Attachment 4 - Terms and Conditions.pdf

Terms and Conditions

For the purposes of this Blanket Purchase Agreement (BPA), the BPA Awardee is defined as the contractor who legally holds the BPA.

1. Description of Agreement: The BPA Awardee shall furnish pricing for all items on the approved Hardware List when requested in writing by the Contracting Officer (CO) or Governmentwide Purchase Card (GPC) holder, under competitive procedures. All items contained in the Hardware List must be on the BPA awardee's respective price list at the time of award. The BPA Awardee's quote and all revisions in response to RFQ FA3020-25-Q- 0030 are hereby incorporated into this BPA agreement.

2. Duration of Blanket Purchase Agreement: The agreement will be in effect for no longer than 30 September 2030. The anticipated spending under this program will not exceed $9 million. Delivery against Calls may extend beyond the effective period of this BPA, however, no new Calls may be issued after 30 September 2030. The BPA Contracting Officer shall perform annual reviews of the BPA in accordance with FAR 13.303-6.

3. Extent of Obligation: The Government is obligated only to the extent of authorized purchases actually made under this BPA and shall not be construed as a guarantee by the Government to issue Calls.

4. Purchase Limitation: In accordance with FAR 19.102(f), the Non-Manufacturer Rule applies. Therefore, any calls above the simplified acquisition threshold must follow the individual waiver process in accordance with local procedures. The contractor is not obligated to honor any order exceeding the maximum order limitation of $500,000.

5. Individuals authorized to purchase under the BPA: The only individuals authorized to place calls against this BPA are warranted Contracting Officers and Individual GPC holders up to their purchase limitations.

6. Delivery: All shipments under this agreement shall be Free On Board (FOB) Destination and accompanied by delivery tickets that shall contain the following information:

a. Name of supplier

b. BPA number

c. Purchase Call Number (if applicable)

d. Itemized list of items furnished

e. Quantity, unit price, and extension of each item (less applicable discounts)

f. Date of delivery or shipment

g. Receiving Office/Unit

7. Invoices: The BPA Awardee shall submit an invoice for each Call placed through Wide Area Work Flow (WAWF) in accordance with DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports unless the Call is placed using the GPC.

8. Contractor Reporting: The BPA Awardee shall submit a Call Log quarterly on 15 January, 15 April, 15 July and 15 October reporting all orders against the BPA for the previous quarter. The BPA Awardee shall utilize the Call Log Template for this requirement.

9. Warranties: BPA Awardee shall warrant the products against defects of material and workmanship under normal use and service for a minimum of the warranty period listed on their respective price list starting from the date of delivery. Please note that the BPA Awardee will ultimately be responsible for ensuring that warranty work is successfully completed for any items purchased under this BPA.

10. Contract Clauses: This document incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Also, the full text of the clause(s) may be accessed electronically at this address: www.acquisition.gov.

11. Revision of Prices: The BPA Awardee shall submit an updated price list to the BPA Contracting Officer on a quarterly basis. This list may include price adjustments and shall include any version upgrades to existing products. Any original product version initially offered shall remain available on the price list for the duration of the BPA.

12. Cancellation of BPA: The Government may cancel the BPA at any time by notifying (by email or written notice) the BPA Awardee(s) at least 30 days in advance. BPA cancellation does not release the BPA Awardee(s) from the duty to continue awarded Call performance.

Ongoing orders will continue in accordance with their own period of performance, even if the BPA is cancelled. Termination procedures for Calls are addressed in accordance with

FAR 52.212-4.

13. Off-Ramp Procedures

a. The Off-Ramp process under a BPA or contract encompasses several methods by which the Government may exercise its right to remove a BPA Awardee from the pool of effective BPA awardees. The Off-Ramp methods include, but are not limited to, procedures under:

i. FAR Part 12 for commercial contracts or orders thereunder (Termination for Cause or Termination for Convenience - with or without costs);

ii. Cancellation of BPAs under terms and conditions therein.

b. The Government, at its sole discretion, reserves the right to off-ramp a BPA Awardee by enforcing a BPA cancellation, at no cost to the Government, for any reason (including the http://www.acquisition.gov/ performance standards indicated in paragraph 14 - Program Performance Standards). By submitting a quote under the original solicitation for this requirement, the BPA Awardee agrees (as under a bilateral agreement) to be bound by the terms and conditions of this clause and paragraph 14. As such, the BPA Awardee agrees that the cancellation, at no cost to the Government, will not result in a Termination for Cause or Termination for Convenience.

c. The Government will provide a 30-day written notice to the BPA Awardee if it intends to off- ramp a BPA Awardee. However, it is the Government's intent to maintain a strategic relationship with BPA Awardees for the duration of the BPA. Cancellation of the BPA under the off-ramp process shall not constitute a basis of contractual adjustment or a claim under the Disputes clause.

14. BPA Awardee Performance Standards. This is a U.S. Air Force-wide strategic sourcing program. Success is contingent upon successful performance of all BPA Awardees within the program. CPARS will be used to track past performance of each BPA Awardee for the duration of the applicable BPA. Specifically, the Government expects the following performance standards to be met throughout the term of the BPA:

a. Quote 80% of the time. Competition is vital to this program. BPA Awardees shall quote on 80% of all Call level requests for quote (RFQs).

b. Data reporting. BPA Awardees shall submit complete, accurate and timely data reports in accordance with the quarterly data reporting requirements of the BPA. Quality data is vital for making future decisions and improvements regarding the mixed-reality integrated training device component program.

c. Delivery. BPA Awardees shall meet delivery requirements of Government customers.

Delivery schedules shall be indicated upon placement of a Call. If there are any delivery issues, BPA Awardees shall proactively address them with customers and/or the Contracting Officer issuing the Call.

15. Call Ordering Provisions: The following ordering procedures apply to all Calls issued under this BPA. Any Supplies to be furnished under this BPA will be ordered by issuance of Call (written and/or electronically). In addition:

a. Contracting Officers and Governmentwide Commercial Purchase Card (GPC) holders from U.S. Air Force training units are authorized to place calls against the established BPA.

b. All costs associated with marketing, quotation preparation, presentation, submission and negotiation in response to any Call shall be at the BPA Awardee's expense and will not be allowable as a direct charge. Post award Call administration shall not be a direct charge to the Call.

c. GPC - The Governmentwide Commercial Purchase Card (GPC) may be used by contracting officers and other designated individuals to make purchases at or below the Micro-Purchase Threshold. Authorized callers may utilize the GPC to place calls directly with vendors against this BPA.

d. Form 9 - Purchases exceeding the Micro-Purchase Threshold shall be completed through each customer's local contracting office. Authorized callers may place calls directly with vendors. Orders shall be competed among all BPA vendors by submitting a Request for Quote (RFQ), unless an exception at FAR 8.405-6 applies or is expressly authorized by statute. Awards will be issued on a Standard Form 1449.

e. Calls will be made on a best-value determination. The following criteria, in no particular order, should be considered in the best value determination: price, past performance, delivery and technical capability.

f. The Government's selection decision on each Call evaluation shall be final.

g. The Government reserves the right to make an award without discussions.

16. Point of Contact: The Contracting Officers (COs) listed below are the primary and alternate points of contact for this BPA. Email is the preferred method of communication.

Address all questions or concerns to both the Contracting Officer and Contract Specialist.