AMENDMENT 02 - W50S6X-22-Q-0004 - Attachment 1 - T C- Final.docx

Attachment 1

TERMS AND CONDITIONS

BLANKET PURCHASE AGREEMENT (BPA)

Delaware Air National Guard (DEANG) 2600 Spruance Drive, New Castle, DE 19720

1.0 GENERAL.

1.1 Background. The 166th AW, Delaware Air National Guard (DEANG) currently has a Blanket Purchase Agreement (BPA) for lodging to support UTA/RSD training requirements for members in New Castle, DE. This BPA was established to support the DEANG Unit Training Assembly (UTA)/Regularly Scheduled Drill (RSD) Lodging Program that is currently being operated and managed by the DEANG Services Flight. The program primarily exists for unit members who are located outside of the local commuting distance in the New Castle, DE area who require lodging to attend UTA/RSDs. This BPA serves as the DEANG’s formal agreement for commercial lodging (“troop lodging” or “billeting”) over UTA/RSD periods, also known as “Guard Drill” or “Weekend Training” (hereafter UTA/RSD or RSD). It is the intention of the DEANG to continue utilizing BPAs as the primary contracting tool for the required lodging 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 Federal Acquisition Regulation (FAR) Part 13.303-1, FAR Part 12 and DFARS Part 213.303 apply to this BPA.

1.2 Description of Agreement. The DEANG has a primary requirement for commercial lodging and associated support services to house DEANG members on UTA/RSD status. UTA/RSD status may fall on any day of the month for select individuals, but generally the requirement for lodging exists over the course of one (1) weekend per month. Over these “UTA/RSD weekends”, 2 to 4 nights of lodging for 100 to 150 rooms are typically required in the New Castle, DE area. 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 in this Statement of Work for predetermined UTA/RSD training periods; additional dates shall be provided at the time of any resultant award to an interested party who provides a successful offer. Initial dates required for lodging: 5 & 6 FEB 22. Additionally, requirements may exist for lodging outside of the primary “UTA/RSD Weekends” throughout the course of any given month. The contractor shall provide lodging upon request by the Government. The Government will establish a BPA with the responsible business whose quote, conforming to the solicitation and associated Statement of Work (SOW) will be most advantageous to the Government using the “Lowest Price Technically Acceptable” method. If a business’s quote is found to be technically acceptable in accordance with this solicitation, price may be the determining factor. The objective of this agreement is to provide commercial lodging and associated (authorized) services for the DEANG in the local New Castle, DE area while achieving the best terms, conditions and pricing. Additionally, the DEANG seeks to streamline invoicing, billing, payment, ordering and delivery processes while standardizing existing reporting and analytical methods for audit and asset management. The payment vehicle for UTA/RSD Troop Lodging shall be the method that is most advantageous to the government with regard to administrative requirements. The primary method of payment shall be through Wide Area Work Flow (WAWF); an occasional payment via Government Purchase Card (GPC) may also be authorized by the Contracting Officer.

This is a Small Business Set Aside under the National American Industry Classification System (NAICS) code 721110, “Hotels (except Casino Hotels) and Motels”.

2.0 BPA AUTHORITIES.

2.1 Contracting Officer’s Authority. The DE ANG Base Contracting Officer (hereafter BCO) 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 BCO. In the event the contractor effects any such unauthorized change at the direction of any person other than the BCO, 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 BCO or the Contracting Officer’s Designated Government Representative acting 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 DEANG.

3.0 TERMS OF THE BPA.

3.1 The term of this BPA shall be three (3) years from date of the signature or a BPA total dollar value cap of $250,000.00, whichever occurs first. Additionally, no single “call” or “order” shall exceed $25,000.00. The BPA shall be reviewed on an annual or basis by the 166th AW Contracting Office staff to assess contractor performance and to determine whether this agreement remains in the best interest of the 166th AW / Delaware Air National Guard.

4.0 EXTENT OF GOVERNMENT (DEANG) OBLIGATION.

4.1 Payment shall be authorized for any DEANG member checking into Contractor provided commercial lodging with an advanced authorized reservation being made for the individual on UTA/RSD status ONLY, by the authorized Contracting Officer’s Designated Government Representative in the 166th AW Services Flight.

4.2 The DEANG is tax exempt from DE State, Municipal, or other taxes. Taxes shall not be included on any invoice.

4.3 The extent of the Government’s (DEANG) 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 the PAANG 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 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 This BPA DOES NOT obligate any funds. Funds shall be obligated when Call Orders (aka “Calls”) are placed against this BPA by the Base Contracting Officer. The government is only obligated to the extent of authorized individual purchases (Calls) actually placed against this BPA.

6.0 PRICING.

Pricing under this BPA shall be subject to the following requirements:

6.1 Contractor shall indicate the BPA pricing offered per room/per night, for both single and double room occupancies for the New Castle, DE area.

6.2 Room rate should remain the same Sunday to Saturday.

6.3 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.

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

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

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

6.5.2 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.

6.5.3 Price changes resulting in an increase to the agreed upon price plan require written approval of the Contracting Officer.

6.5.4 If the Contractor and/or Contracting Officer do not agree on pricing, this BPA shall not be utilized.

6.5.5 The Contracting Officer’s approved Price Lists shall be provided on a separate document. The Price List shall identify a priority listing of properties to lodge 166th AW 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 by the Contracting Officer or the Contracting Officer’s Designated Government Representative. The contractor may invoice at rates lower than those rates on the Approved Price List, but shall not invoice for a higher dollar amount.

7.0 AUTHORIZED BPA USERS.

7.1 Any DEANG member entitled to billeting while on UTA/RSD status is an “Authorized BPA User”. It is the sole responsibility of the member to provide sufficient notice to the Contracting Officer’s Designated Government Representative when it is known by the member that lodging is required. Lodging requests placed against the BPA to make reservations for DEANG members on UTA/RSD status shall only be made by the Contracting Officer or the Contracting Officer’s Designated Government Representative. DEANG members are NOT authorized to make their own reservations. Any member making their own reservations shall pay for the costs incurred 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 The Contracting Officer is the only individual allowed to place an official call against the BPA. All reservations will be coordinated through the Contracting Officer’s Designated Government Representative from FSS.

9.0 CALL / PURCHASE LIMITATION.

9.1 Individual call orders issued against this BPA shall NOT exceed $25,000.00. The aggregate of all call orders issued against this BPA shall not exceed $250,000.00.

10.0 BPA CALL ORDERS.

10.1 Call Orders will be placed against this BPA individually (aka “Calls”). A BPA Call Order number is a four-digit sequential numeric identifier of each order placed. Each Call Number shall correspond to a period of time the call order is placed against.

10.2 Authorization for placing and administering Call Orders under this BPA is solely the responsibility of the Contracting Officer. This authority may only be re-delegated to other Delaware National Guard Contracting Office Staff personnel who possess the appropriate warrant.

11.0 CALL ORDER PROCEDURES.

11.1 Call Orders shall be issued on a monthly or quarterly basis. As training dates are identified that require DEANG members on UTA/RSD status to be housed in commercial lodging, the Contracting Officer’s Designated Government Representative will compile this information (names of members and dates of lodging required) to provide a request to the contractor in which the 166th AW 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 Number” for each time 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 Contracting Officer’s Designated Government Representative, which is submitted to the Contractor when either:

11.1.1 all known requirements for lodging have been identified

11.1.2 the Contracting Officer’s Designated Government Representative has reached the maximum Call Limit ($25,000.00)

11.2 There is no stated minimum number of rooms that are required to be reserved for DEANG members for any given Call Order that is issued.

11.3 The Contracting Officer’s Designated Government Representative shall provide the contractor with a list of names of DEANG members on UTA/RSD status who require lodging for each call. The listed names are subject to changes upon notification from the Contracting Officer or the Contracting Officer’s Designated Government Representative. For UTAs, roster sheets will be provided to the contractor no later than 1 week prior to any regularly scheduled UTA. For training periods or UTAs that are made up outside of the primary UTA/RSD weekend, the dates of required lodging and the names of the individual(s) requiring lodging shall be provided to the contractor by the Contracting Officer or the Contracting Officer’s Designated Government Representative no later than 72 hours prior to the date lodging is required. It is incumbent upon the member or member’s Supervisor to notify the Contracting Officer’s Designated Government Representative of this requirement in a timely manner to ensure that lodging can be secured for the member over the dates that are required.

11.4 DEANG members whom are not listed on the Roster/Call Sheet for dates in which the Call Order is issued are not authorized a room without an email/phone authorization from the Contracting Officer or the Contracting Officer’s Designated Government Representative.

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 name, telephone number and physical address

12.1.2 The appropriate BPA number (e.g., W50S6X-22-A-XXXX)

12.1.3 The BPA Call Number issued by the 166th AW (e.g., 0001, 0002, 0003, etc.)

12.1.4 Dates of billing cycle (e.g. 1 FEB 2022 to 28 FEB 2022)

12.1.5 Itemized list of individuals staying in contract quarters, to include the date(s) that were utilized. 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 Contracting Officer’s Designated Government Representative.

12.1.6 Quantity, unit price, extended price of each reservation less all applicable discounts offered. If subcontractors are authorized by the Contracting Officer, One single dollar amount for one single payment shall be provided as a cumulative total of all subcontractor’s invoices throughout the billing cycle. Multiple invoices for the same billing cycle are not authorized.

12.1.7 Required invoicing documentation shall be sent to the Contracting Officer’s Designated Government Representative / 166th AW Services Flight not later than 10 Business days after the billing cycle has ended.

12.1.8 The primary method of invoicing shall be through Wide Area Work Flow (WAWF); an occasional invoice to be paid via Government Purchase Card (GPC) may also be authorized by the Contracting Officer.

12.2 The Contracting Officer’s Designated Government Representative / FSS Services Flight is responsible for reviewing the invoice for accuracy and for ensuring that invoices are properly and accurately documented through WAWF and/or via GPC procedures.

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 primary method of payment shall be through Wide Area Work Flow (WAWF); an occasional payment via Government Purchase Card (GPC) may also be authorized by the Contracting Officer.

14.0 ADDITIONAL CONSIDERATIONS.

14.1 The following shall apply to all BPAs established by the 166th AW:

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 this BPA.

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 Contracting Officer’s Designated Government Representative 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.

14.1.4 EVALUATION OF CONTRACTOR PERFORMANCE. The Government may issue out command surveys from the command team to 166th AW personnel whom have occupied rooms of the facility. The comments from the surveys will be evaluated against the requirements of the BPA.

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 Appointment Letter identifying all designated Contracting Officer’s Designated Government Representatives 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 If a BPA is established and pricing accepted, a Price List identifying 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 the New Castle, DE area.

15.1.4 Call Sheets (rosters) to the Contractor shall be provided by the Contracting Officer’s Designated Government Representative / FSS Squadron as requests for lodging are issued.

16.0 SYSTEM FOR AWARD MANAGEMENT.

16.1 In order to award a BPA to a contractor, 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. The Contractor shall provide their CAGE code, DUNS Number, and Federal Tax ID Number with their quote.

Glossary

1) Base Contracting Officer (BCO) Also known as: Contracting Officer; CO; KO = the ONLY Government official with the authority to modify, change, cancel or otherwise deviate from the contract (agreement) in any manner.

2) Blanket Purchase Agreement (BPA) Agreement between the Government and a contractor; it is not a contract.

3) Call An order or award against the BPA that creates an obligation.

4) Call Number The four digit number (i.e. 0001, 0002, etc.) associated with each individual Call.

5) Call Sheet The list, a.k.a. “roster” that is provided by the Contracting Officer’s Designated Government Representative to the commercial lodging provider that identifies all personnel authorized under the BPA who require lodging.

6) Contracting Officer’s Designated Government Representative Designated 166th AW (DEANG) member(s) who are appointed in writing by the Contracting Officer to place calls against the BPA.

7) Modification (MOD) A written change to a contract or agreement that can be unilaterally or bilaterally agreed to by both parties.

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

9) Unit Training Assembly (UTA) Referred to as Guard Drill, Guard Status, Regularly Scheduled Drill (RSD), or Weekend Drill Status in this document.