Solicitation No.453282 - Enclosure 1 - Draft BSA Task Order Agreement No.453282, Rev.2 (12-23-24).pdf

BROOKHAVEN NATIONAL LABORATORY

BROOKHAVEN SCIENCE ASSOCIATES, LLC

P.O. Box 5000

UPTON, N.Y. 11973-5000

CONTRACTOR (TBD)

TASK ORDER AGREEMENT NO. 453282A

COOLING TOWER MAINTENANCE AND REPAIR

This is an Agreement between (Contractor) and Brookhaven Science Associates, LLC (BSA) the latter acting under Prime Contract with the United States of America (Government) represented by the United States Department of Energy (DOE), to operate the Brookhaven National Laboratory (BNL). This Task Order Agreement (TOA) is issued to simplify and expedite the purchase of the items and/or services as specified in Section I - "Scope of Work."

I. Scope of Work (SOW):

The Contractor will furnish all labor, services, materials, tools, and equipment required for maintenance and repair services on various cooling towers and related infrastructure at BNL on an as-needed, Task Order basis. All work associated with this TOA shall be in accordance with BSA Statement of Work, “Cooling Tower Maintenance and Repair Services”, dated 11/01/2024 (Attachment 1) and BNL Supplier Quality Assurance Requirements (BNL QA-101), Rev.5, (08/2024) (Attachment 2). BSA shall furnish the Contractor with such instructions, drawings, schedules, and supplementary specifications as it deems necessary to perform assigned work.

II. Ceiling Amount:

The overall amount of Task Orders authorized under this Task Order Agreement per each year of performance shall not exceed TBD U.S. Dollars ($TBD), unless authorized by BSA’s Procurement and Property Management (PPM) Division. The total aggregate amount including all four (4) renewal option years, authorized under this Task Order Agreement shall not exceed TBD ($TBD), unless authorized in advance, in writing by BSA’s PPM Division.

III. Obligation of Funds No funds are being obligated under this Agreement. BSA is not obligated to release any funds or issue any Task Orders under this Agreement. Each awarded Task Order will be fully funded at the time of award. Project schedules and proposals shall be based upon this funding profile.

IV. Period of Performance:

The Agreement shall be effective on the date executed by both parties and shall remain in effect until January 31, 2026, with four (4) one (1) year renewal options to extend. Renewal options are exercised at the sole discretion of BSA and by written modification to this Agreement.

V. Task Orders:

A. Task Order Work:

a. Individual Task Orders will be issued to authorize work. Task Order Releases under this Task Order Agreement will be authorized by BSA’s Contractual Representative on an as-needed basis as a Firm Fixed Price Task Order in accordance with the Schedule of Unit Rates, Article VI.B. established herein.

Task Order Agreement No. 453282A

b. For each Task Order, BSA Contractual Representative will send the Contractor a request for a Task Order proposal, a Statement of Work and all necessary data to propose costs based on the established rates, provided in the Schedule of Unit Rates (Attachment 3). Within five (5) days after receipt of data or the date specified in BSA’s request, the Contractor shall submit a proposal to BSA’s Contractual Representative indicating a firm fixed price.

c. Awards under this TOA will be issued as Task Orders that incorporate the provisions of the TOA by reference. These awards may be made by:

i. Rotation among TOA holders

ii. Mini competition among TOA holders; or

iii. Technical qualifications

d. After being notified that the Task Order is complete, BSA will field inspect the installation to determine if work performed and all deliverables fully comply with the Task Order. In the event the task is not found to be in compliance, the Contractor shall repair or replace in whole or in part all work not in compliance at no charge to BSA.

e. Final acceptance of the task shall occur when approved by BSA’s Technical Representative

f. During the term of this Task Order Agreement, BSA may authorize multiple Task

Orders and shall expect the Contractor to perform work on multiple tasks concurrently.

VI. Compensation, Schedule of Unit Rates and Payment:

A. Compensation: The Contractor shall be compensated for the services performed at the negotiated firm fixed price authorized in the individual task order(s).

B. Schedule of Unit Rates:

1. The Contractor is bound by the maximum Unit Rates identified in the Schedule of Unit Rates, (Attachment 3) for Task Orders, changes, equitable adjustments and/or termination settlement.

2. The Contractor's compensation for services rendered hereunder shall be proposed/ calculated in accordance with the Schedule of Unit Rates, (Attachment 3) which applies solely to time actually worked at BNL. No additional compensation is permitted or will be provided for travel, subsistence, or lodging. Straight time rates are based on work for the first forty (40) hours per week, Monday to Friday inclusive.

3. Unit Rates shall be all inclusive, covering all labor, equipment, tools, supervision, insurance, overhead, and profit, so that number of hours may be multiplied by the appropriate Unit Rate to determine a fixed price without the addition of other factors.

All Unit Rates shall be firm for the Task Order Agreement unless otherwise modified by the PPM division.

4. All Unit Rates for SCA-covered work must be inclusive of the required minimum hourly Service Contract Rate Requirements including wage rates plus applicable fringe benefits for work performed in Suffolk County, incorporated pursuant to Article VIII herein.

C. Payment:

1. Payment will be made upon receipt and approval of properly certified invoices.

Invoices shall be directed to BSA’s Accounts Payable Section via electronic mail.

Invoices shall be submitted in PDF format, via email, to apinvoices@bnl.gov.

Payment terms shall be Net 10 days.

2. Invoices must indicate the Task Order Agreement name, Purchase Order number and Task Order number. In addition, the Contractor shall indicate the final invoice for a Task Order by clearly marking such invoice as “Final.”

VII. Authorized Representatives:

A. Contractor’s Technical Representative:_____TBD____ is the Contractor’s authorized Technical Representative, hereunder. They shall act as liaison between BSA and the Contractor in technical matters only. They can be reached at XXX-XXX-XXXX (Telephone No), __________(email).

B. Contractor’s Contractual Representative: ____TBD____ is the Contractor’s authorized

Contractual Representative, hereunder. They shall act as liaison between BSA and the Contractor. They can be reached at XXX-XXX-XXXX (Telephone No.),____________ (e-mail).

C. BSA’s Technical Representative: TBD of the Energy and Utilities Division, located in

Building 749 is the Technical Representative, hereunder. They shall act as liaison between BSA and the Contractor in technical matters only and can be reached at 631-344-XXXX (Telephone No.), _________@bnl.gov (e-mail).

D. BSA’s Contractual Representative: Stephen Johnston, Telephone No. (631) 344-5742, or sjohnston@bnl.gov, is BSA’s Contractual Representative. Any change or modification in the terms and conditions of this Agreement shall require the written approval of BSA's Procurement and Property Management Division’s Manager, or his designee.

VIII. Service Contract Act

This Contract incorporates herein and by reference FAR 52.222-41 Service Contract Act and the Service Contract Act in its entirety. Work performed under this purchase order is subject to provisions of Service Contract Act Wage Determination No.2015-4157, Rev.25 dated 7/22/2024 is incorporated herein by reference (Attachment 4). All provisions of the Service Contract Act must be adhered to (i.e., Health and Welfare, Vacation, Holidays, etc.).

IX. Required Submittals:

A. Task Order Agreement:

Within fourteen (14) days after receipt of award, the Contractor shall furnish an executed copy of the Task Order Agreement.

B. Insurance:

Within fourteen (14) days after receipt of award, the Contractor shall submit Certificates of Insurance with the coverage indicated in the clause titled “Insurance” of the General Terms and Conditions. The certificate must show that BSA and the U.S. Government are named as additional insured and that the insurance carrier will give BSA thirty (30) days prior written notice in the event of cancellation or material change in the policy.

X. Tax Exemption:

This Agreement will not be subject to New York State Sales and Use Taxes. BSA’s Exempt Organization Certification Number is 216880.

XI. Additional Terms:

The provisions of Brookhaven Science Associates, LLC General Terms and Conditions for Commercial Services, Rev.22.0 (Sep 2022) are incorporated herein and made a part hereof.

The provisions of BSA Supplemental Terms and Conditions for Work by Contractors On Site, Rev. 22.0 (Sep 2022) are incorporated herein and made a part hereof.

The provisions of BSA Supplemental Terms and Conditions for Price-Anderson Act, Rev.22 (Sep 2022) are incorporated herein and made a part hereof.

The above BSA Terms and Conditions can be accessed and printed at:

https://www.bnl.gov/ppm/terms-and-conditions.php.

This Agreement does not bind nor purport to bind the United States Government.

Attachments:

1. BSA Statement of Work (11-01-2024)

2. BNL-QA-101, Rev.5.0 (08/2024)

3. Schedule of Unit Rates

4. Service Contract Act Wage Determination, Rev. 25, dated 7/22/24

ACCEPTED:

TBD BROOKHAVEN SCIENCE ASSOCIATES, LLC

By: By:

Type: Type:

Title:

Title:

Date: Date:

The Contractor shall sign and return one (1) copy of this TOA via email to the attention of Stephen Johnston, Procurement and Property Management Division at sjohnston@bnl.gov.