ATT 1 Terms and Conditions.pdf

Attachment 1

Terms and Conditions dated 15 August 2022

TERMS AND CONDITIONS

BLANKET PURCHASE AGREEMENT (BPA)

North Dakota Air National Guard (NDANG)

1400 32nd Ave. North, Fargo, ND

58102-1051

1.0 GENERAL.

1.1 Background. The 119th Wing (WG), North Dakota Air National Guard (NDANG) currently has a

Blanket Purchase Agreement (BPA) for lodging to support Regularly Scheduled Drill (RSD) and

Rescheduled Drill (RD) (hereafter “RSD” and “RD” will be referred to as “Drill”) training requirements for members conducting Drill in Fargo, ND. This BPA was established to support the

119th Wing Drill Status Lodging Program that is currently being operated and managed by the

NDANG Services Flight. The program primarily exists for unit members who are located outside of the local commuting distance in the Fargo, ND area who require lodging to attend Drill. The current

BPA serves as the NDANG’s formal agreement for commercial lodging over Drill periods, also known as “Guard Drill” or “Drill Weekend” training. It is the intention of the NDANG to continue utilizing

BPAs as the primary contracting tool for the required housing services to maintain continuity, auditable material control, and streamlined billing procedures for the contractor. The terms and conditions are set forth herein. Please note that the Federal Acquisition Regulation (FAR) and Defense

Federal Acquisition Regulation Supplement (DFARS) apply to this BPA, predominantly FAR Part 12, FAR 13.303, and DFARS 213.303.

1.2 Description of Agreement. The NDANG has a primary requirement for commercial lodging and associated support services to house NDANG members on Drill status. Drill status may fall on any day of the month for select individuals, but generally the requirement for lodging exists over the course of the first full weekend of any given month with the exception of July each year (no Drill in July).

Over these “Drill weekends”, approximately 189 nights of lodging, on average, are required in the

Fargo, ND area for 80 to 100 personnel (112 “single” occupancy rooms per month on average; 77

“double” occupancy rooms per month on average). During the month of June each year, approximately 400 nights of lodging are required (220 “single” occupancy rooms; 180 “double” occupancy rooms). The required nights of lodging for eligible personnel may occasionally increase or decrease significantly, depending on mission requirements. Due to AT/OPSEC requirements, only limited dates for known required lodging will be provided for predetermined Drill status training periods (Drill Weekends) and those dates can be found in the associated Statement of Work; additional dates shall be provided at the time of any resultant award to an interested party who provides a successful offer. Additionally, requirements exist for lodging outside of the primary Drill Weekends throughout the course of any given month. The contractor shall provide lodging upon request by the

Government for lodging requirements that fall outside of regularly scheduled Drill Weekends. The objective of this agreement is to provide commercial lodging and associated (authorized) services for the NDANG in the local Fargo, ND area while achieving the best terms, conditions and pricing.

Additionally, the NDANG seeks to streamline invoicing, billing, payment, ordering and delivery processes while standardizing existing reporting and analytical methods for audit and asset management. The invoicing and payment vehicle for the 119th Wing Drill Status Lodging Program shall be Wide Area Work Flow (WAWF). Supplemental invoicing information shall be provided in any resultant BPA affiliated with these Terms and Conditions (DFARS Clause 252-232-7006-Wide

Area Workflow Payment Instructions).

1.3 Modifications and Cancellation. This agreement may be modified or may be canceled in its entirety by either party upon thirty (30) days written notice to the other party, except that this Agreement may be canceled by the Government at any time if the parties fail to agree upon any deletion, amendment or addition to this Agreement which is required by statute, Executive order, the FAR and/or this

Supplement. No deletion, modification, addition to, or cancellation of, the Agreement shall affect any contracts therefore entered into between the parties in which this Agreement or portion thereof has been incorporated by reference.

2.0 BPA AUTHORITIES.

2.1 Contracting Officer’s Authority. The NDANG Contracting Officer (KO) is the

ONLY person authorized to direct changes in any of the requirements under this BPA and notwithstanding any provisions contained elsewhere in this BPA, said authority remains solely with the

KO. In the event the contractor effects any such unauthorized change at the direction of any person other than the KO, implementation of such change shall be considered made without authority and solely at the risk of the contractor.

2.2 Contractor’s Authority. The contractor shall not accept any instructions issued by Government personnel other than those given by the KO or Authorized Users within the limit of his/her written authority. The contractor shall not in any way represent that he/she is a part of the U.S. Government or that he/she has any authority to contract or procure supplies under the account of the United States of

America or the NDANG.

3.0 TERMS OF THE BPA.

3.1 The Period of Performance of this BPA shall be five (5) years, 1 September 2022 – 31 August 2027, or a BPA total dollar value cap of $250,000.00, whichever occurs first. Additionally, no single “call” or

“order” shall exceed $20,000.00 (*subject to change at time of establishment of any resultant BPA).

This Agreement shall be reviewed, as a minimum, annually before the anniversary of its effective date, and revised to conform to all requirements of statutes, Executive orders, or the FAR and this

Supplement. This revision shall be evidenced by an agreement modifying this BPA or by the issuance of a superseding BPA.

3.2 DISTANCE: Hotels/Motels shall be within 15 driving miles of 1400 32nd Avenue North, Fargo, ND

58102.

4.0 EXTENT OF GOVERNMENT (NDANG) OBLIGATION.

4.1 Payment shall be authorized for any NDANG member checking into Contractor provided commercial lodging with an advanced authorized reservation being made for the individual on Drill status ONLY, by an Authorized User.

4.2 The NDANG is tax exempt from ND State, Municipal, or other taxes. Taxes shall not be included on any invoice. The ND State Tax Exempt number is E-2001 (ND State Tax Exempt certificate provided upon request).

4.3 The extent of the Government’s (NDANG) obligation shall be limited to ROOM CHARGES ONLY.

Any additional room charges (e.g., telephone calls, valet services, room service, parking service, pay-per-view television services) shall be collected directly from NDANG personnel at the time of check out.

4.4 Reservations that are made for unit members whom are accompanied by immediate family and require double occupancy. The Government shall only pay half of the negotiated room cost for the unit member. One half of the total room charges shall be invoiced to the government, free of any taxes, at the conclusion of the billing cycle. The remaining balance shall be collected from the individual at time of check out and paid by personal check, credit card or cash. The remaining balance paid by the member for their requested accommodations may also be subject to applicable taxes in accordance with hotel policies.

5.0 OBLIGATION OF FUNDS.

5.1 The establishment of a Blanket Purchase Agreement (BPA) DOES NOT obligate any funds. Funds shall be obligated when Call Orders (aka “Calls”) are placed against any resultant BPA by a warranted

Contracting Officer. The government is only obligated to the extent of authorized individual purchases

(Call Orders) actually placed against any resultant BPA.

6.0 PRICING.

Pricing under any resultant BPA shall be subject to the following requirements:

6.1 Contractor shall indicate pricing offered per room/per night, for both single and double room occupancies for hotel/motel locations included in any resultant BPA in the Fargo, ND area.

6.2 Contractor shall provide rates at or below the Federal Government’s local per diem rate in place at the time of the BPA Call (reservation). Prices should be at or below prices offered to the contractor’s most favored customer(s); to include discounts offered for prompt payment. The Federal Government is tax exempt. BPA usage shall be rotated between all associated BPA holders (contractors), as the establishment of any resultant BPAs shall require pre-priced hotel room rates for single and double occupancy.

6.3 Contractor shall continuously review and refresh pricing to remain competitive.

6.4 For all pricing plans negotiated with the placement of this BPA, the following shall apply:

6.4.1 Pricing may decrease at any time without the Contracting Officer’s approval.

6.4.2 Additional services above and beyond those minimum requirements identified in the associated statement of work may be added by the contractor to any rate plan at any time, provided that any additional services provided do not increase the price of that plan.

6.4.3 Price changes resulting in an increase to any previously agreed upon price indicated on the associated Approved Price List require written approval of the Contracting Officer.

6.4.4 If the Contractor and/or Contracting Officer do not agree on pricing, any resultant and affected BPA in which agreed upon pricing cannot be reached by both parties

(Government and Contractor) shall not be utilized.

6.4.5 The Contracting Officer’s Approved Price List shall be provided on a separate document.

The Approved Price List may identify a priority listing of properties to lodge 119th WG personnel, based off of predetermined rates for single and double rooms for a predetermined period of time. The only authorized rates for invoicing purposes that the contractor is permitted to use are the rates identified on the Approved Price List that is in place at the time that a request for lodging is placed (Call Order) by the Contracting

Officer. The contractor may invoice at rates lower than those rates on the Approved

Price List, but shall never be permitted to invoice for a higher dollar amount.

6.4.6 If the Contractor requests a price increase, such requests shall be submitted to the

Contracting Officer in writing with an explanation for the requested price increase. The

Contracting Officer will then make a determination within 10 days of receiving the request for price increase as to whether the request is accepted or denied. Written correspondence will be provided to the Contractor not later than the 10th calendar day after the request was received from the Contractor.

7.0 AUTHORIZED BPA USERS.

7.1 Any NDANG member who qualifies for the 119th Wing Drill Status Lodging Program is eligible for lodging accommodations over Drill training periods, regardless if duty is performed during Regularly

Scheduled Drills (RSDs, Drill Weekend) or a Rescheduled Drill (RD). However, it is the sole responsibility of the member to provide sufficient notice to the 119th Services Flight when it is known by the member that lodging is required. Lodging requests placed against the BPA to make reservations for NDANG members on Drill status shall only be made by the Contracting Officer or another

“Authorized User” who has been identified on the approved “Authorized User” appointment letter.

These Authorized users shall be specifically identified members of the 119th Services Flight, as this office oversees and manages the 119th Wing Drill Status Lodging Program. NDANG members are

NOT authorized to make their own reservations directly with local hotel/motel properties. Any member making their own reservations shall pay for the costs incurred for lodging at their own expense (THIS

EXPENSE SHALL NOT BE PAID BY THE U.S. GOVERNMENT).

8.0 INDIVIDUALS AUTHORIZED TO PLACE ORDERS AGAINST THIS BPA.

8.1 See Contracting Officer’s Authorized Users appointment letter provided separately.

9.0 CALL / PURCHASE LIMITATION.

9.1 Individual call orders issued against this BPA shall NOT exceed $20,000.00. The aggregate of all Call

Orders issued against any resultant BPA shall not exceed $250,000.00. (see FAR 13.303-5(b)).

10.0 BPA CALL ORDERS.

10.1 Call Orders will be placed against any associated BPA individually. A BPA Call Order number is a

13-digit sequential alpha -numeric identifier of each order placed (Example: W50S8822F0035). The

Call Order number can be found in box 4 of the associated STANDARD FORM 1449 for each associated quarterly Call Order. Each Call Order number shall correspond to a 3-month period in which monthly invoicing shall take place. Monthly billing cycles shall begin on the first of the month, and conclude on the last day of the month, with limited exceptions. For example, all nights of lodging provided by the Contractor throughout September 2022 through November 2022 shall correspond to the associated Contract Line Item Number (CLIN) on the associated Call Order (i.e.

CLIN 0001-September Drill Lodging Requirements; CLIN 0002-October Drill Lodging

Requirements; CLIN 0003-November Drill Lodging Requirements). All requests for lodging made by Authorized Users to the Contractor throughout the month of September (1st-30th of the month) would be included in September’s billing cycle, which would correspond with CLIN 0001 of the associated BPA Call Order number. Sequentially, all nights of lodging provided throughout the month of October, 2022 (1st – 31st of the month) would correspond to CLIN 0002 of the associated

Call Order number, and so on. Alternative billing cycle dates may be used at the discretion and approval of the Contracting Officer and will be communicated to the hotel/motel.

10.2 Authorization for placing and administering Call Orders under this BPA is solely the responsibility of the Contracting Officer up to the $20,000.00 Call Order Limit. This authority may only be re-delegated to another warranted Contracting Officer.

11.0 CALL ORDER PROCEDURES.

11.1 Call Orders shall be issued on a quarterly basis. As training dates are identified that require NDANG members on Drill status to be lodged in commercial lodging, Authorized Users will provide a request to the contractor in which the 119th WG has entered into a BPA with for commercial lodging. This request may also be made by the Contracting Officer. When requests for lodging are issued, the

Contracting Officer shall assign a “Call Order Number” for each 3-month period in which lodging is required. The names of the individuals and dates of lodging required for each member shall be placed on a “Call Sheet” by the 119th Wing Services Flight, which is submitted to the Contractor:

11.1.1 On the Wednesday following a Regularly Scheduled Drill Weekend. These requests will be for the following month’s drill (i.e. if Drill Weekend falls on August 6th and 7th, a listing of individuals requiring lodging to attend September’s Drill Weekend would be submitted to the contractor on Wednesday August 10th).

11.1.2 Seven days prior to a Regularly Scheduled Drill Weekend. This second submission is required to identify any changes needed to the previously submitted reservation request, and to identify new reservations that were not included in the previous submission (i.e. if

September’s Drill Weekend falls on Saturday and Sunday, September 10th and 11th

(indicating that lodging would be needed on the evening of September 9th), the updated

Call Sheet would be provided to the Contractor (hotel/motel) on Friday, September 2nd.

11.1.3 At any time when the maximum Call Limit ($20,000.00) has been reached.

11.2 There is no stated minimum number of rooms that are required to be reserved for NDANG members for any given Call Order that is issued; however, the individual Call Limit of $20,000.00 shall not be breached in any case where lodging is required.

11.3 The central POC from the 119th Wing Services Flight shall provide the contractor with a list of names of NDANG members on Drill status who require lodging for each call in accordance with paragraph

11.1. The provided names are subject to change upon notification from the Contracting Officer or other Authorized Users in accordance with paragraph 11.1.2. For regularly scheduled Drills, Call

Sheets shall be provided to the contractor no earlier than 7 calendar days prior to any regularly scheduled Drill period. The contractor shall be provided a minimum notice of 7 calendar days. For

Rescheduled Drills (RDs) that are performed outside of any regularly scheduled Drill periods, the dates of requested/desired lodging and the names of the individual member(s) requesting lodging shall be provided to the contractor by the Contracting Officer or an Authorized User immediately upon notification of the requirement, but no earlier than 7 calendar days prior to the dates of lodging being sought by the member (a minimum notice of 7 calendar days). The contractor may elect to accommodate short notice requirements; however, the contractor is under no obligation to fulfill any requests that are made any earlier than 7 days prior to the requested/desired dates of lodging. It is incumbent upon the member or the member’s Supervisor to notify the 119th Wing Services Flight in a timely manner to ensure that lodging requests may be accommodated for the member(s) over the requested/desired dates of lodging.

11.4 NDANG members whom are not listed on a Call Sheet for any given month in which the Call Order is issued are not authorized a room without an email/phone authorization from the Contracting Officer or the 119th Wing Services Flight.

12.0 INVOICE REQUIREMENTS.

12.1 Invoices / folios shall be provided for each Call Number placed against this agreement and shall contain the following information:

12.1.1 Contractor’s (hotel/motel) name, telephone number and physical address

12.1.2 The appropriate BPA number (e.g., W50S88-22-A-0001)

12.1.3 The BPA Call Number issued by the 119th WG (e.g., W50S8822F0035)

12.1.4 Dates of billing cycle (e.g. 1 SEPT to 30 NOV 2022)

12.1.5 Itemized list of individuals staying in contractor-provided lodging, to include the date(s) that lodging was provided. If subcontractors are authorized by the Contracting Officer, Summary Invoices for each property, complete with member’s names and individuals dates of lodging for the billing cycle at each property, shall be submitted to the 119th

Wing Services Flight.

12.1.6 Quantity, unit price, extended price of each reservation less all applicable discounts offered. One single dollar amount for one single payment shall be provided as a cumulative total of all subcontractor’s invoices throughout a monthly billing cycle.

Multiple invoices for the same monthly billing cycle are not authorized.

12.1.7 Required invoicing documentation shall be sent to the central POC at the 119th WG

Services Flight not later than 7 Business days after the billing cycle has ended. This information shall be faxed to 701-451-2685 or emailed to:

usaf.nd.119-wg.mbx.uta-lodging-office@mail.mil

12.1.8 The only method of invoicing shall be through Wide Area Work Flow (WAWF). One invoice shall be submitted for payment for each month (each CLIN) associated with a quarterly Call Order and each invoice shall be appropriately identified as “Final Invoice”.

This means that when a quarterly Call Order is issued for three months of lodging requirements, one invoice should be submitted for each month in which the quarterly Call

Order was issued (See paragraph 10.1).

12.2 The 119th Wing Services Flight is responsible for reviewing the invoice for accuracy and for ensuring that invoices are properly and accurately documented through WAWF.

12.3 The contractor is expected to correct deficiencies brought to its attention by the Government or otherwise known by the contractor in as expedient of a manner as possible. The contractor shall prepare and submit invoices in accordance with paragraph 12.1.

13.0 PAYMENT METHOD.

13.1 The only authorized method of payment shall be through Wide Area WorkFlow (WAWF).

14.0 ADDITIONAL CONSIDERATIONS.

14.1 The following shall apply to all BPAs established by the 119th WG:

14.1.1 SUBCONTRACTING. The contractor shall furnish lodging in his or her establishment or at a location agreed to by the Contracting Officer. The contractor shall not subcontract to any other establishment or any other location not specified in the BPA without prior written approval from the Contracting Officer. Establishments proposed for subcontracting shall meet all of the terms, conditions, and specifications of services in any resultant BPA, as well as the associated Statement of Work for the 119th Wing Drill

Status Lodging Program.

14.1.2 ILLEGAL ACTS. The contractor shall not knowingly condone illegal acts on the premises of the establishment.

14.1.3 QUALITY ASSURANCE. The 119th Wing Services Flight will monitor the contractor’s performance and may use command surveys to solicit feedback from occupants to ensure terms, conditions and specifications of services are met. In any case where contractor performance is not being met, the Contracting Officer may request a change of venue that meets contractor performance requirements (e.g. replacement of an existing property).

The 119th Wing Services Flight also reserves the right to conduct periodic walk-through mailto:usaf.nd.119-wg.mbx.uta-lodging-office@mail.mil inspections of any hotel/motel in which the 119th Wing enters into an Agreement for commercial lodging provided by the Contractor (hotel/motel)

14.1.4 EVALUATION OF CONTRACTOR PERFORMANCE. The Government may issue out command surveys from the command team to 119th WG personnel whom have occupied rooms of the facility. The comments from the surveys will be evaluated against the requirements of any resultant BPA.

14.1.5 NO SHOWS: The Government will be responsible for, and guarantee payment of, quarters reserved but not used. The contractor must provide a list of no-shows to the

119th Wing Services Flight by 10:00 a.m. the day after the occurrence. The 119th Wing

Services Flight will notify the contractor by check out time the same day, if the person will occupy contract quarters over the course of any additional nights. The 119th Wing

Services Flight will be responsible for enforcing the local policy concerning no-shows of

119th Wing members. The contractor may elect to offer no charge to the Government for

“no shows”; however, this decision shall not be made at a financial detriment to the contractor (hotel/motel).

15.0 GOVERNMENT FURNISHED ITEMS.

15.1 The US Government will provide the following in support of this BPA:

15.1.1 A copy of the Blanket Purchase Agreement.

15.1.2 A copy of the “Authorized User” list, which will identify all Government personnel who are authorized to issue lodging requests against the BPA. This will be updated and provided to the contractor on an as-needed basis.

15.1.3 An Approved Price List (which may identify a priority listing of properties based off of predetermined rates for single and double rooms for a predetermined period of time) shall be provided to the contractor. This will be updated and provided to the contractor on an annual or “as needed” basis. The Price List shall include single and double occupancy rates for each property included in any resultant BPA in the Fargo, ND area.

15.1.4 Call Sheets (rosters) to the Contractor shall be provided by the central POC of the 119th

Wing Services Flight as requests for lodging are issued.

15.1.5 Known dates of Regularly Scheduled Drill Weekend training periods in which lodging is required for 119th WG Members, not to exceed two (2) years advanced. Regularly

Scheduled Drill Weekend dates will be provided to the Contractor (hotel/motel) on an annual basis throughout the life of any resultant BPA upon annual BPA reviews completed by the 119th Wing Contracting Office, as required by the Federal Acquisition

Regulation (FAR).

16.0 SYSTEM FOR AWARD MANAGEMENT.

16.1 In order to award a BPA to a Contractor (hotel/motel), and for the Contractor to remain an eligible source of commercial lodging for the Government, the contractor must first be registered in the

System for Award Management website (https://www.sam.gov) and maintain their registration currency by renewing the registration annually.

Glossary

1) Authorized Users

The Contracting Officer or other individuals identified on an “Authorized User” appointment letter who are authorized to obligate the government via BPA Call Orders. Authorized Users, in addition to 119th Wing

Contracting personnel, shall be from the 119th Wing Services Flight, as the 119th Wing Services Flight oversees the 119th Wing Lodging Program.

2) Base Contracting Officer (KO) a.k.a. Contracting Officer, BCO, KO = the ONLY Government official with the authority to modify, change, cancel or otherwise deviate from the contract (agreement) in any manner.

3) Blanket Purchase Agreement (BPA)

Agreement between the Government and a contractor; it is not a contract.

4) Call Order

An order or award against the BPA that creates an obligation. Call Orders are to be issued quarterly (every three months); however, circumstances may arise that may necessitate the need for an occasional “monthly” Call

Order.

5) Call Number

The 13 digit number (i.e. W50S8822F0035) associated with each individual Call.

6) Call Sheet

The list, a.k.a. “roster” that is provided by the central POC from the 119th Wing Services Flight to the commercial lodging provider that identifies all personnel authorized under the BPA who require lodging.

7) Defense Federal Acquisition Regulation Supplement (DFARS)

DoD Supplement to the FAR governing the implementation of this BPA.

8) Department of Defense (DoD)

Agency under which the NDANG operates.

9) Deficiency

Refers to a material failure to meet a Government requirement.

10) Federal Acquisition Regulation (FAR)

Federal regulation governing the implementation of this BPA.

11) Hotel/Motel Room

Referred to as contract housing, billeting, troop housing, or reservation(s) in the document.

12) Modification (MOD)

A written change to a contract / agreement that can be uni-laterally or bi-laterally agreed to by both parties.

13) North Dakota Air National Guard (NDANG)

The organization offering this agreement. Referred to as 119th Wing, 119 WG, or Government is this document.

14) Obligation

A definite commitment that creates a legal liability of the government for the payment of goods and services ordered or received.

15) Rescheduled Drill (RD)

Drill periods outside of primary Drill Weekends in which 119th Wing members are required to perform military duties.

16) Regularly Scheduled Drill (RSD)

Primary Drill Weekends in which 119th Wing members are required to perform military duties (aka “Drill

Weekend”).