36C24519Q0558-000.docx

36C24519Q0558 FedBizOpps Combined Synopsis/Solicitation Notice

CLASSIFICATION CODE

SUBJECT

CONTRACTING OFFICE'S

ZIP-CODE

SOLICITATION NUMBER

RESPONSE DATE (MM-DD-YYYY)

ARCHIVE

DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS

SET-ASIDE

NAICS CODE

CONTRACTING OFFICE

ADDRESS

POINT OF CONTACT

(POC Information Automatically Filled from User Profile Unless Entered)

DESCRIPTION

See Attachment

AGENCY'S URL

URL DESCRIPTION

AGENCY CONTACT'S EMAIL

ADDRESS

EMAIL DESCRIPTION

ADDRESS

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

GENERAL INFORMATION

PLACE OF PERFORMANCE

* = Required Field FedBizOpps Combined Synopsis/Solicitation Notice Rev. March 2010 Bread Contract 21902 36C24519Q0558 09-16-2019 N 311812 Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 26 Perry Point MD 21902 Kami Hom 1540 Spring Valley Drive Huntington, WV 25704 25704

USA

Kami.Hom@va.gov Kami.Hom@va.gov See attached.

To provide bread for the Huntington VA Medical Center for a period of five (5) years, a base year plus four (4) option years.

Questions are due by September 16, 2019 at 11:00 am and are to be submitted via email to Kami.Hom@va.gov.

Responses are due by September 11, 2019 at 11:00 am and are to be submitted via email to Kami.Hom@va.gov.

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C24519Q0558 09/5/2019 Kami Hom 410-642-2411 x22404 Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 26-A Perry Point MD 21902 X 311812 1000 Employees N/A X Department of Veterans Affairs V.A. Medical Center 1540 Spring Valley Drive Huntington WV 25704 Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 26 Perry Point MD 21902

Department of Veterans Affairs

VAFSC

Attn: East Team Po Box 149971 Austin TX 78714 See CONTINUATION Page To provide bread for the Huntington VA Medical Center to include, white sandwich/hamberger rolls, white finger/hotdog rolls, wjote bread. white french, and 100% whole wheat bread.

See statement of work.

Period of Performance:

Base Year - 10-1-2019 - 9-30-2020 1st Option Year - 10-1-2020 - 9-30-2021 2nd Option Year - 10-1-2021 - 9-30-2022 3rd Option Year - 10-1-2022 - 9-30-2023 4th Option Year - 10-1-2023 - 9-30-2024 Responses are due by Monday, September , 2019 by 11:00 am and are to be Submitted via email to Kami.Hom@va.gov.

Questions are due by September , 2019 at 11:00 am and are to be submitted via email to Kami.Hom@va.gov.

See CONTINUATION Page 581-3600160-120-824300-2610 010024367 X X Kami Hom Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

b. GOVERNMENT Department of Veterans Affairs VA Maryland Health Care System Kami Hom, Contracting Officer (90C) P.O. Box 1000, Bldg. 101-C, Room 8 Perry Point MD 21902

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs

VAFSC

Attn: East Team Po Box 149971 Austin TX 78714

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

DESCRIPTION/ SPECIFICATION/ WORK STATEMENT

1. The items listed in this contract are required subsistence items for the Department of Veterans Affairs, VA Medical Center, 1540 Spring Valley Drive, Huntington, WV 25704 Nutrition and Food Service. Products and deliveries are to be in strict accordance with the terms, conditions, and schedules noted herein. This is for a base plus four (4) option year contract totaling five (5) years. The base year period of performance is October 1, 2019 through September 30, 2020. Prices quoted should be F.O.B. destination to listed location.

a. Rolls, Type I, (enriched), Class C (Sandwich, hamburger), Style 1 (white), Bake type a (pan-baked), Product state (a) (fresh), Seed type (I) (seedless) 30 per package

b. Rolls, Type I (enriched), Class D, (finger, hot dog), Style 1 (white), Bake type a (pan-baked), Product State (a) (fresh), Seed type (I) (seedless) 60 per package

c. Bread, Type I (white, enriched), Product State 1 (fresh), Style B (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size c, (20 oz.)

d. Bread, Type VI (French, white,), Product State 1 (fresh), Style C (thick-Texas Toast), Bake type (ii) (hearth-baked), Slice type (I) (sliced), Loaf size d, (24 oz.)

e. Bread, Type II (whole wheat), Product state 1 (fresh), Style B, (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size d (20 oz.)

Point of Contact for the VA Medical Center, Nutrition and Food Service Department:

Annette Johnson, phone 304-429-6755 ext 2354

2. Packaging, Packing, and Labeling:

a. All packaging and packing shall be in accordance with good commercial practice and in commercially acceptable containers. All items shall be labeled. Labeling shall be in accordance with commercial labeling complying with the Federal Food, Drug, and Cosmetic Act and regulations promulgated there under.

b. All items must be identified with readable dates (open code dates), or coded dates. Contractors who do not use open dating will provide a product code number key listing to each customer facility. The product code number key listing shall explain the actual date of production or processing. Copies of key-codes will be furnished to each destination receiving officer and each destination inspection agency with the first delivery.

c. Vendor-owned delivery trays, racks wheeled carts, etc. shall be in a clean condition at delivery time; if they are not, vendor personnel will be required to transfer the bread delivery to government-owned holding racks.

d. Delivery Orders will be placed by personnel from Dietetics Service and will be designated at time of award.

e. Production of bread shall not precede delivery by more than twenty-four (24) hours. Bread/bakery items must be fresh and dated in either of the following methods: (a) production date or freshness expiration date directly marked on packaging or twist tie/plastic closure; (b) Production date or freshness expiration date color coding or similar type markings on packaging or twist tie/plastic closure.

f. Salient Characteristics, Regulatory Requirements, Quality Assurance Provisions, and Packaging, shall be as specified in Commercial Item Descriptions A-A-20053B and A-A-20052B. Copies available upon request to Contracting Officer or at http://www.ams.usda.gov/fv/fvqual.htm.

3. SPECIAL OFFERS: The Contractor shall agree to make “special offers” available on the same basis as they may be made to their most favorable customers.

4. AUTHORIZED ORDERS: The government shall be bound under this contract only to the extent of authorized orders actually placed against this contract and shall not be held liable in any way in the event that no orders are placed with the contractor.

5. PROCEDURES FOR ORDERING: Procedures to be followed for placing orders with Contractor are as follows:

a. Purchase orders will be placed directly with the contractor by authorized personnel from the VA Medical Center Nutrition & Food Service and Canteen Service. Orders may be placed daily, weekly or monthly, orally by telephone or daily quantities may be furnished to the drivers.

b. Items will be shipped as directed herein. Shipping charges will be borne by the Contractor.

c. The VA Chief of Nutrition and Food Service or their designee will place orders for their department. ALL ORDERS, DELIVERIES AND BILLINGS, FOR EACH FACILITY, SHALL BE SEPARATE AND DISTINCT.

6. ESTIMATED QUANTITIES: The estimated quantities are estimates only and are not intended to mean that the VA Medical Facilities are obligated to purchase any predetermined amount listed under this contract.

7. INVOICES: An itemized invoice shall identify the contract number and purchase order number covered therein and shall be furnished to the payment office as indicated herein. Invoices may be rejected if all information required by FAR Clause 52.212-4(g) is not included.

8. SUBSTITUTIONS: The Contractor may not offer substitute items. The delivery orders will be filled exactly as requested.

9. INSPECTION OF PLANTS: An inspection MAY be made of the premises and employees of the bidder(s), prior to making award and conditions found will be considered in awarding the contract. Inspection may also be made any time during the life of the contract and, if it is found the contractor is not complying with specifications, deliveries will be rejected, and the products covered by this contract will be procured on the Open Market. Any excess costs occasioned by this action will be charged against the contractor’s account.

10. DELIVERY SCHEDULE: VA Medical Center – Huntington, WV

NOTE: Daily deliveries will be at or about the same times each day and within the established hours of operation listed above. If a delivery date falls on a federal holiday, the vendor must establish an alternative delivery date and inform the VA Medical Center of the new date. The Contracting Officer’s al Representative (COR) shall be notified as early as possible if a delivery schedule cannot be met or if a delivery shall be late

11. PAYMENT: Contractor will submit monthly, in arrears, invoices covering all items delivered to nutrition and food service and the canteen. Invoices will be identified by contract number and the appropriate purchase order number and should be mailed to the payment office as indicated by nutrition and food service and the canteen.

12. REPRESENTATIVE OF CONTRACTING OFFICER: The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally supervise the work being performed under this contract. The foregoing is not to be considered as authorization to interpret or furnish advice and information to the contractor relative to the financial or legal aspects of the contract. Enforcement of these segments is vested in and is the responsibility of the Contracting Officer.

13. CONTRACTOR’S RESPONSIBILITIES: The contractor shall obtain all necessary licenses and/or permits required to perform this work. He shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract that is caused by him/her or his/her employee’s fault or negligence.

14. DISCOUNTS FOR EARLY PAYMENT: Early payment discounts will not be considered in making award.

15. THE BIDDER CERTIFIES THAT: (Check one)

( ) Within the past six (6) months no inspection of the Physical Facilities of this plant has been conducted by any agency of the Federal Government, OR

( ) An inspection of the Physical Facilities of this plant was conducted by the:

AGENCY DATE OF INSPECTION

and this plant was (ACCEPTED/REJECTED) for furnishing its product to the Federal Government.

PLEASE PROVIDE COPY OF LAST INSPECTION REPORT WITH BID PACKAGE.

16. CURRENT CONTRACT: Contractor must state whether he currently holds a contract with another VA Medical Center, Federal or State installation.

YES ___________ NO ____________

ADDRESS OF INSTALLATION: ____________________________

17. SANITATION AND WORKMANSHIP: Items shall be prepared, processed and packed under sanitary conditions and in accordance with good commercial practice. All containers shall be clean, sound and securely covered or sealed to provide adequate protection from dirt, filth, and other contamination.

18. NOTED FEDERAL HOLIDAYS: New Year’s Day, Martin Luther King Day, Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas and any other day specifically declared by the President to be a national holiday.

19. (NOTE): If proposed products will be provided from more than one plant location, inspection information must be provided for all locations.

BRANCH FIRM: If the orders are to be placed and delivery effected by a branch firm at other than the address given on page three, this firm and address with telephone number will be inserted.

BRANCH FIRM FOR DELIVERIES TO: VA Medical Center, Huntington West Virginia Nutrition & Food Service.

Name: _____________________________________________ Address: ________________________________________________ Telephone: ________________________ FAX: ________________

20. CONTRACT ADMINISTRATION DATA:

The contracting officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes, which will affect price, quantity, or quality of performance of this contract. In the event the contractor effects any such change at the direction of any person other than the contracting officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

Alternate Items: Bids on alternate items other that those shown herein will be considered only if acceptable bids on required items are not received or do not satisfy the total estimated requirements. Such bids must clearly identify and explain the characteristics which differ from the required item.

Quantities specified represent the Government’s best estimates. However, actual requirements may be more or less than specified. In any event, the Contractor shall provide the amounts required at the prices offered.

Basis for Award: A single award will be made to the responsive, responsible bidder providing the lowest total cost to the Government. A separate award will not be made for the VA Medical Center Nutrition & Food Service .

The Contractor agrees to provide the items listed above to the VAMC Nutrition & Food Service (or dietetics). during the period stated herewith. Deliveries shall be in such quantities and at such times as may be required in accordance with all terms, conditions, provisions and schedules of this contract.

Contractor must bid on all items for the VAMC Nutrition & Food Service and Canteen Service or their bid will be rejected as non-responsive.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year: Period of Performance: 10/01/2019 – 09/30/2020

Rolls, Type I, (enriched), Class C (Sandwich, hamburger), Style 1 (white), Bake type a (pan-baked), Product state (a) (fresh), Seed type (I) (seedless) 30 per package

Rolls, Type I (enriched), Class D, (finger, hot dog), Style 1 (white), Bake type a (pan-baked), Product State (a) (fresh), Seed type (I) (seedless) 60 per package

Bread, Type I (white, enriched), Product State 1 (fresh), Style B (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size c, (20 oz.)

Bread, Type VI (French, white,), Product State 1 (fresh), Style C (thick-Texas Toast), Bake type (ii) (hearth-baked), Slice type (I) (sliced), Loaf size d, (24 oz.)

Bread, Type II (whole wheat), Product state 1 (fresh), Style B, (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size d (20 oz.)

Option Year One: Period of Performance: 10/01/2020 – 09/30/2021

Rolls, Type I, (enriched), Class C (Sandwich, hamburger), Style 1 (white), Bake type a (pan-baked), Product state (a) (fresh), Seed type (I) (seedless) 30 per package

Rolls, Type I (enriched), Class D, (finger, hot dog), Style 1 (white), Bake type a (pan-baked), Product State (a) (fresh), Seed type (I) (seedless) 60 per package

Bread, Type I (white, enriched), Product State 1 (fresh), Style B (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size c, (20 oz.)

Bread, Type VI (French, white,), Product State 1 (fresh), Style C (thick-Texas Toast), Bake type (ii) (hearth-baked), Slice type (I) (sliced), Loaf size d, (24 oz.)

Bread, Type II (whole wheat), Product state 1 (fresh), Style B, (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size d (20 oz.)

Option Year Two: Period of Performance: 10/01/2021 – 09/30/2022

Rolls, Type I, (enriched), Class C (Sandwich, hamburger), Style 1 (white), Bake type a (pan-baked), Product state (a) (fresh), Seed type (I) (seedless) 30 per package

Rolls, Type I (enriched), Class D, (finger, hot dog), Style 1 (white), Bake type a (pan-baked), Product State (a) (fresh), Seed type (I) (seedless) 60 per package

Bread, Type I (white, enriched), Product State 1 (fresh), Style B (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size c, (20 oz.)

Bread, Type VI (French, white,), Product State 1 (fresh), Style C (thick-Texas Toast), Bake type (ii) (hearth-baked), Slice type (I) (sliced), Loaf size d, (24 oz.)

Bread, Type II (whole wheat), Product state 1 (fresh), Style B, (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size d (20 oz.)

Option Year Three: Period of Performance: 10/01/2022 – 09/30/2023

Rolls, Type I, (enriched), Class C (Sandwich, hamburger), Style 1 (white), Bake type a (pan-baked), Product state (a) (fresh), Seed type (I) (seedless) 30 per package

Rolls, Type I (enriched), Class D, (finger, hot dog), Style 1 (white), Bake type a (pan-baked), Product State (a) (fresh), Seed type (I) (seedless) 60 per package

Bread, Type I (white, enriched), Product State 1 (fresh), Style B (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size c, (20 oz.)

Bread, Type VI (French, white,), Product State 1 (fresh), Style C (thick-Texas Toast), Bake type (ii) (hearth-baked), Slice type (I) (sliced), Loaf size d, (24 oz.)

Bread, Type II (whole wheat), Product state 1 (fresh), Style B, (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size d (20 oz.)

Option Year Four: Period of Performance: 10/01/2023 – 09/30/2024

Rolls, Type I, (enriched), Class C (Sandwich, hamburger), Style 1 (white), Bake type a (pan-baked), Product state (a) (fresh), Seed type (I) (seedless) 30 per package

Rolls, Type I (enriched), Class D, (finger, hot dog), Style 1 (white), Bake type a (pan-baked), Product State (a) (fresh), Seed type (I) (seedless) 60 per package

Bread, Type I (white, enriched), Product State 1 (fresh), Style B (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size c, (20 oz.)

Bread, Type VI (French, white,), Product State 1 (fresh), Style C (thick-Texas Toast), Bake type (ii) (hearth-baked), Slice type (I) (sliced), Loaf size d, (24 oz.)

Bread, Type II (whole wheat), Product state 1 (fresh), Style B, (regular), Bake type (i) (pan-baked), Shape (a) (round top), Slice type (I) (sliced), Loaf size d (20 oz.)

B.4 DELIVERY SCHEDULE

Base Year: 10/01/2019 – 09/30/2020 Option Year 1: 10/01/2020 – 09/30/2021 Option Year 2: 10/01/2021 – 09/30/2022 Option Year 3: 10/01/2022 – 09/30/2023 Option Year 4: 10/01/2023 – 09/30/2024

Page 1 of Page 1 of Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years and 6 months.

(End of Clause)

C.4 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through the period of performance.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.5 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $1,000.00;

(2) Any order for a combination of items in excess of $5,000.00; or

(3) A series of orders from the same ordering office within five days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within one days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the period of performance.

(End of Clause)

C.7 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.8 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.9 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.10 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information…