36C24124Q0869_1.docx

36C24124Q0869

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

36C24124Q0869 10-23-2024 Rosangela Pereira 401-752-6748 10-23-2024

5PM

EDT

36C241 Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 X X 238210 N/A X 36C241 Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 36C241 Department of Veterans Affairs VAMC Providence 830 Chalkstone Avenue Providence

RI

02908 http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page The vendor shall complete all work in accordance with the Performance Work Statement.

Wage Determination #2015-4083 Rev. 27, Dated 07/22/2024 apply to this order.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

36C24124Q0869

Page 1 of Page 1 of Performance Work Statement Electrical Services

General This is a Blanket Purchasing Agreement (BPA) for electrical inspection, maintenance, and repair services that can be used to issue individual task orders (TO) for services at VAMC Providence.

Place of Performance Department of Veterans Affairs VAMC Providence

· 830 Chalkstone Avenue Providence, RI, 02908

· Harwood Research Center 385 Niagara Street Providence, RI 02907

· New Bedford Community Based Outpatient Clinic (CBOC) 175 Elm Street New Bedford, MA 02740 Period of Performance Five (5) years from date of issuance.

The PWS details the basic requirements of the BPA. There is no guarantee of work orders to be placed off the BPA. Work may be ordered off the BPA on a TO basis, generally of either a job or annual basis with defined work requirements. The contractor will be required to provide 24/7 response to electrical problems. The vendor will provide all labor, transportation, materials, apparatus, tools, equipment and permits necessary for the work.

Additional, related work not specified below may be ordered by the CO, at their discretion. No work outside of that detailed in this work description performed will be paid for by the VA without the express, prior written authorization of the CO. No funding is guaranteed by the award of a BPA.

The CO may appoint a Contracting Officer Representative (COR) to coordinate and oversee the work on behalf of the VAMC.

Tasks While each TO’s specified work may vary, the general tasks that may be ordered using the resulting BPA include:

1. General electrical work

2. Work incidental to the performance of requested electrical work

3. Inspections of electrical and power systems

4. Installation, repair, and testing of electrical components and systems.

5. Emergency response services.

6. Preventative maintenance services.

7. Other services related to the above tasks.

Work Report Requirements The contractor shall provide reports detailing the status of the serviced items, any deficiencies, and actions taken to correct identified deficiencies to the COR. The COR may also require the contractor to complete additional reports to meet facility standards, at no additional cost to the VAMC.

Work Standards The following conditions to apply to the electrical work ordered (as appropriate):

1. The contractor shall be able to repair and maintain electrical outlets, switches, electrical equipment, data drops and terminations, defective wiring and electrical panel boxes and disconnects, transformers, lighting systems, kitchen and medical equipment, emergency generators, Automatic Transfer Switches (ATS), UPS equipment and systems.

2. The contractor shall be able to install electrical wiring, switchgear, outlets, circuit breaker panels, data drops and terminations, disconnects, lighting fixtures, fans, motors, and other medical equipment and devices.

3. The contractor shall be able to work on 480/220/120 voltages and low voltage direct current systems.

4. All work performed and supplies used must meet State and Federal electrical codes.

5. Contractor must have a valid Master Electrical license and for each project will have at least one Journeyman electrician on site at all times.

6. The contractor shall comply with all applicable Federal, State, and Department of Veterans Affairs regulations pertaining to safety, environmental protections, traffic control, and fire prevention.

VAMC Work Conditions The technician’s service visit shall be scheduled in advance with the permission of the COR. Technicians who show up without prior permission may be turned away at the fault of the vendor.

When the technician arrives at the VAMC to perform the work, the technician shall check in with the COR and follow their directions in performing the work in accordance with VAMC standards.

The government retains the right to refuse entry to the VAMC to any personnel for any or no reason.

Work Hours Routine working hours are from 7:00 AM EST to 4:30 PM EST weekdays. This may vary by VAMC, and if so, will be specified in individual TOs. National holidays are excluded from routine working hours. Scheduling must be coordinated in advance with the COR of the ordering VAMC.

Response Times The vendor should expect to provide (at the longest) a 5-day response time to have a qualified technician at the requesting site and ready to work for routine hour work requests.

Emergency response capability must be available by the vendor. A 4-hour response time from when a COR initiates the call for service to having a qualified technician at the requesting site and ready to work for emergency requests is required.

Infection Control Contractor shall conform to the infection control measures as specified in individual TOs. Reasonable pricing adjustments that result from elevated infection control measure costs will be considered on the TO quote evaluations.

Security Requirements The contractor shall comply with all security regulations imposed by the ordering VAMC, as articulated by the COR and VA Police. Any needed security clearances shall be obtained prior to commencement of work.

Transportation, Handling, and Storage The contractor shall coordinate with suppliers and shippers to ensure that incoming materials are properly identified with the contractor’s information. The contractor shall designate an authorized individual to be available to receive shipment. The VAMC warehouse facilities are not the shipping point and are not available for Contractor’s use, without the CO’s prior, written approval. On-site storage will have to be coordinated with the VAMC’s COR. The CO will not authorize payment for any issues or damages arising from the receipt of materials not properly handled in accordance with these terms.

Cleanup and Disposal of Debris and Fill Materials At the end of each workday, the contractor shall clean up the work and storage areas and stack all materials in a manner approved by the COR. Upon completion of a project, the contractor shall ensure that all dirt, trash, and debris resulting from the construction operations are removed from the work area. Unless directed otherwise in the TO, disposal of debris shall be made at the contractor’s expense and shall be delivered to a state-approved disposal site located off the VAMC grounds. Debris shall not be left in such a manner that wind or other weather conditions can cause the debris to be scattered outside the work area or inside the facilities via local foot traffic.

Quality Assurance The COR shall monitor contractor performance quality, and the COR’s feedback will inform the performance evaluations created by the CO. Key items the COR will watch for include, but are not limited to: response timeliness, technician preparation and readiness to perform the work, the quality of the work performed, professionalism of the technicians, and compliance with contract and facility requirements.

The COR shall inform the CO of any performance deficiencies. If the CO finds the complaint to be valid, he shall give the contractor an opportunity to correct the deficiency (at no additional cost to the VA). If correction is not made by the contractor, the CO may authorize payment of less than the invoiced amount for services rendered and retains the right to exercise all other legal remedies.

The contractor shall provide at least a 1-year manufacturer’s warranty on all parts and labor.

The VAMC will not pay for travel and shipping costs associated with any warranty repairs. Those costs shall be borne by the contractor.

Parts may be purchased and provided for use by the VA. Parts purchased by the VA and used by the contractor but is found to have latent deficiencies will be exempt from this warranty requirement.

Ordering Individual TOs will be issued on an as needed basis during the period of performance specified. The TOs will be issued based on proposals from the contractor that are developed from scopes of work provided by the VAMC COR. If that quote represents best value to the government, the CO will issue a TO to the contractor for acceptance.

Any services to be furnished under this contract will be ordered by issuance of TOs by the individuals or activities designated in this contract. Any Federal Contracting Officer, at the locations specified in the solicitation, or as approved in writing by the issuing office Contracting Officer, is authorized to issue orders under the BPA contract within the individual’s warrant levels.

Orders may be issued from date of contract award until the last day of the BPA period of performance. The Government reserves the right to unilaterally modify the contract to incorporate any future statutory changes.

All TOs are subject to the terms and conditions of this contract. In the event of conflict between a TO and this contract, the contract will govern. The Government reserves the right to incorporate additional clauses, as appropriate, into individual TO solicitations and awards.

The COR may also request the contractor’s quote, but the COR is not able to issue a TO or commit funding from the government. The contractor’s quoted price shall be written using the agreed-to pricing included in the underlying BPA terms. Materials may be provided by the VAMC, or the contractor may be asked to purchase the materials.

TO invoices shall be submitted electronically and paid by direct deposit. Contractor shall have the ability to accept credit card orders. The COR may use the credit card to order work within the limitations of the GPC program.

The services to be furnished under this contract will be ordered by issuance of TOs by the CO for eligible VAMCs. Any properly-warranted federal Contracting Officer in NCO1 is authorized to issue orders from the BPA for service within VAMC Providence.

All TOs incorporate the terms and conditions of the BPA. The Government reserves the right to incorporate additional clauses and terms as appropriate into individual TO solicitations and awards.

TO Quote Structure For each TO requested by the CO, the vendor shall prepare a quote using the pricing information detailed in the Price/Cost Schedule. The vendor will show how many hours are anticipated to be used at what hourly rate, the wholesale material cost to the vendor, the material cost mark-up based on the agreed-to %, the mobilization fee, and the final price.

Each TO will be firm-fixed price, so the vendor will provide their best estimate in the initial quote. Should the vendor not perform the service at their own direction, the vendor shall not be paid and may receive legal sanctions from the CO.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Year 1 Routine Hourly Labor Rate Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 238210 - Electrical Contractors and Other Wiring Installation Contractors PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 1 Emergency Hourly Labor Rate Contract Period: Base POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 2 Routine Hourly Labor Rate Contract Period: Option 1 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 2 Emergency Hourly Labor Rate Contract Period: Option 1 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 3 Routine Hourly Labor Rate Contract Period: Option 2 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 3 Emergency Hourly Labor Rate Contract Period: Option 2 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 4 Routine Hourly Labor Rate Contract Period: Option 3 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 4 Emergency Hourly Labor Rate Contract Period: Option 3 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 5 Routine Hourly Labor Rate Contract Period: Option 4 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Year 5 Emergency Hourly Labor Rate Contract Period: Option 4 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

B.2 TERMS AND CONDITIONS

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

B.3 ADMINISTRATIVE DATA

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

Primary Point of Contact: Issa Shawki Contracting Officer Issa.Shawki@va.gov

Alternate Point of Contact:

DUNS NUMBER:

Cognizant Office (Include complete address):

Department of Veterans Affairs VAMC Providence

830 Chalkstone Avenue Providence RI 02908

B.4 PRICING DATA

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

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

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

B.5 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 10 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

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

B.6 COLLOCATION

The Government reserves the right to require the BPA holder at any given time to collocate a portion of its workforce with the Program Office supported. The Government will make available office and equipment support for any such collocation. Collocation can only be directed by the Contracting Officer and must be in writing. The Government estimates that the percentage of labor hours (ordered for the total of orders in effect at any one time during the period of performance for orders under this BPA) to be collocated will be approximately %. However, the Government reserves the right to require that all BPA holder personnel performing services on orders be located in BPA holder facilities. In the event that the Government requires collocation of more or less than % of contract employees performing on orders, this will not provide the basis for any equitable adjustment to the price, terms and/or conditions of the contract.

B.7 SEGREGATION OF COSTS

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

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

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

B.8 GENERAL SERVICES ORDERS

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

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

B.9 LABOR HOUR ORDERS

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

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

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

d. The labor categories and hours specified in each order represent the current best estimate of the services to be performed. To enhance flexibility and to allow the BPA holder to determine the optimum labor mix for the order the BPA holder may without notice to the Government, increase or decrease the number of hours for each category specified in the individual order by no more than 1%. These adjustments are allowable only to the extent that the ceiling price and the total number of hours of the labor CLIN(s) are not exceeded. The BPA holder will not be paid more than the ceiling price of any individual order.

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

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

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

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

B.10 NONPERSONAL SERVICES

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

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

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

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

B.11 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $200,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $2,000,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.12 OBLIGATION OF FUNDS

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

B.13 PERIOD OF PERFORMANCE

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

B.14 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

All VHA NCO 01 Contracting Officers

B.15 ORDER FORMAT

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

B.16 AUTHORIZED REPRESENTATIVES

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

Issa.Shawki@va.gov The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

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

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

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

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

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

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

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

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

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

B.17 FEDERAL HOLIDAYS

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

Independence Day

B.18 PROHIBIT ACTIVITIES

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

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

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

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

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

B.19 BPA EMPLOYEE IDENTIFICATION

All support BPA holder personnel will be required to wear company identification badges in order to distinguish themselves from Government (organic) employees. When conversing with Government personnel during business meetings and over the telephone, support BPA holder personnel shall identify themselves as such to avoid situations arising where sensitive topics might be better discussed solely between Government employees. Where practicable, support BPA holders occupying collocated space with their Government program customer should identify their workspace area with their name and company affiliation.

B.20 SUPPORT BPA HOLDER COLLOCATION RENTAL FEES

Should support BPA holders be required to be collocated with their Government customer in an office building owned by a third party, and if "rent" is charged by said third party for such occupation of work space, the BPA holder may recover such expenses on a cost-reimbursement basis to the extent authorized by the order(s).

B.21 ORDERING MANAGEMENT

a. Order Management Requirements: Delivery of services shall be implemented only if directed by an order. The BPA holder shall respond in no more than working days from the issuance of the order to identify the Contractor's Task Leader. The Contractor's Task Leader shall arrange for a meeting between the BPA holder Task Leader and the COR to obtain the necessary detailed information to proceed with the task.

b. Order Procedures: Each Request for Proposal for an order will contain a Statement of Objectives (SOO), or other performance based work statement, describing the program to be supported, a description of the task, evaluation criteria, the deliverables, an order start and completion date, and the COR. The BPA holder(s) solicited will respond to the SOO with a Performance Work Statement (PWS), a proposed technical solution including labor mix and hours, and a proposed ceiling or fixed price for the order. Note: The Government will accept order proposals only from BPA holders that it has solicited. The PWS and labor mix will be incorporated into any resulting order. The proposed technical solution may also be incorporated in the order. The BPA holder on a per site basis will assign the Task Leader.

c. Order Accounting: The BPA holder's order accounting system shall provide traceability of all labor hour and cost reimbursable elements (e.g. travel, material, other authorized direct costs) ordered by each program's funding citation's Accounting Classification Reference Number (i.e. "acrn" assigned at the "SubCLIN" level in Section B), if required by the program office. Otherwise, traceability shall be at the CLIN level, to include segregation by Government appropriation (i.e. "color of money"), set forth in the order. Under no circumstances will any invoice exceed the period of performance, hours or dollar amount (ceiling price) for any funded order. The BPA holder will separately track and invoice US Government and FMS charges. All invoices submitted for payment shall clearly identify:

1. Government order number.

2. Period of performance

3. Amount due by CLIN

4. Labor hours provided per labor category

d. The BPA holder shall prepare and maintain a Funds and Man-hour Expenditure Report for each order. The BPA holder will submit reports, in contractor format, to the COR and Contracting Officer on a regular basis as defined by each order. Reporting shall include schedule by task, labor hour expenditures by labor category by task, cost reimbursable elements, calendar of supported travel, reviews, meetings and briefings, deliverables status and an estimated completion date. The report shall also identify the most significant cost driver(s) for each task (i.e. Schedule, Type of Program, and Complexity), the value of the driver, and a brief explanation. The Government shall identify a standard set of activities and definitions. For each task, the BPA holder shall identify the approximate percentage of hours allocated to those activities. Until such a time as the Government provides this standard set of activities, the BPA holder will not be required to provide this information. The Funds and Man-hour Expenditure Report will be prepared and submitted by those individuals covered by company overhead and will not be directly charged to any specific labor category on a specific order. These reports will be submitted electronically.

e. Closeout Procedures: To facilitate closeout of individual orders placed under this BPA, within thirty (30) days of completion of any individual order, the BPA holder shall present a final invoice to the Contracting Officer that contains a complete accounting of hours expended by category, the prices associated with those hours, any cost reimbursable expenses, and a proposed final price. If the Government concurs with the invoice and the proposed final price is within the ceiling price of the order, the Government will issue an order modification converting the order to a firm fixed price order at the proposed final price.

B.22 PERFORMANCE

The following terms and conditions are applicable:

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

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

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

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

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

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

B.23 MANAGEMENT CONTROL

The BPA holder shall provide to the Contracting Officer (CO) a list of all teaming partners or subcontractors within calendar days after order award. As subcontractors and/or teaming partners are added, and/or deleted, an updated listing will be provided to the CO within calendar days of such change. All BPA holder personnel shall display identification badges at all times while charging hours to the order or at a government or government contractor location. Authorized Government personnel shall accompany all visits to Department of Veterans Affairs Program Offices, unless other specific arrangements have been made.

B.24 INVOICES

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

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

B.25 PRECEDENCE

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

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment…