36C10F26R0045 Draft Real Estate Acquisition Support Services - FY26.pdf

OF119

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 of 114

36C10F26R0045 5/11/2026 f

David Reich;David.Reich2@va.gov 202-264-0582 05/22/2026

10:00AM EDT

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

X 100

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

TBD

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

This is a draft Request for Proposal (RFP). Any and all information within this draft RFP is subject to change upon release of the actual RFP.

This is a 100% set-aside for SBA certified Service Disabled Veteran Owned Small Businesses.

Questions & feedback are due no later than Friday, May 22, 2026, at 10:00AM EDT.

As this is a draft RFP, May 22, 2026, is a hard date to submit your questions and feedback.

All relevant questions will be shared upon the release of the actual RFP. It is estimated that the actual RFP will be released within the next 30 days.

See CONTINUATION Page x x

David Reich Contracting Officer

36C10F26R0045

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PERFORMANCE WORK STATEMENT

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 IT CONTRACT SECURITY

SECTION C - CONTRACT CLAUSES

C.1 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (JUN 2020) (ALTERNATE 1)

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

C.3 52.216-18 ORDERING (AUG 2020)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.5 52.216-22 INDEFINITE QUANTITY (NOV 2025) (DEVIATION)

C.6 52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEP 2019) ... 57

C.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 58

C.9 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.10 52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(SERVICES) (SHORT FORM) (APR 1984)

C.11 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

C.12 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023)

(DEVIATION)

C.13 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

C.14 VAAR 852.237-75 KEY PERSONNEL (OCT 2019)

C.15 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) . 74

C.16 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION FEB 2025)

C.18 MANDATORY WRITTEN DISCLOSURES

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 Attachment A Exhibit 1 – Approved Training Course Providers D.2 Attachment B Exhibit 2 - Approved Training Course Providers

D.3 Attachment C Exhibit 3 - Individual COI & NDA D.4 Attachment D Exhibit 4 – OCI D.5 Attachment E Exhibit 5 – Contractor Conduct and Procurement Integrity Principles D.6 Attachment F Exhibit 6 - Master Lease File Checklist D.7 Attachment G Exhibit 7 - Consolidated QASP and Broker Evaluation Sheet – Template D.8 Attachment H Past Performance Questionnaire

SECTION E - SOLICITATION PROVISIONS

E.1 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

E.2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.3 52.216-1 TYPE OF CONTRACT (NOV 2025) (DEVIATION)

E.4 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (DEVIATION)

E.5 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.6 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.7 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.8 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.9 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION

FEB 2025)

E.10 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (NOV 2025)

(DEVIATION)

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: 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:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [x] Outside of VA paying the IDIQ minimum guarantee, it is the awardee of the lease (developer) that pays the commission of the task order awardee. 75% at lease execution and the remaining 25% at space acceptance. None of this is paid by VA. It is a contractual relationship between the broker and developer.

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:

AMENDMENT NO DATE

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) is the entity responsible for management of lease procurement activities. ORP’s Project Managers (PM) utilize the services of real estate brokers for lease management 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 nationwide. Lease acquisitions follow the procedures stated in this document in addition to the General Services Acquisition Manual, Federal Acquisition Regulations, VA Acquisition Regulations, and all Laws and Executive Orders that pertain to federal leasing (see Exhibit 1, which is subject to updates).

While the VA has structured the Performance Work Statement (PWS) to align with applicable GSA and VA policies, it is understood that the PWS is a living document. As such, it may evolve over time, provided any changes remain within the original scope and are consistent with GSA, VA, and broader federal policies, regulations, and procedures.

Brokers operating under this PWS agree to adhere to all relevant GSA and VA leasing policies and practices. This includes, but is not limited to, compliance with the GSA Leasing Desk Guide (LDG) and the VA Leasing Desk Guide (LDG). Brokers are responsible for ensuring their leasing activities conform to these guidelines and for maintaining full compliance throughout the life of the contract.

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

VA LDG:

https://www.cfm.va.gov/realProperty/VASupplementChapterDocs/Introduction_5_20_2024.pdf

Although the PWS outlines core broker responsibilities, the Lease Contracting Officer (LCO), Project Manager (PM), or Contracting Officer’s Representative (COR) may issue updated guidance or direction. Brokers are expected to follow such instructions, even if the specific tasks are not explicitly listed in the PWS, as long as they fall within the scope of the contract and applicable policy frameworks.

This PWS also encompasses the requirements outlined in GSA’s Lease File Checklist, which is mirrored in the VA’s Master Lease File Checklist. The broker is responsible for completing and maintaining documentation in accordance with these checklists, as part of their leasing duties.

In instances where tasks involve inherently governmental functions, such as decisions that obligate or commit the government, the broker may be tasked with preparing supporting documentation or draft materials. However, the broker shall not take any action that commits the government, obligates funds, or makes binding decisions. All such actions remain the sole responsibility of authorized government personnel, such as the Lease Contracting Officer

(LCO).

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.

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

All travel is 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 Contracting Officer (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:

New Year's Day January 1 Independence Day July 4 Juneteenth June 19

Veterans Day November 11 Christmas Day December 25

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:

Martin Luther King's Birthday Third Monday in January Washington's Birthday Third Monday in February Memorial Day Last Monday in May Labor Day First Monday in September Columbus Day Second Monday in October Thanksgiving Fourth Thursday in November

Normal Regional Office Work Hours: The normal work hours of CFM are from 8:30 a.m. to 5:00 p.m. 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 Task Order (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.

The Contractor must hold a current state broker license in the United States of America, the District of Columbia or a major U.S. territory (American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands) at the time of the IDIQ proposal submission.

Additionally, in order to be awarded a lease acquisition TO, the Contractor must provide a current broker license covering the state where the lease is being performed. The Offeror must identify the licenses (one per state/U.S. Territory) demonstrating authority to perform commercial real estate services as required by the contract which can be in the form of a partnership/co-brokerage agreement. Contractors must comply with personnel qualification requirements including licensing, certification, training, experience, conflict of interest, nondisclosure, and clearances, stated within this Performance Work Statement (PWS).

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.

The Contractor will provide support to CFM’s leasing program for VA facilities.

All decisions regarding a lease acquisition or other real property actions made on behalf of the Government are reserved for the CO, and his or her designated representative. The Contractor is prohibited from performing any Inherently Governmental function identified in FAR Part 7.5.

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.

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 bare 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 such general direction of the CO, the PM, or the duly authorized representative(s) thereof as necessary to ensure accomplishment of contract objectives.

Websites referenced herein are to provide Contractors access to forms, sample documents, statutes, executive orders, and regulations that govern Federal lease acquisition. As necessary, during the term of the Contract, the CO or a 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, or other requirements of the contract.

The Government 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 Government.

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.

The Contractor’s Key Personnel shall not be substituted without notifying the Government in writing and approval by the CO. Prior to adding additional personnel to a project the Contractor shall notify the Government, in writing, of such additions and include a description of qualifications for the new personnel and personnel. Any additional personnel must be approved by the CO.

The Contractor shall attend up to two IDIQ performance review meetings a year with the CO, contract PM, Contracting Officer’s Representative (COR), and other Government representatives, at the Government’s discretion. Meetings may be held at the Government’s discretion virtually, in-person at CFM’s Washington, DC Headquarters, or other locations specified by the Program Office or Contracting Officer.

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 CFM’s Washington, DC Headquarters. In addition, the Contractor is expected to attend national follow-on training as determined by the PM and CO. This training may be held and attended in-person or virtually.

Minimum Requirements for Key Personnel:

To be eligible to submit an offer on a Task Order, at least two (2) individuals who will be managing the TO must complete the following trainings from an approved course provider, see Attachment B, Exhibit 2, Approved Training Course Providers, for the current list of approved providers: 1) Lease Acquisition Training, 2) Cost and Price Analysis for Leases, 3) Real Property Lease Law, 4) Techniques in Negotiating Federal Real Property Leases, 5) Best Value Source Selection, and 6) Fundamentals of Appraisal Course. The two proposed individuals must complete these courses and provide course completion certificates before the submission of a proposal for a task order. Any proposed team members must also be enrolled in the VA Training Management System (TMS) and complete the required course – VA Privacy and Information Security Awareness and Rules of Behavior, or other required training determined by the Government.

Requests for a waiver of any of the above training courses must be made before the submission of a proposal for a task order and will be evaluated on a case-by-case basis. Examples where a waiver might be granted include:

1. A course that was taken under a non-approved but equivalent course provider.

2. Equivalent course taken under training.

An “Equivalent course” is defined by the Government as a course the Government deems to be relevant to the materials, standards, and content of the required courses listed above.

For the purpose of this Contract, all meetings will be conducted virtually. However, the Government reserves the right to request in-person meetings at its discretion. All travel is at the contractor’s expense.

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). 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 task order.

Upon receipt of a task order 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 a task order, they are acting in a representative capacity on behalf of VA for the services provided. Contractors understand and accept that the government does not permit dual or designated representation in connection with federal lease projects. Furthermore, awardees, including both prime contractors and their subcontractors, are strictly prohibited from representing private parties, private sector companies, or individuals who are submitting bids or proposals on any VA leasing projects. Moreover, Contractors understand that for the term of this IDIQ contract, Offeror will not participate as an Offeror, co-venturer, designer, architect, construction administrator, or other interested party in any proposal in connection with any VA lease solicitation. Participation in such non-VA representation is considered a conflict of interest or may give rise to the appearance of a conflict of interest. Contractors performing under this IDIQ inherently possess government-sensitive knowledge, including trade secrets, operational insights, and privileged information regarding internal government processes that are not available to external parties. Due to these sensitivities and the VA’s limited capacity to evaluate or enforce proposed internal firewalls, the VA cannot permit any contractor to simultaneously represent both VA and private sector entities in the same field of work.

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 designed to 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 task orders, or other appropriate remedies. This restriction is a risk mitigation measure intended to preserve the integrity of the procurement process and protect the Government’s interests.

Contractors must follow the Conduct and Procurement Integrity principles outlined in Attachment E, Exhibit 5, Contractor Conduct and Procurement Integrity Principles.

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 Design Guide, contact the PM or Lease Contracting Officer (LCO).

Aggregate Lease Value: The fully serviced annual rent to be paid by VA for the firm term of the lease for purposes of calculating the Contractor’s commission. The firm term and application of commissions are defined in the Request for Lease Proposals (RLP) for each leasing project.

The Aggregate Lease Value shall include: The total contract value of the lease term to include, but not be limited to, base rent (including fixed rental increases or as annualized), other rental income, operating expenses (base year), real estate taxes (base year), and tenant improvement allowance (if applicable).

The Aggregate Lease Value shall not include:

(i) any rental abatement provided to VA pursuant to the Lease;

(ii) any annual rental escalations covering operating expense and/or real estate tax increases during the lease term,

(iii) any additional amounts paid by VA for services over and above those furnished by Lessor as a part of the Lease (i.e., any amounts paid by VA in lump sum),

(iv) lump sum payments to pay for tenant improvements, and

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

Approval: When the Government has reviewed submittals, deliverables, or administrative documents, determined the services or submissions conform to contract requirements, and communicated final acceptance to the Contractor.

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 to the Contractor by the Lessor in accordance with the terms of the lease and this contract.

Contract and Contractor: "Contract" means the national multiple-award IDIQ contract award, and "Contractor" means the party who has entered into this Contract with the Government.

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

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

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

Inherently Governmental: The Contractor may not bind the Government or perform any functions that remain the responsibility of the Government as defined in FAR Part 7 Subpart

7.5—Inherently Governmental Functions. The below non-exhaustive list highlights lease procurement-specific tasks that are considered Inherently Governmental. Note, however, that the Government reserves the right to request the Contractor’s assistance to support the Government in these functions. See Subpart 7.5 - Inherently Governmental Functions | Acquisition.GOV

NOTE: Some actions and determinations are the sole responsibility of the LCO. Those items are marked with an asterisk. These actions cannot be delegated. The Contractor may be asked to prepare documentation or provide information associated with these tasks.

Approving documents and/or signing on behalf of the Government (i.e., Notice to Proceed, or any correspondence on VA letterhead) *

Approval of decisional tools of the Government such as Categorical Exclusion Checklists, Environmental Assessments, or Environmental Impact Statements

Certification of funds availability* Change Orders or any other contract modifications (the Contractor shall not order or issue without Governmental signature) * Compliance with Randolph-Sheppard Act Consultation with VA Office of General Counsel (Section C.4.1.10) Procurement-related correspondence with Offerors that may bind the Government, including but not limited to debriefings and discussion* Resolution of protests or any other Government settlement or claim* Government correspondence with Congress or other governmental entities Response to Freedom of Information Act (FOIA) requests (Section C.2) Formal determination that costs are fair and reasonable* Determination that construction is substantially complete* Approval of fire protection, seismic, life safety, or sustainability measures Independent Government Estimate (IGE) development Execution of leases or lease amendments* Signature of any letter on VA letterhead* Occupancy Agreements Prospectus submission/approval Receipt and approval of reimbursable work authorizations (RWA) Approval of OMB Circular A-11 Lease Scoring Analysis Approval of source selection* Approval of Source Selection Plan (SSP)* Award determination* Competitive Range Determination* Determination of Responsibility or Non-Responsibility* Determination of Socioeconomic Status of an Offeror* Release of an Advertisement* Release of a Solicitation* Disposition of Agency Protests* Settlement Agreements* Serving as a voting member on a Source Selection Evaluation Board (SSEB), Technical

Evaluation Board, site selection team, or market survey team Small Business Subcontracting Plan approval* Approving and releasing a Justification for Other Than Full and Open Competition

(JOTFOC)*

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 tenant improvements, revision in terms or rental payments, payment of overtime services, change in ownership or payee, or any other action that changes the terms or substance of the lease.

Leasing Desk Guide: VA Supplement to the GSA Leasing Desk Guide (LDG) (https://www.cfm.va.gov/realProperty/VASupplementChapterDocs/Introduction_5_20_2024.pdf) which contains GSA authorities, policies, technical and procedural guides, and administrative limitations governing the acquisition by lease of real property. The LDG may be updated, amended, and/or supplanted by the Government, and the Contractor is responsible for keeping up to date on the current version of the Design Guide. VA has supplemented LDG through its own policies and the contractor is responsible for keeping up to date on the current policies. The VA has a supplemental version titled VA Leasing Desk Guide (LDG).

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 LCO and PM 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.

Simplified Lease Acquisition Threshold Lease (SLAT lease): A simplified RLP format that may be used for a lease acquisition under the Simplified Lease Acquisition Threshold, unless another format is required by the LCO. Current GSA forms and procedures should be utilized.

Succeeding/Superseding Lease: The RLP used when the existing premises meets or substantially meets the tenant agency's on-going requirements so that only minimal, if any, alterations are necessary, and it takes a turnkey approach to defining any new required improvements. Current GSA forms should be utilized, but VA’s procedures must be followed.

Warehouse Lease: The RLP used for space whose predominant use is for storage, distribution, or manufacturing—such as for equipment, repair parts, documents, furnishings, or any other of the innumerable things for which our client agencies require holding space. This lease can be used for any size or rental value of warehouse space.

Required Delivery Date (RDD): The date specified in the TO schedule for completion of the

TO.

Source Selection - Best Value Trade-Off Method: When lease award is based on the evaluation of cost or price and other non-priced factor(s) to determine the best value to the Government. The best value concept provides the opportunity for a cost/technical tradeoff and does not require that award be made to the Offeror submitting the lowest cost or price or to the highest technically rated offer, although the ultimate decision may be to select the lowest priced offer or the highest technically rated offer. The LCO has the authority to make the cost/technical trade-offs in a manner consistent with the award methodology stated in an RLP or SFO.

Source Selection - Lowest Priced Technically Acceptable: When award is expected to result from selection of the technically acceptable proposal with the lowest evaluated price (See FAR 15.103-2).

M. Description of Module 1 – Lease Acquisition Support Services CLINs 0001 thru 0004 (option year CLINs as applicable)

a. General

For Module 1 services, CLIN 0001 thru 0004 will be commission based. The CO will determine which CLINs (i.e. CLIN 0001 thru 0004) will be required to be procured for Module 1 Task Orders. Only CLIN 0001 thru 0004 (or Option Year CLINs as applicable) will be allowed for Module 1 services at the Task Order level.

b. Specific Requirements

The services described below may include all or a combination of the following steps: 1) participating in a project orientation with the PM and LCO, other Government personnel, and other contractors; 2) providing GREX support; 3) advertising the requirement; 4) surveying the market and preparing a market survey report; 5) drafting / issuing a LCO approved RLP and any RLP amendments; 6) conducting administrative reviews of offers; 7) inputting proposal financial data into analysis tools for LCO analysis and evaluation; 8) providing support to LCO in negotiations and discussions with Offerors; 9) preparing the lease documents and any lease amendments, and coordinating required signatures; 10) coordinate Acceptance Inspection; and

11) support to VA with FOIA inquiries, Congressional and other governmental inquiries, claims, litigation, settlements, and disputes. Additional requirements within scope are identified in the GSA or VA Leasing Desk Guide (LDG) and the Master Lease File Checklist, or as otherwise determined by the Government. The Contractor must hold a current state broker license in the United States of America, District of Columbia or a major U.S. territory (American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands). Additionally, in order to be awarded a lease acquisition TO, the Contractor must provide a broker license covering the state where the lease is being performed or partnership/co-brokerage agreement.

The Contractor shall conduct these tasks in accordance with applicable regulations and guidance upon issuance of a task order. The level of effort and the amount of travel required for each acquisition will vary depending on the size and complexity of the transaction. Travel is required on most TOs for lease acquisition services. Lease Sizes:

Micro Less than 10,000 Net Usable Square Feet (NUSF, commission fee)

Small Between 10,000 NUSF and 30,000 NUSF (commission fee)

Medium Between 30,001 NUSF and 100,000 NUSF (commission fee)

Large Over 100,001 NUSF (commission fee)

The contractor shall not perform inherently governmental functions and shall not negotiate on behalf of the Government.

i. Regulations, Processes, and Procedures

The General Services Acquisition Manual (GSAM) Part 570 includes the GSA regulations applicable to leasing, and the Design Guide includes regulations and guidance on VA-specific leasing processes and procedures. Lease acquisition procedures and regulations vary depending on the complexity of an acquisition.

ii. Tasks

The following table sets forth the standard tasks under this Contract as they relate to lease acquisition services which may include competitive and noncompetitive leases, lease extensions, and strategic planning. These services may require the completion of all or a combination of the following: requirements development, lease acquisition, and post award services as indicated below.

Procurement Step

Services Deliverables (Each Task Order shall include a deliverable schedule)

Ongoing - Facilitate meetings and conference calls

- Track and update project timeline

- Engage in non-binding communication with interested parties

- Meeting notes/minutes

- Project timeline/Schedule

- Assisting VA with FOIA inquiries, Congressional and other governmental inquiries, claims, litigation, settlements, and disputes

Project Initiation - Market research

- Kickoff call

- Assist in development of requirements

(GREX requirements, Identify Market Risk inside of Delineated Area)

- Formal report on market conditions, available land/space, and rental rates

- Meeting notes/minutes Advertisement - Map and research delineated area

- Compose advertisements

- Publish newspaper advertisements

- Publish on social media (i.e. Instagram, Facebook, etc.)

- Delineated area description and map

- Floodplain map

- Public transportation map

- Map of amenities

- SAM.gov and newspaper advertisements

- Social media advertisements

Procurement Step

Services Deliverables (Each Task Order shall include a deliverable schedule)

Market Survey - Facilitate market survey scheduling and logistics

- Tour the site/buildings before lease procurement team members

- Provide transportation to members

- Provide Market Survey 360 camera

Support

- Answer questions and provide information to market survey team

- List of properties submitted and recommendation for properties to tour

- Binder of materials for market survey team review

- Market Survey Report

- Pictures and/or video of the sites for review during Market Survey 360

RLP/Lease and Conceptual Design Development

- Prepare RLP/Lease and incorporate project-specific edits

- Draft and assemble RLP documentation and appendices per LCO and PM direction. Broker will work with RE to assemble files on a VA approved FTP site.

- Keep RLP/Lease updated to incorporate new standards and requirements

- Facilitate communications between PM, LCO, user group, and other contractors

- Pre-proposal Conference Coordination

- Awareness of RLP updates

- Complete RLP/Lease with all exhibits, appendices, and attachments

- Notification of RLP release to be published on SAM.gov

RLP/Lease Publication

- Provide complete RLP/Lease to all interested parties in electronic format and amendments

- Obtain necessary approvals for RLP and appendices

- List of RLP/Lease recipients

Pre- Proposal Conference

- Provide equipment or space if necessary

- Assist in facilitating the meeting and coordinating with all parties

- Provide court reporter

- Providing meeting documents

- Meeting minutes

- Compilation of questions asked and assisting in draft answers

Step

Services Deliverables (Each Task Order shall include a deliverable schedule)

Technical Evaluation Board

(TEB)

- Provide equipment or space if necessary

- Review submitted offers for completeness and complete an abstract of offers received

- Coordinate with Offerors for VA to request missing information

- Duplicate Offeror submissions as necessary for use by TEB members

- Prepare evaluation documents for review by PM and LCO

- Prepare packages of approved materials for use by TEB members

- Provide an administrative means by which TEB members will score and evaluate offers electronically and those scores and by which evaluations can be captured and saved to the contract file

- Check that TEB members completed their evaluations fully and signed where appropriate

- Draft Evaluation Factor Definitions

- Compiling Scoring/comment electronic interface

- Abstract of offers received

- Documentation of reference checks/past performance verification/financial capability confirmation

Contractor’s Responsibilities to support VA’s Evaluation

- Compile technical scores and comments from Government Evaluators

- Input financial data into analysis spreadsheets to support VA’s cost and price analysis

- Compile VA’s technical and cost and price analysis

- Provide technical support to VA’s identification of any deficiencies, errors, omissions, or inconsistencies in technical or pricing information provided by Offerors

- Draft TEB report with NPV data

- Synopsis of strengths, weaknesses, deficiencies of offers

- Synopsis of TEB comments

- Summary of combined technical and financial data

- Ranking based on combined scores

Oral Presentations - Facilitate scheduling oral presentations with TEB members, PM, LCO, and Offerors

- Provide presentation equipment or space if necessary

- List of questions for LCO

Final Price Revision (FPR) Requests

- Draft request letters and any attachments for review by PM and LCO

- Dispatch signed, LCO approved documents to Offerors

- FPR request letters

- Clarifications and

Amendments as necessary

Step

Services Deliverables (Each Task Order shall include a deliverable schedule)

Negotiations/ Discussions

- Handle logistics and coordination for setting up calls and meetings

- Support the LCO with negotiation objectives as technical subject matter expertise

- Brief the PM and LCO prior to calls and meetings

- If requested, facilitate all or a portion of calls and meetings

- Meeting minutes

- Draft a negotiation strategy/objective prior to discussions for LCO review and approval

Amendments and Clarifications

- Draft amendments and clarifications as needed and circulate for VA comment and approval

- Finalize draft documents and transmit to PM and LCO for approval and execution.

- Distribute LCO’s approved documents to Offerors

- Draft amendments and clarifications for LCO approval

Award preparation - Provide awardee information to PM and LCO upon request

- Assemble and analyze data, documents, and project artifacts as necessary to present a complete picture of the procurement process and prospective winning offer for review and analysis by

VA

- Complete review binders for Office of General Counsel (OGC) and Office of Management

- Draft lease documents

- Contract clearance/file documents as necessary

Award

- Implement any edits made by concurring offices or other VA officials

- Obtain Offeror signature and initials on necessary documents

- Prepare correspondence to successful and unsuccessful Offerors

- Provide original signed documents to PM and in advance of the anticipated award date

- Coordinate and facilitate debriefings as necessary

- Pre-award letter for signatures/initials

- Award letter and “unsuccessful” letters

- Two copies of complete lease initialed and signed by Offeror

Step

Services Deliverables (Each Task Order shall include a deliverable schedule)

Post-Award - Facilitate scheduling post-award kickoff meeting to occur within ten (10) days of lease award

- Provide copies of lease and procurement documentation to VA personnel as necessary

- Assist with collection of commission from lessor

- Assist with creating copies of initialed/signed lease

- Kickoff meeting agenda and minutes

- Debriefing materials

- Correspondence to lessor and Offerors as necessary

- Rule 4 file and any other required documents for any protest filed

- Assisting VA with FOIA inquiries, Congressional and other governmental inquiries, claims, litigation, settlements, and disputes.

Acceptance - Coordinate with lessor to arrange walk-through date(s)

- Prepare documentation

- Lease Amendment(s)

- Documentation to lessor as necessary

Kick-off Meeting: The Contractor, under the direction of the Project Manager, shall schedule a Kickoff Meeting with the PM and user group to occur within ten (10) business days after TO issuance unless otherwise agreed to or directed by the Government. The purpose of the meeting is to discuss roles, responsibilities, project schedule, the contractor’s market research, procurement strategy, and initial project objectives or special requirements.

The PM will lead the meeting in cooperation with the Contractor. The Contractor shall prepare and disseminate an agenda 24 hours prior to the Kick-off Meeting.

Project FTP Site: The Contractor shall establish a VA approved File Transfer Protocol (FTP) site (FTP Site) compliant with VA IT security standards for each Task Order issued. The FTP Site will be used for document management and coordination efforts between the Project Manager, the Lease Contracting Officer, and the Contractor and promote simple access and collaboration among Correspondence team members. The FTP Site will also be used for managing the Master Lease File Checklist, organizing and storing project documents and records in accordance with the latest organization structure, helping with version control and maintaining a single source of records.

The FTP Site shall also be organized to enable obtaining VA approvals for items such as (1) the RLP and associated appendices, (2) TEB evaluations, and (3) any other electronic approvals required.

Meeting Space and Hosting: The Contractor shall provide, upon request, adequate meeting space for hosting any required in-person meetings such as kick-off meetings, TEB meetings, post-award activities, and any other procurement activities needed.

Project Schedule: The PM will provide the initial project schedule template to the Contractor upon TO issuance. Contractor will collaborate with the PM to develop and maintain the project schedule, identifying key milestones for use in any other project tracking reports. It is intended that this schedule will be revised during the life of the project, as necessary. The Contractor shall submit the initial project schedule to the PM four (4) business days after the Kick-off Meeting.

Advertising: The Contractor shall prepare and submit a draft a) SAM.gov notice and b) newspaper (or equivalent FAR compliant) and social media advertisement to the PM for LCO approval prior to LCO posting on SAM.gov and IAW FAR Part 5 and GSAR. If there is an inadequate response to the SAM.gov posting, the PM may direct the Contractor to draft additional advertisements in another source and/or to engage in communications with local real estate offices. All newspaper and social advertisements will be at the Contractor’s expense. The Contractor shall prepare a list of all buildings and sites that respond to the advertisement. The list will identify a) the buildings and sites submitted that do not meet, and cannot be made to meet, VA’s advertised minimum criteria, and b) the buildings and sites that do meet VA’s minimum advertised criteria and potentially meet, or could be made to meet, VA’s other criteria for suitability. In addition to this list, the Contractor will provide a recommendation to the PM and LCO on which buildings and sites should be toured. All buildings and sites that could be made to meet the minimum requirements will be included in the market survey.

GREX Support: The Contractor will provide support in obtaining and preparing documents for submission to GSA. The documents required in GREX submission include but not limited to acquisition plan, VA space plan, market research, labor cost worksheet, SF-81, delineated area map, and FEMA floodplain map.

Market Survey: The Contractor will make necessary arrangements for the market survey, including transportation or market survey team members on the survey itself. Transporting team members during the market survey will be conducted at the sole cost of the Contractor. Team members shall all be transported in the same vehicle (i.e., passenger van or minibus) unless impracticable or impossible.

The Contractor shall arrive at the project location prior to the project team and conduct a pre-market survey to physically inspect each property as appropriate (building and/or site) to determine if it can meet the requirements of the RLP. The Contractor shall then brief the PM and LCO prior to the formal tour with the local user group/VA representatives.