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Hi I was wondering if the contractor was required to sign a BPA?

See FAR 13.303-1(a) , 16.702 (a). These are negotiated agreements containing certain terms and conditions that will apply to future orders/purchases under the agreement. Do you think that the agreement shouldn't be bilateral?

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See FAR 13.303-1(a) , 16.702 (a). These are negotiated agreements containing certain terms and conditions that will apply to future orders/purchases under the agreement. Do you think that the agreement shouldn't be bilateral?

I don't see how the contractor's signature changes anything since the BPA in itself is not a contract. When someone makes an order against the BPA they are in a sense extending an offer to the contractor, under the terms and conditions of the BPA. The contractor can reject the order and not suffer any consequences. However, if they fullfill the order then they are accepting the terms and conditions including all clauses included in the BPA. How does a signature on the BPA change any of this?

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I don't see how the contractor's signature changes anything since the BPA in itself is not a contract. When someone makes an order against the BPA they are in a sense extending an offer to the contractor, under the terms and conditions of the BPA. The contractor can reject the order and not suffer any consequences. However, if they fullfill the order then they are accepting the terms and conditions including all clauses included in the BPA. How does a signature on the BPA change any of this?

BPA = Blanket Purchase Agreement

How do you have an "agreement" if there's only one party to it?

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I don't see how the contractor's signature changes anything since the BPA in itself is not a contract. When someone makes an order against the BPA they are in a sense extending an offer to the contractor, under the terms and conditions of the BPA. The contractor can reject the order and not suffer any consequences. However, if they fullfill the order then they are accepting the terms and conditions including all clauses included in the BPA. How does a signature on the BPA change any of this?

You might be right. But I look at it as sort of an "advanced agreement". Signatures signify that each party understands and "agrees" in advance to the terms and conditions, so they don't have to be reissued with each order, unless they are modified. Its also a good way to keep up with the documentation and with mods to the agreement ("configuration management"). Plus, I agree with Navy_Contracting that a document with the word "Agreement" in it signifies an agreement. BPA's have time limitations, too, right?

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Guest carl r culham

I would say tricky question and it may depend on your agency guidance.

FAR 13.307 requires use of either the SF-1449 or OF-347 for award of a BPA depending on if commercial item or not. FAR 13.307 further provides you can use agency form or automated format.

FAR 53.213 follows suit.

However if one were to look at the two forms the SF-1449 provides for the possibility of a contractors signature during the solicitation process and the OF-347 does not. This is because the SF-1449 can be used as a RFQ to solicit pricing and other information but the OF-347 is not as in most cases an agency would use the SF-18 for the RFQ solicitation process. It gets more confusing when you are seeking pricing, etc. for a BPA under FAR part 8.4.

I would offer that having the entity sign the BPA (SF-1449, OF-347 or other allowed form) is not a must for the very reasons you note, it is not a contract but in a simple view an agreement to establish a charge account. Having them sign their offer submitted for a proposed BPA is preferred.

You would not even need their signature on a Call against the BPA, again note use of forms provides for SF-1449 or OF-347, as appropriate, but it might be preferred as acknowledgement of receipt of Call and intent to provide the ordered product or service.

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I would say tricky question and it may depend on your agency guidance.

FAR 13.307 requires use of either the SF-1449 or OF-347 for award of a BPA depending on if commercial item or not. FAR 13.307 further provides you can use agency form or automated format.

FAR 53.213 follows suit.

However if one were to look at the two forms the SF-1449 provides for the possibility of a contractors signature during the solicitation process and the OF-347 does not. This is because the SF-1449 can be used as a RFQ to solicit pricing and other information but the OF-347 is not as in most cases an agency would use the SF-18 for the RFQ solicitation process. It gets more confusing when you are seeking pricing, etc. for a BPA under FAR part 8.4.

I would offer that having the entity sign the BPA (SF-1449, OF-347 or other allowed form) is not a must for the very reasons you note, it is not a contract but in a simple view an agreement to establish a charge account. Having them sign their offer submitted for a proposed BPA is preferred.

You would not even need their signature on a Call against the BPA, again note use of forms provides for SF-1449 or OF-347, as appropriate, but it might be preferred as acknowledgement of receipt of Call and intent to provide the ordered product or service.

Not having the contractor's signature on the BPA will not make it invalid. If it's missing the CO's signature then it would definitely be invalid. The only part where the contractor "agrees" to the agreement is when he delivers goods or performs services in relationship to a valid call against that BPA. Even then the contractor still does not need to sign anything to signify he/she agrees to the terms and conditions. The very act of performing services/delivering goods binds the contractor to the BPA terms and conditions and forms a contract. P.S. Where is the contractor supposed to sign anyway?

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Maybe we uncovered another contracting myth.

A GSA BPA that does not have additional discounts or terms from the parent schedule is nothing more than an ordering guide for administrative convenience. I think that such a BPA does not require signatures.

Of interest is that the suggested BPA Format on the GSA website does not have a signature block. Perhaps a call into GSA would be enlightening.

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Guest carl r culham

whynot - I would agree but would offer that any BPA against a FSS or not does not require signatures of both parties. Nice to have but not required.

For FSS my view is based on the following FSS Clause found in most if not all FSS contracts.

"I-FSS-646 BLANKET PURCHASE AGREEMENTS (MAY 2000)

Blanket Purchase Agreements (BPA's) can reduce costs and save time because individual orders and invoices

are not required for each procurement but can instead be documented on a consolidated basis. The Contractor

agrees to enter into BPA's with ordering activities provided that:

(a) The period of time covered by such agreements shall not exceed the period of the contract including

option year period(s);

(B) Orders placed under such agreements shall be issued in accordance with all applicable regulations

and the terms and conditions of the contract; and

© BPAs may be established to obtain the maximum discount (lowest net price) available in those

schedule contracts containing volume or quantity discount arrangements."

For other than FSS my view is based on the following example. I either solicit for multiple BPA's or I go direct to one vender for a single BPA. After receiving necessary informaton including pricing I, as the CO, issue and sign the BPA and the vendor signs. I then place the first Call to the vendor and the vendor says "Sorry, not going to accept the order as I have changed both my pricing and as well as other terms and conditions." and further says "I have decided I do not want to do business with you, Agency XXXX, afterall."

Even though I have the vendor signature and mine for that matter as a CO on the BPA what recourse do I have? I say none against the vendor I simply go looking for another vendor to supply the need. From this conclusion I would submit that the signatures are simply an exercise in making folks feel there is some commitment to abide by the agreement and nothing more. Therefore I would submit that the vendor's signature is not needed.

Above conclusions are a view from the FAR and FSS specific perspective. Agencies may have other policy or regulation that might require the signatures.

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Guest Vern Edwards

There is no legal necessity for a signature on a BPA, because a BPA is not a contract. However, an agreement is an agreement, even if not contractually enforceable, and signatures on a BPA indicate to others that representatives of the two parties did, in fact, agree to something at some point in time. Some agencies enter into "pre-priced" BPAs. See AFFARS IG5313.303-3. Signatures indicate agreement on prices, which, while not contractually enforceable, may be persuasively useful. As reminders, signatures can be a useful business formality. Get signatures.

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  • 3 years later...

Can a Part 13 BPA be modified unilaterally by the government?

For example, if there was a new Invoicing process instituted by an agency, that required vendors to submit invoices electronically, and did not allow paper invoices as they had in the past (this is a fictional example by the way), is it possible for the government to issue a modification to the BPA unilaterally? As I see it, the vendor might only indicate their disagreement, by turning down orders, if a unilateral mod were made to the BPA.

If issuing modfications unilaterally is ok, would the government need any evidence that the vendor had received the modification, if the vendor later accepted an order but failed to abide by the change in the BPA?

I can't find it now, but I was sure there was language in the FAR that said a BPA can only be changed by mutual agreement. But others say it's ok.

I know this is an old thread, but I thought it was too similar to start anew.

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I believe it depends. If the BPA is established for the purchase of commerical items, then it must include 52.212-4 in the agreement which states in paragraph ©, Changes in the terms and conditions of this contract may be made only by written agreement of the parties which means bilateral as parties is plural.

If the BPA is established for the purchase of noncommercial items, then it would include 52.213-4 which includes many clause as a part of the clause, and any other clause that both parties agree in advance apply to calls placed against the BPA. Those clauses would govern both the agreement and any call placed against it, and it would depend on what unilateral rights the Gov't has under those clauses to determine whether or not any change to the terms and conditions could be done unilaterally.

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