49100425Q0005 - UNITE BPA (Official Solicitation).docx

49100425Q0005 Section A

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

49100425Q0005

Devin Faggs

(703) 292-4932

National Science Foundation Div. of Acq. & Cooperative Support 2415 Eisenhower Ave.

Alexandria VA 22314

X

N/A

BFA/DACS

2415 Eisenhower Ave.

Alexandria VA 22314

DACS

National Science Foundation Div. of Acq. & Cooperative Support

DFM, Phone: (703) 292-8280 Commercial Cash Management

See CONTINUATION Page

See CONTINUATION Page

Table of Contents

SUPPLIES OR SERVICES AND PRICE/COSTS

SECTION A - TERMS AND CONDITIONS

A.1 BPA Holder and Award Number

Pursuant to the General Services Administration (GSA) Federal Supply Schedule (FSS), the Multiple Award Schedule (MAS) contract TBD, and Federal Acquisition Regulation (FAR) 8.405-3, Blanket Purchase Agreements (BPAs), the Contractor(s) agree to the following terms of a BPA, established and administered by National Science Foundation (NSF).

Award Number: TBD BPA Holder: TBD Team Member(s): TBD

A.2 FSS RFQ INTRODUCTORY LANGUAGE

In accordance with Federal Acquisition Regulation (FAR) Part 8.4 ordering procedures, if the contractor’s quote is selected by the Contracting Officer for award, the National Science Foundation (NSF) and [Contractor Name] shall enter into a Blanket Purchase Agreement (BPA) for the Unified Network for Innovative Technology and Engineering (UNITE) BPA from the General Service Administration (GSA) Multiple Award Schedule (MAS) under Contract No. [Schedule Contract Number: TBD upon award] in support of NSF. NSF intends to award this requirement as a multiple-award BPA. The resultant BPA will outline and provide for specific pricing and terms and conditions, beyond what is set forth in the GSA Schedule.

All quotes received from GSA contract holders of the correct MAS and Schedule will be fairly considered for award in accordance with the basis for selection in this RFQ.

This solicitation has been fully set aside for Small Business (SB) GSA MAS contract holders under the NSF-Wide BPA.

Listed below are the NAICS Codes, MAS Special Item Numbers (SINs), and dollar values and/or number of employees necessary to qualify as a small business under Task Orders for providing Professional Services. No other NAICS Codes and associated size standards will be considered at the Task Order level. A BPA-level holder who does not have any MAS CTA members who cover that NAICS will not be able to compete on that task order.

A.2.1. Professional Services – Technical and Engineering Services (non-IT) The NAICS code is the following:

1. NAICS 541330 - Engineering Services = size standard $25.5 million.

541330ENG

NOTE: Services under this SIN cannot include architect-engineer services as defined in the Brooks Act and FAR Part 2, or construction services as defined in FAR Parts 2 and 36.

Subgroups (Subgroups are provided for market research purposes only. Buyers should confirm specific contract offerings are available by verifying awarded products and services on the contractor's GSA pricelist.)

2. NAICS 541990 - All Other Professional, Scientific, and Technical Services. The small business size standard is $19.5 million.

A.2.2. Professional Services – Business Administrative Services The NAICS code is the following:

3. NAICS 541611 - Administrative Management and General Management Consulting Services. The small business size standard is $24.5 million.

Inherently Governmental services as identified in FAR 7.503 or by the ordering agency are prohibited. It is the responsibility of the Contracting Officer placing the order to make this determination. Ordering activities must require prospective contractors to identify potential conflicts of interest and address those, prior to task order award.

Personal services as defined in FAR 37.104 are prohibited.

A.2.3. Professional Services - Training The NAICS code is the following:

4. NAICS 611430 - Professional and Management Development Training. The small business size standard is $15.0 million.

A.2.4. Professional Services - Marketing and Public Relations The NAICS code is the following:

5. NAICS 561920 - Conference, Meeting, Event and Trade Show Planning Services. The small business size standard is $20.0 million.

The terms and conditions of the contractor's FSS contract (including any contract modifications) apply to all BPA and task orders issued under the BPA contract as a result of this RFQ. When a lower price has been established, or when the delivery terms, FOB terms, or ordering requirements have been modified by the BPA or task/delivery order, those modified terms will apply to all purchases made pursuant to it and take precedence over the FSS contract. Any unique terms and conditions of a BPA or task order issued under the contract that are not a part of the applicable FSS contract will govern. In the event of an inconsistency between the terms and conditions of a BPA or task/delivery order and the Contractor's FSS terms, other than those identified above, the terms of the FSS contract will take precedence.***** End Word Document - ' FSS RFQ INTRODUCTORY LANGUAGE' ***** A.3 Additional Terms and Conditions

BPA SCOPE

This Multiple-award BPA is for Unified Network for Innovative Technology and Engineering (UNITE) BPA for the Division of Acquisition and Cooperative Support within NSF.

The Terms and Conditions of the successful Schedule Holders’ basic GSA schedule contract are applicable to this BPA on all subsequent Task Orders and are hereby incorporated by reference. The Contractor shall comply with all terms and conditions of the Contractor’s GSA MAS contract, the BPA, and Task Orders issued against the BPA. The terms and conditions of the Contractor’s GSA MAS contract shall prevail over the BPA and Orders. The terms and conditions in this BPA apply to all Task Orders placed pursuant to it.

The BPA does not obligate funding, as such, there is no guaranteed minimum for any awarded BPA. The Government is obligated only to the extent of duly authorized Task Orders issued against this BPA. It is the responsibility of the individual NSF Program Offices to ensure adequate funds are available for each Task Order.

No MAS labor categories, labor rates, or price lists will be added or awarded in the BPA at the time of issuance. The BPA will specify the required minimum discounts to be used on all future order solicitations and reference the applicable GSA MAS contract number(s). If additional labor categories are subsequently added to the Contractor’s GSA MAS contract, those categories may be proposed and utilized for Task Orders under this BPA, subject to approval by the Contracting Officer.

A.4 FLOW DOWN CLAUSES

All applicable GSA Schedule contract clauses shall flow down to the awarded BPA and its BPA Call Orders. If the current GSA Schedule is replaced with a subsequent schedule, the applicable terms and conditions of the subsequent schedule shall be incorporated into this agreement and the term of such subsequent schedule shall also apply. However, a follow-on GSA Schedule will not impact the maximum term of the BPA and its orders. Further, BPA pricing will only be impacted as a result of a bilateral modification to the BPA.

A.5 ORDER OF PRECEDENCE

All orders placed against the BPA are subject to the terms and conditions of the contractor’s GSA schedule contract. In the event of any inconsistencies between the provisions of the order, the BPAs and the GSA Schedule contract, the provisions of the Schedule contract will take precedence. In the event that a specific term and/or condition of the BPA conflicts with a specific term and/or condition of the GSA schedule contract, then the specific terms and conditions of the GSA Schedule contract will prevail. Unless otherwise mutually agreed to in writing by the Government and the Contractor, the terms and conditions of the GSA contract will remain in effect.

A.6 SECURITY OR OTHER REQUIREMENTS

Any security or other requirements, such as non-disclosures or conflict of interest beyond those required in this BPA shall be specified in each BPA Call Order whether included in full text or by reference.

A.7 BPA ORDER CLOSEOUT

It is the intention of the Government to perform close-out procedures on an individual BPA Order basis. The Contractor agrees to perform those internal functions necessary to support the close- out process in a timely manner. BPA Order close-out will generally occur as soon as possible after completion of the work involved.

A.8 PROTECTION OF GOVERNMENT FURNISHED INFORMATION

The contractor shall at all times protect and preserve from loss, damage or harm, all information and data of every description, including that which may be government furnished or government owned. The contractor shall keep the information confidential, use appropriate safeguards to maintain its security in accordance with minimum Federal standards. The contractor must ensure that its subcontractor(s) will adhere to the same minimum Federal standards when working with sensitive data.

The contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of work under the Order. In addition, the contractor shall protect all government data, equipment, etc., by treating the information as sensitive. Given the nature of the work involved, the contractor may have access to sensitive information which must be protected from disclosure to unauthorized individuals.

Sensitive but unclassified information and data will only be disclosed to authorized personnel as described in the order. The contractor shall ensure that appropriate administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information and data is properly protected. When no longer required, this information and data shall be returned to Government control; destroyed; or held until otherwise directed by the Contracting Officer.

A.9 BPA ORDERING PROCEDURES

1. Ordering procedures shall be in accordance with FAR 8.405-3(c)(1).

2. Orders placed against this BPA may be Firm Fixed-Price (FFP), Labor-Hour (LH), Time-and-Materials (T&M) or a hybrid/combination of all/any of them, at the discretion of the ordering Contracting Officer. No order can be formulated based on rates exceeding the BPA rates.

3. The BPA does not obligate any funds. All funding will be provided via the BPA order. A BPA order will be considered issued when the ordering Contracting Officer transmits a funded BPA order to the contractor. The Government is obligated only to the extent of authorized purchases by orders issued under the BPA.

4. All costs associated with preparation and/or discussion of the Contractor’s order quotations will be at the Contractor’s expense; NSF will not be responsible for any related expenses.

5. The BPA shall remain in effect for a maximum of five (5) years from the date of award; the period of performance for the BPA will be one (1) one-year base period and four (4)-one year option periods. The BPA may extend beyond Contractor’s current term of their GSA Schedule contract, so long as there are option periods in their GSA Schedule contract that, if exercised, will cover the BPA’s period of performance. Should any contractor’s GSA Schedule ultimate contract end date be prior to the anticipated five years of the BPA, the BPA will only be awarded through their GSA Schedule ultimate contract end date.

6. Any order issued against the BPA before the BPA expires will have its own Period of Performance (including order options). Options are allowable on BPA orders.

7. If orders issued within the BPA Ordering Period(s) include options, the order options may be exercised after the BPA ordering end date(s) provided that:

a. The initial order that includes the option was issued before the BPA end date and does not exceed 12 months past the expiration date of the BPA;

b. The ordering Contracting Officer determines that the underlying GSA Schedule is still valid at the time the order option is exercised and still includes the applicable services; and

c. The ordering Contracting Officer satisfies all other applicable regulations for exercise of options.

8. The funding allocated through each order shall be appropriate to the fiscal year(s) and in line with NSF appropriation regulations.

9. The BPA order shall include a requirements statement in the form of a Statement of Work (SOW), Statement of Objectives (SOO), or Performance Work Statement (PWS) which may describe the specific work requirements and objectives; the deliverables that will be required; the period of performance of the work; reporting requirements; performance measures and expectations; and any other special requirements (including travel) necessary to perform the work. BPA orders will include all of the required information stated in FAR 8.406-1 Order Placement.

10. Place of performance shall be specified on each individual BPA Call Order.

11. Any possible travel requirements and the Not-to-Exceed (NTE) amount for travel or Order Level Materials (OLMs) shall be specified on each individual BPA order, as needed.

12. The BPA will be reviewed annually at the time of option exercise, as referenced by FAR 8.405-3(e).

13. This BPA shall survive unto Vendor, its Successors, rights, and assigns. The terms and conditions in this BPA shall survive the acquisition or merger of Vendor by or with another entity. Vendor shall ensure these survivorship terms are included in any such merger or acquisition agreement, including a duty on the part of the surviving entity to abide by the terms of this BPA. All included clauses carry across the Prime, Subcontractor, and Teaming Partner.

14. The Government estimates, but does not guarantee, that the volume of purchases under the BPA may be approximately $200 M over 5 years. The Government is obligated only to the extent of authorized BPA Call Order purchases awarded under the BPA.

There is no minimum order guarantee.

15. This BPA is limited for use by the National Science Foundation only.

16. Additional personnel may be identified as Key Personnel on an order-by-order basis.

17. BPA Orders and their administration will be accomplished by officially warranted NSF Contracting Officers.

18. The contractor shall provide all quotes requested by the ordering Contracting Officer within 5 working days of receipt of the request. In exceptional circumstances the NSF may request quotes withing 2 days. See NSF UNITE BPA Ordering Guide.

19. The contractor may be required to submit an Organizational Conflict of Interest (OCI) Mitigation Plan with the quote for each BPA call order. This is at the discretion of the ordering Contracting Officer.

20. The Government intends to use electronic commerce methods to the maximum extent practicable for orders.

A.10 Definitions Blanket Purchase Agreement (BPA) —Refers to an agreement between the Government and contractor(s) allowing repetitive Orders (no minimum Order guaranteed) during a specified period (See FAR 8.405-3).

Blanket Purchase Agreement Contracting Officer (BPA CO) —The Contracting Officer is the final authority in all contractual matters related to the BPAs. The BPA CO has overall responsibility for administration of the BPA and is authorized to take action on behalf of the Government relating to the BPA.

BPA Holder—refers to the CTA Leader or Prime Contractor (if a CTA is not contemplated).

Contracting Officer's Representative (COR). The Orders will indicate who has been designated as the Order COR to assist the OCO in the discharge of contract administration responsibilities. Under the specific Order, the basic responsibilities of the Order COR will be outlined in a delegation memo provided to the Order COR at Order award. Some of these duties included, but are not limited to, inspecting and accepting deliverables, monitoring Contractor performance, reviewing invoices, issuing technical direction, perform evaluations of Contractor’s performance, etc. The Order COR is not a Contracting Officer and is not authorized to modify the terms and conditions of an Order.

Contract --- When used herein, refers to the BPA.

Contractor—Refers to the entity that is awarded a BPA—Prime Contractor (if a CTA is not contemplated) or CTA Leader.

Contractor Team Arrangement (CTA)—A formal written arrangement in which two or more GSA Schedule contractors work together to meet ordering activity needs. Each member of the CTA must have a Schedule Contract and is responsible for duties addressed in the CTA written agreement. These designated duties must fall within the scope of the individual Schedule contracts. Each team member of the CTA has privity of contract, and can interact directly with the Government. By complementing each other's capabilities, the CTA team offers a total solution to the ordering activity’s requirement, providing a “win-win” situation for all parties. For additional information on CTAs, see GSA link: http://www.gsa.gov/contractorteamarrangements.

CTA Leader—Refers to an entity that is the leader of the CTA. Only one CTA Leader is allowed per CTA. The CTA Leader is responsible for ensuring only one Member of the CTA responds to each Request for Quote (RFQ) Order in accordance with the CTA Document and BPA reporting requirements as outlined in this BPA. A CTA Leader is also a BPA Holder and Contractor.

CTA Team Member—refers to an entity that is a member of a CTA, not including subcontractors. The CTA Team Members will NOT be awarded their own BPAs. They shall abide by their CTA Document during RFQ Order competitions. All CTA Team Members shall sign the BPA award document as a concurrence in order to have privity of contract and allow the placement of Orders directly with the Order Leader. An Order Leader that is NOT the BPA level CTA Leader will be issued orders under their (CTA Team Member) GSA schedule Contract Number with reference to the BPA Level CTA Leader’s BPA Number in the description of the requirement field in FPDS.

Direct Reimbursable (DR)—contract line items with a not-to-exceed ceiling that provides for payment reimbursement at the contractor’s actual documented cost with no additional costs, indirect costs, fee, or profit.

Offeror – At the BPA level, Offeror refers to the CTA Leader or Prime Contractor.

Order Leader – Refers to the CTA Team Leader or CTA Team Member that is responsible for performance of work under individual Orders. Order Leaders will be designated in the CTA’s quote in response to Order RFQs under the BPA. If a CTA is not utilized, the Order Leader is synonymous with the Prime Contractor.

Order Contracting Officer (OCO)—will have final authority for individual awarded Orders. The OCO may delegate certain responsibilities to the Order Contracting Officer Representative (Order COR) associated with the performance of individual Orders. Order CORs name and contact information as well as delegated responsibilities will be provided to the contractor by the OCO.

Prime Contractor— Refers to an entity that is awarded a BPA but has opted not to enter into a CTA. It is an individual BPA Holder that does not have any CTA Team Members. A Prime Contractor is synonymous with BPA Holder.

Subcontractor – Explicitly Identified as “Subcontractors” in the BPA that do not have privity of contract with the Government (whether or not they are a GSA Schedule Holder) but must sign the BPA agreement and have a NSF Facility Clearance (If necessary) prior to Task Order performance. NOTE: This does not preclude use of BPA level CTA Team Leads, BPA level CTA Team Members, or any other contractor to perform as a subcontractor on any order notwithstanding they are not explicitly identified as a subcontractor on the BPA unless prohibited by the Ordering Contracting Officer.

Vendor—Refers to the Prime Contractor (if CTA is not contemplated) or the CTA Leader that is submitting a Quote in response to the BPA Request for Quote A.11 General Description The Contractor shall perform this effort required under this Blanket Purchase Agreement (BPA) on a Firm Fixed Price (FFP), Labor Hour (LH), and/or Time and Materials (T&M) basis. Travel and Other Direct Costs will be direct reimbursable line items. The work shall be performed in accordance with this BPA, individual Orders placed under this BPA, and the Contractor’s Multiple Award Schedule (MAS) contract (to include Contractor Teaming Arrangement schedules, if applicable) under which the resulting BPA is placed. If there is a conflict between the terms and conditions of the contractor’s MAS contract and the BPA or Order, the terms and conditions of the MAS contract shall control.

A.12 Supplies and Services The maximum estimated usage for this BPA is $200,000,000.00. BPA Holders are not guaranteed any Orders under this BPA.

Labor: Technical, Programmatic, and Engineering services and support to NSF (FFP, LH, & T&M Order Types) Travel: Direct Reimbursable Order Level Materials.: Direct Reimbursable Labor, Travel, and OLMs will be determined at the Order Level with stipulations and not to exceed (NTE) Ceiling Amounts.

*NSF intends burdened labor rates. The NFS intends to use order level materials (OLM) not Other Direct Costs (ODC)s.

The following abbreviations are used in this BPA:

CLIN - Contract Line-Item Number NTE - Not To Exceed FFP – Firm Fixed Price T&M – Time and Material LH – Labor Hours DR- Direct Reimbursable (considered materials under T&M contract type) Direct Labor Hours – fully burdened labor rates

A.13 Travel and Material Costs Travel and OLMs are anticipated during the performance of this BPA. Since these costs cannot be accurately forecasted at this time, they will be determined at the Order level and may be incrementally funded as indicated on the Order award document. Costs incurred under Travel and OLM CLINs will be reimbursable direct costs in accordance with Section (a) and (b) below. The Contractor shall not exceed the ceiling amounts specified in the Order, unless authorized by the Contracting Officer (CO). All travel and OLMs shall be approved by the Contracting Officer’s Representative (COR) or other designated Government Representative specified in the applicable Order in advance of the cost being accrued or incurred by the Contractor. The Contractor shall be reimbursed for actual allowable costs that apply up to the “not to exceed amount” shown in the schedule of the Order. When invoicing for Travel and OLMs, the Contractor shall submit documentation of the actual costs, including lodging and transportation receipts.

(a) Travel: Travel shall be reimbursed to the extent allowable pursuant to the Federal Travel Regulations (FTR)/Joint Travel Regulations (JTR). The Contractor shall use only the minimum number of travelers and rental cars needed to accomplish the task(s). Travel shall be scheduled during normal duty hours whenever possible. Airfare shall be reimbursed for actual common carrier fares, which are obtained by the most reasonable and economical means. When required, the most dependable means of ground transportation (i.e., taxi, bus, train, car rental) shall be used. Travel is anticipated to include Continental United States (CONUS) and Outside the Continental US (OCONUS) travel.

(b) OLMs: Incurrence of OLMs s shall only be for incidental material, copy reproduction, telephone charges, etc. and will be determined on a case by case basis at the Order level. Subcontract labor shall not be billed under the Other Direct Cost CLIN. The acquisition of laptops, coins, printers, etc. under the OLMs CLIN is prohibited unless authorized by the Contracting Officer (CO). Prior to the incurrence of any OLMs, the Contractor shall receive prior approval from the COR or other designated official at the Order level. No State’s Gross Receipts Tax shall not be reimbursed as an OLMs.

A.14 Labor Hour and Time and Material Type Orders The labor mix and rates specified in the Contractor’s quote and incorporated into awarded Orders are for estimation purposes. The Contractor may adjust/revise labor category(ies) and increase or decrease the number of labor hours by labor category within the labor CLIN, as needed, to effectively manage the project. These adjustments may occur provided the Order’s total funded labor costs and total labor hours are not exceeded. The COR shall receive notification of the proposed changes via email from the Contractor. Labor category and labor hour adjustment(s)/revision(s) on Orders shall be thoroughly documented and coordinated through and approved by the Contracting Officer’s Representative (COR) prior to the change taking place. Documentation will include, but is not limited to, the rationale for the adjustment(s)/revision(s), cost(s)/benefit(s) analysis of the change, overall benefit to the Government and/or the overall success of the Order, and a revised Task/Labor/Price or Cost Matrix if applicable. The Contractor shall also note any changes to labor categories and labor hours in its Order monthly status report. This clause does not apply to any adjustments/revisions to labor categories and/or hours that will increase or decrease an Order’s ceiling. Any changes that will increase or decrease the Order’s ceiling shall be approved by the Contracting Officer (CO). Failure to comply with this clause will negatively impact the Contractor’s past performance assessment.

A.15 Incremental Funding Limitation of Government’s Obligation NOTE: This Section will be invoked at the Order Level The Government, at its discretion, reserves the right to incrementally fund any Order issued under this BPA. If an Order is incrementally funded, the Order shall specify the total amount of the Order, the amount obligated, the estimated performance period based on the amount of available funds, and a statement that the Contractor is not required to perform work nor is the Government obligated to reimburse the Contractor for work performed in excess of the amounts obligated. All incrementally funded firm-fixed price Orders will be funded in accordance with the clause “NSF190 Availability of Funds For A Future Year”. Incrementally funded labor hour Orders will be funded in accordance with the FAR 52.232-22 “Limitation of Funds.”

A.16 Minimum Team Discount The CTA Leader or Prime Contractor (if not a CTA) shall apply a minimum discount from the prices listed on all GSA schedules (including Team Members if a CTA) as submitted under this BPA.

A.17 Monthly Status Reports for BPA The CTA Leader or Prime Contractor (if not a CTA) shall provide a Monthly Status Report (MSR) that briefly summarizes - by Order - the management and technical progress to date and current BPA accounting information indicated below to the BPA CO. The MSR shall provide, at a minimum, the following information:

· All Orders issued to the CTA Leader & its Team Member(s) or Prime Contractor (if not a CTA) by number and Contractor

· Status of all activities/requirements by program,

· Progress against milestones and estimated cost, (LH and T&M)

· Deliverables submitted for the period,

· Name, rate, and total billed hours by individual, (LH and T&M)

· Travel costs,

· OLMs costs,

· Subcontractor Labor costs if applicable

· All standards followed in support of these requirements.

The CTA Leader or Prime Contractor (if not a CTA) shall reconcile the MSR with each invoice such that they can be matched month by-month. Monthly Status Reports must be submitted within 10 calendar days after the end of each month.

A.18 Small Business Participation Reports

CTA Leader or Prime Contractor (if not a CTA) are responsible for the achieving small business requirements outlined in Section A.34 of this BPA. Every six (6) months, the CTA Leader or Prime Contractor (if not a CTA) shall submit a report entitled, “Small Business Participation Report” within 20 working days of the reporting period that includes the following:

· Order obligations for each reporting period and cumulatively starting from BPA award and throughout the BPA’s period of performance

· Dollars expended by employees of small business (i.e., CTA Team Leader, Team Members, and Subcontractors) on each Order issued to the CTA or Prime Contractor, if not a CTA.

The CTA shall complete and submit the Attachment #5 – Small Business Participation Report at the task order level.

A.19 Markings for electronic delivery Unless otherwise specified in individual Orders, electronic copies shall be delivered via email attachment. The Contractor shall label each electronic delivery with the Order number and project title in the subject line of the email transmittal.

A.20 PERIOD OF PERFORMANCE

The BPA shall remain in effect for a maximum of five (5) years from the date of award. Each Order awarded under the BPA will identify the required Task Order period of performance.

The terms and conditions of this BPA are valid beginning March 1, 2025, and continue through February 31, 2030. Orders issued prior to BPA expiration may be carried out to completion after February 31, 2030.

A.21 PLACE OF PERFORMANCE

The services specified by this contract shall be performed at the following location(s):

The primary place of performance for this BPA will be at the National Science Foundation: Address 2415 Eisenhower Ave, Alexandria, VA 22314. Performance under this BPA may also be at other Continental United States (CONUS) or Outside the Continental United States (OCONUS) locations. Each Order awarded under the BPA will identify the required place of performance.

A.22 GSA MAS Contract Applicability Any Order issued during the effective period of the BPA and not completed within that period shall be completed by the Contractor within the time specified in the Order. The Order shall govern the Contractor’s and Government’s rights and obligations with respect to that Order to the same extent as if the Order were completed during the BPA’s effective period.

The Government may cancel the BPA at any time by notifying the BPA Holder at least thirty (30) days in advance. BPA cancellation does not release the Contractor from the duty to continue Order performance. Ongoing Orders continue in accordance with their own period of performance, even if the BPA is cancelled. Termination procedures for Orders are addressed in the underlying GSA MAS Contract.

A.23 Ordering Period Orders for services specified in the Schedule of the BPA may be issued by any Contracting Officer from NSF offices within the ordering period of the BPA. Task Orders issued prior to BPA expiration may be carried out to completion.

A.24 Order Requests for Quotes (RFQs) and Quotes Schedule Each Order will set forth the basis upon which each deliverable will be invoiced: FFP; LH; or T&M. The Order will specify the delivery date(s) and/or period of performance for each deliverable.

A.25 Notice Regarding Late Delivery The Contractor shall notify the OCO, Order COR, program customer, and/or other authorized representative designated in each Order as soon as it becomes apparent to the Contractor that a scheduled delivery will be late. The Contractor shall include in the notification the rationale for late delivery, the expected date for the delivery and the project impact of the late delivery. Such notification does not limit the Government's rights and remedies.

SPECIAL CONTRACT REQUIREMENTS

A.26 Ordering Contracting Officer (OCO)

Any NSF Contracting Officer may issue an Order under this BPA. However, each OCO shall send a request to utilize this vehicle via email to the BPA Contracting Officer prior to issuing an RFQ. Once the request is received, the BPA Contracting Officer will provide the Order Guide to the OCO. OCOs will be the focal points for Orders in which they issue.

A.27 Order Correspondence

NOTE: This Section will be invoked at the Order Level

(a) OCO, Order COR, Program Office Technical Representative, or other authorized government representative shall be indicated on individual Orders.

(b) Technical Correspondence. Technical correspondence (as used herein, this term excludes technical correspondence where patent or technical data issues are involved and correspondence which proposes or otherwise involves waivers, deviations, or modifications to the requirements, terms, or conditions of this contract) shall be addressed to the Order COR and Program Office Technical Representative with an information copy of the correspondence to the OCO.

(c) Other than technical correspondence. Other than technical correspondence shall be addressed to the OCO, with information copies of the correspondence to the Order COR, and to the Patent Counsel (where patent or technical data issues are involved). The Contractor shall use the OCO as the focal point of the contract. The OCO will be identified on individual Orders.

A.28 Invoice Submission Procedures

NOTE: This Section will be invoked at the Order Level

Invoices shall be submitted by the Order Lead. Payment under the Order awards shall be made to the Order Lead (See NSF110 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS for invoicing).

(a) Invoice for Fixed Price Labor CLINs

Invoicing procedures for fixed price CLINs will be determined at the Order level. Invoicing procedures may require billing by deliverable or by a fixed monthly rate.

(b) Invoice for Labor Hour CLINs

(1) Contractors shall invoice monthly on the basis of direct productive labor hours (DPLH) worked. The invoice shall include the period of performance covered by the invoice, the CLIN number, and the CLIN name. In addition, the Order Lead shall provide the following detailed information for each invoice submitted, as applicable, for each current and past employee on the Order. Spreadsheet submissions are required:

(2) The billing rate for the invoice may not exceed the billing rate specified for the relevant labor category/discipline for the Order including all relevant discounts.

(3) Subcontractor labor shall be mapped through the prime contractor’s GSA Schedule labor categories/disciplines and billed at the relevant rates including all applicable discounts.

(c) Invoice for Direct Reimbursement CLINs

(1) Travel

The Order Lead may invoice monthly for cost incurred for travel in accordance with the JTR/FTR. The invoice shall include the period of performance covered by the invoice, the CLIN number and title and the Order number. Separate worksheets, in MS Office Suite or PDF format, shall be submitted for travel.

CLIN/Order Total Travel: This will identify all current and past travel on the project and the total costs billed. The listing shall include separate columns and totals for the current invoice period and the project to date:

Travel costs in excess of per diem rates will not be allowable unless prior written approval is obtained from the CO or COR. Invoices which contain travel costs in excess of per diem rates shall include a copy of the written approval.

(2) Order Level Materials (OLMs)

The Order Lead may invoice monthly on the basis of cost incurred for OLMs CLINs. The invoice shall include the period of performance covered by the invoice, the CLIN number and title and the Order number. In addition, the Order Lead shall provide the following detailed information for each invoice submitted, as applicable. Separate worksheets, in MS Excel format, are required.

A.29 Contractor Contact and Information

CTA Leader, if CTA is contemplated

****TBD AT BPA AWARD

Prime Contractor, if CTA is not contemplated

BPA Program Manager

****TBD AT BPA AWARD

BPA Contracts Manager

****TBD AT BPA AWARD

Team Members, if applicable

****TBD AT BPA AWARD

Subcontractors, if applicable

****TBD AT BPA AWARD

A.30 Contractor Teaming Arrangements

Contractor Teaming Arrangements (CTAs – see http://www.gsa.gov/cta) and Subcontracting are strongly encouraged to ensure the success of this BPA. If an entity is identified as a CTA Team Member (which means a Schedule contractor working with another Schedule contractor, and is distinguished from subcontracting), all effort proposed for performance by that entity shall be priced based on the CTA Team Member's GSA schedule less any discount agreed to in the BPA or further discounts proposed on an individual Order. Each CTA Team Member is permitted to be part of only one CTA. If an entity is identified as a subcontractor in the CTA, effort proposed for performance by that entity shall be mapped into the designated Prime Contractor's (CTA Leader, Order Lead, or BPA Holder, if not a CTA) GSA schedule rates. Subcontractors, whether they hold a Multiple Award Schedule Contract or not, are not part of the CTA for BPA purposes and are not a party to the BPA Agreement. At the Order level, the BPA CTA Leader may propose that a CTA Team Member take the lead and be directly named as the Order Lead under a resulting Order award. A CTA Team Member receiving such a direct award may utilize other CTA Team Members on the BPA if allowed by their CTA document.

The CTA Leader shall ensure only one CTA Team Member of the CTA responds to each Request for Quote in accordance with the CTA document. The Contractor awarded the Order is responsible for performance, including all deliverables, CTA Team Members, and Subcontractor(s) on the Order.

CTA relationship is clearly defined at GSA’s website: http://www.gsa.gov/portal/category/ Separate Small Business Subcontracting Plans are not required under this BPA. All CTA Team Members shall comply with GSA Master Schedule Small Business Subcontracting Plan requirements.

A.31 Process for Modifying Team Composition

(a) Adding Subcontractors: During the period of performance of this BPA, BPA Holders may submit a request via email to the BPA Contracting Officer to add subcontractors to their teams prior to proposing them in response to a RFQ and performance under an active Order. The request from the BPA Holder shall include:

(1) A brief description of the work and whether the work requires a security clearance;

(2) Subcontractors’ Unique Entity Identifier, Cage Code, and documentation that it has an active Facility Clearance if applicable

(3) A brief summary of how the subcontractor will add value and documentation that demonstrates the subcontractor has an active Facility Clearance.

(a) The BPA Contracting Officer shall work with the OCO and NSF Security Personnel to perform a past performance assessment and Facility Clearance Verification, respectively. The BPA Contracting Officer will issue a modification to add any proposed subcontractors once all requirements have been satisfied. The OCO is responsible for processing a Contract Security Classification form for the subcontractor if applicable.

(b)…