issuing Department-wide policies and procedures governing VA’s leasing program. VA leasing professionals and Contractors supporting VA lease acquisitions shall comply with the GSA LDG, as supplemented by the VA Supplement to LDG; applicable CFM ORP policies and procedures; VA Directives; the General Services Administration Acquisition Manual (GSAM); the Federal Acquisition Regulation (FAR); and other applicable laws, regulations, Executive Orders, and Government-issued guidance governing real-property leases.

The GSA LDG may be updated, amended, or supplemented by GSA or VA during Contract performance. The Contractor shall use the current version of GSA LDG, the VA Supplement to LDG, and other applicable Government-issued policies and guidance made available by the Government for the assigned lease acquisition. The VA supplements the LDG with VA-specific leasing policies, procedures, authorities, and administrative requirements. Where the VA Supplement to LDG, CFM ORP policy, or other VA-issued guidance establishes a VA-specific requirement that is consistent with applicable law, regulation, and the Contract, the Contractor shall follow that VA-specific requirement.

xvii. New or Replacing Lease: The RLP used to acquire new, replacement, or substantially renovated premises when existing space does not meet the tenant agency’s current or projected requirements or cannot be feasibly modified to do so. The action generally requires a competitive procurement and delivery of compliant premises and required improvements in accordance with the RLP, GSA LDG, applicable VA technical criteria, and VA procedures.

xviii. Normal Office Working Hours: 8:00 a.m. through 4:30 p.m., Monday through Friday, excluding Federal holidays. Normal Office Working Hours are determined by the local time zone of the applicable lease project location.

xix. Project Management Plan: The Contractor’s detailed plan describing how it will perform all requirements of the Contract and each Task Order. The PMP shall include, at a minimum, the Contractor’s quality-control plan; organizational structure; staffing matrix; identification of key personnel and their roles; work breakdown and schedule-management approach; communication and reporting protocols; risk-management approach; and procedures for tracking deliverables, decisions, action items, and performance.

xx. Post Award: The period beginning upon execution of a lease agreement and continuing through Government acceptance of the premises, occupancy, and completion of applicable closeout activities. Post Award activities include project kickoff, design and construction coordination; oversight and tracking of tenant improvement and construction activities; notice-to-proceed coordination; lease amendment and change order support; inspections, walkthroughs, deficiency tracking, and space acceptance support; turnover, move, occupancy, and activation coordination; and closeout documentation and final reconciliation, as applicable.

xxi. Prospectus Threshold: The statutory annual rent threshold above which a lease action requires prospectus approval in accordance with applicable law, GSA leasing policy, and VA leasing policy. A lease action requires a prospectus when the applicable annual rent, calculated in accordance with the GSA LDG and VA Supplement to LDG, equals or exceeds the prospectus threshold in effect during the fiscal year of lease award. For purposes of this Contract, a lease action requiring prospectus approval is a Major Lease. The Contractor shall use the current annual prospectus threshold published by GSA at this link: https://www.gsa.gov/real-estate/capital-investment-and-leasing-prospectus-library/annual-prospectus-thresholds

xxii. Request for Lease Proposals (RLP): A document used to solicit offers for a lease acquisition. The RLP describes the Government’s requirements and the performance criteria against which a lessor (Offeror) is expected to perform, and the evaluation criteria that the Government will use to evaluate offers. As listed below, there are several different documents that may be used. For a specific TO, the TO COR will determine the RLP form for the lease acquisition. The RLP has been modified to be a VA document, which is included in the VA Template document library.

xxiii. Simplified Lease Acquisition Threshold (SLAT): The applicable dollar threshold for using simplified lease acquisition…