36C26023Q0593_1.docx

36C26023Q0593

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C26023Q0593 -2023 Tracy Heath 253-888-4903 -2 -2023 14:00

PDT

36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661 X X 311511 1150 Employees Net 30 N/A X 36C653 Department of Veterans Affairs Roseburg VA Medical Center 913 NW Garden Valley Blvd.

Roseburg OR 97471 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 The Contractor Shall provide Fresh Dairy Products IAW the Statement of Work (SOW) for the Roseburg VA Medical Center, Roseburg, Oregon.

The Government intends to award a single award Indefinite Delivery Indefinite Quantity (IDIQ) five-year contract.

Individual bulk funded task orders will be issued by the NCO 20 Contracting Office.

Period of Performance (POP): 10/01/2023 - 09/30/2028 Quoter's must submit all required documents stated in submission checklist in Section E.7, to be eligible for award.

This procurement is being competed in accordance with FAR Part 13.106-2(b)(3) Comparative Evaluation Procedures.

This will be a firm-fixed price contract with Economic Price Adjustments, IAW the stipulations stated in the SOW.

See CONTINUATION Page x X X James Harris 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:

a. CONTRACTOR: To Be Determined

b. GOVERNMENT: Contracting Officer 36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

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.

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

B.2 ORDERING PROCEDURES

An initial Task Order for Services will be issued by the VA Contracting Officer at the beginning of the contract’s period of performance. The Task Order will be emailed to the Contractor. The VA anticipates funding one Task Order per 12-months. If the value of a particular Task Order needs to be increased or decreased, a Modification will be done to the Task Order by a VA Contracting Officer. Task Orders will be bulk funded so that funds are already available when the VA requires services. Do not exceed the amount bulk funded without first receiving a Modification. VA’s requests for services will be in accordance with the Statement of Work.

B.3 MINIMUM

MINIMUM AND MAXIMUM in accordance with FAR 16.504(a)(4)(ii): The guaranteed minimum contract quantity is $698.27. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum award amount.

B.4 STATEMENT OF WORK (SOW)

STATEMENT OF WORK

Roseburg VA Medical Center 913 NW Garden Valley Blvd.

Roseburg, OR 97471

The contractor shall provide fresh dairy products to the Roseburg VA Medical Center, Roseburg, Oregon. The quantities listed are estimated requirements.

FRESHNESS REQUIREMENT:

Dairy products shall conform to the following freshness requirements:

1. Dairy products shall conform to USDA Standards for U.S. No.1 Grade that are fresh, free from decay and free from damage caused by breakage, dirt, disease, insects, or other means.

2. Compliance with the provisions from the USDA Standards shall not excuse failure to comply with the provisions of the Federal Food, Drug and Cosmetic Act or with applicable state laws, regulations, or VA regulations.

3. All shipping and transportation shall be in accordance with good commercial practice for fresh dairy in a controlled environment between 32-41 ºF, and products that are labeled frozen and shipped frozen shall be received at no greater than 10 ºF.

4. All risk shall be minimized of the contamination of dairy products by microbial pathogens and good industry practices shall be followed according to the U.S. Food and Drug Administration.

RECALL NOTICES

The contractor shall notify Nutrition & Food Services immediately upon receiving Recall Notices from the Food and Drug Administration Enforcement Report publication.

SUBSTITUTIONS:

Substitutions shall be allowed on the condition that the substituted item is similar in appearance, composition, and package size. Substituted items shall be billed at no higher cost than the contracted items for which they are substituted.

PRESERVATION, PACKAGING AND PACKING:

1. Unless otherwise specified, preservation, packaging, and packing shall be to a degree of protection to preclude damage to containers and/or contents thereof under normal shipping conditions, handling, etc., and shall conform to normal commercial practices and applicable carrier rules and regulations involving shipment from the contractor to the receiving activity for storage. Shipping containers shall comply with the national motor freight classification and uniform freight classification in effect at the time of shipment.

2. All packaging and packing shall be in accordance with good commercial practice. Labeling shall be in accordance with commercial labeling, complying with Federal Food and Drug and Cosmetic Act and regulation promulgated thereunder.

3. All items shall be identified with readable dates (open code dates) or coded dates. Contractors who do not use open dating shall provide a product code number key listing. The product code number key listing shall explain the actual date of production or processing. Copies of key-code listing shall be furnished to each destination receiving officer and each destination inspection agency with the first delivery. Dairy products shall be dated seven (7) days prior to expiration/use by dates, otherwise products may be refused.

GOVERNMENT HOLIDAYS:

Listed below are legal Government Holidays:

When one of the holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by the U.S. Government agencies. Administration staff will not be available on these following days or dates; however, delivery may still be accepted by NFS trained personnel.

CUSTOMER INQUIRY:

Upon receipt of any inquiry, the contractor shall provide a response no later than by the close of the next business day. Responses to order status shall include the current stage of completion and estimated delivery date. The preferred method of communication is electronic mail (email).

REQUIRED DELIVERY SCHEDULE:

If the Dairy contractor is unable to meet the desired delivery schedule, it may, without prejudicing evaluation of its offer, propose a delivery schedule below. However, the Dairy contractor’s proposed delivery schedule must not extend the delivery period beyond the time for delivery in the government’s required delivery schedule:

6:00 – 10:00 AM PST, Monday through Friday

PREVAILING TERMS AND CONDITIONS:

All orders placed are subject to the terms and conditions of all the clauses and provisions in full text or incorporated by reference herein:

DESCRIPTION OF AGREEMENT:

Under this contract, the holder shall provide fresh and frozen dairy products as listed on the schedule provided in Attachment 1 Fresh Dairy Products List. The above-described supplies and/or services shall be provided when ordered by a designated ordering official or a Contracting Officer during the specified period stated. This is for support to the Roseburg VA Medical Center, Roseburg, Oregon (including geographical separated units and operating locations) only.

SUPPLIES AVAILABLE UNDER THIS BPA:

Schedule details all supplies, with accompanying prices and descriptions, which may be ordered.

TERMS

This will be a five-year Indefinite Delivery Indefinite Quantity (IDIQ) contract with a period of performance ending on 09-30-2028 or such earlier ending date as determined by mutual agreement between contracting parties or by extension not to exceed 5 years from date of award.

OBLIGATION OF FUNDS

This does not obligate any funds. The Government is obligated only to the extent of authorized orders issued by the Contracting Officer.

AUTHORIZED USERS

Designated ordering officials representing Roseburg VA Medical Center, Roseburg, Oregon, are the only users authorized to place orders under this BPA. Any authorized user shall only be allowed to issue an order under this BPA if funds are certified and the BPA awarding office’s Task Order number is assigned. BPA holders shall not accept or perform any purported order that does not contain a Task Order number.

Individuals Authorized to Place Orders at the Roseburg VA Medical Center:

Inventory Control Cook Food Service Systems Manager Food Service Worker Supervisors Informatics Dietitian Food Service Worker Leader

INVOICES

A. Inspection and acceptance shall be accomplished for all services furnished under resulting contract by the designated COR in the program office as the point of final inspection and acceptance. The contract holder will submit each invoice, including all back-up data, to the designated ordering official representing the Roseburg VA Medical Center for review and signature. When the designated ordering official receives an accurate and complete invoice, he/she will sign for the delivery. If the invoice is incomplete or inaccurate, the designated ordering official will return the unsigned invoice to the contract holder for correction. The designated ordering official will then forward the signed invoice to the VISN 20 Accounting Office for payment. Final payment for each order will be accomplished by a final invoice accompanied by a receiving report.

B. Itemized invoices shall be submitted to the RVAHCS Nutrition & Food Service department at least monthly or upon expiration of this contract, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. “Approved-for-Payment” invoices will be submitted to the payment address specified on each individual order issued under this.

PRICING:

1. The prices included on the price schedule (or applicable “discounted” rates submitted in a proposal response to an RFQ resulting in award) that are in effect on the effective date of an order shall govern that order’s basic performance period.

2. The vendor can voluntarily reduce offered prices at any time by giving a 24-hour advance notice (by facsimile or electronic-mail) to the Roseburg VA Health Care System. This also allows for additional discounts if a “large order” is placed at one time. An advanced notice is not required for discounts offered for only an individual order. Whether an order is large enough to warrant such a discount is subject to the discretion of the contract Holder.

3 The vendor may submit Economic price adjustments per FAR 16.203-1(a)(1) Fixed-Price contracts with economic price adjustments. The Economic Price Adjustment policy will be applied if the Vendor participates in the USDA Federal Milk Marketing Orders Program. Information can be found at Federal Milk Marketing Orders | Agricultural Marketing Service (usda.gov). Economic Price Adjustments may occur once per month and prices shall reflect adjustments per the USDA-Federal Milk Market Order released on the 21st of each month, for the following months adjustments. Any subsequent request for a price increase, once approved by the Contracting Officer, shall remain firm for at least 30 days after the approval date. Any requested price increase shall not take effect until after approval by the Contracting Officer. The request for price increase must be provided by U.S. mail, facsimile, or electronic mail to the Contracting Officer. Any order already issued shall not be affected by any change pricing. The prices offered will undergo periodic review by the NCO 20 Contracting Officer.

4 Economic price adjustment modifications will be prepared at the end of every month, so that new prices will be available by the first of each month. USDA – Federal Milk Market Order announces price adjustments on the Wednesday prior to the 21st of the month unless a holiday falls during that week then it will be announced on Thursday. The new and adjusted prices will be released to the Nutrition and Food Service Dept. no later than the 27th of the month, to facilitate processing of the modification.

See attachment 1 for required product list.

B.5 PRICE/COST SCHEDULE

Whole Milk, Min 3.25% Milkfat, 1/2 Gallon Contract Period: Base POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 311511 - Fluid Milk Manufacturing PRODUCT/SERVICE CODE: 8910 - Dairy Foods and Eggs

Whole Milk, Min 3.25% Milkfat, 1/2 pint

POP Begin: 10-01-2023 POP End: 09-30-2024

1% Milk, Max 1% Milkfat, 1/2 pint

POP Begin: 10-01-2023 POP End: 09-30-2024

Chocolate Milk, Skim, Nonfat, 1/2 pint

POP Begin: 10-01-2023 POP End: 09-30-2024

Buttermilk, pint

POP Begin: 10-01-2023 POP End: 09-30-2024

Whipping Cream, Pint

POP Begin: 10-01-2023 POP End: 09-30-2024

Cottage Cheese, Creamed, small or large curd, low-fat, 5lbs

POP Begin: 10-01-2023 POP End: 09-30-2024

SourCream, Cultured, 5lbs

POP Begin: 10-01-2023 POP End: 09-30-2024

Butter, 36lbs

POP Begin: 10-01-2023 POP End: 09-30-2024

Vanilla Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2023 POP End: 09-30-2024

Chocolate Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2023 POP End: 09-30-2024

Strawberry Ice Cream, 3oz cups, 64pacl

POP Begin: 10-01-2023 POP End: 09-30-2024

Sherbet, Orange, 3oz cups, 64pack

POP Begin: 10-01-2023 POP End: 09-30-2024

Whole Milk, Min 3.25% Milkfat, 1/2 Gallon Contract Period: Option 1 POP Begin: 10-01-2024 POP End: 09-30-2025

Whole Milk, Min 3.25% Milkfat, 1/2 pint

POP Begin: 10-01-2024 POP End: 09-30-2025

1% Milk, Max 1% Milkfat, 1/2 pint

POP Begin: 10-01-2024 POP End: 09-30-2025

Chocolate Milk, Skim, Nonfat, 1/2 pint

POP Begin: 10-01-2024 POP End: 09-30-2025

Buttermilk, pint

POP Begin: 10-01-2024 POP End: 09-30-2025

Whipping Cream, Pint

POP Begin: 10-01-2024 POP End: 09-30-2025

Cottage Cheese, Creamed, small or large curd, low-fat, 5lbs

POP Begin: 10-01-2024 POP End: 09-30-2025

SourCream, Cultured, 5lbs

POP Begin: 10-01-2024 POP End: 09-30-2025

Butter, 36lbs

POP Begin: 10-01-2024 POP End: 09-30-2025

Vanilla Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2024 POP End: 09-30-2025

Chocolate Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2024 POP End: 09-30-2025

Strawberry Ice Cream, 3oz cups, 64pacl

POP Begin: 10-01-2024 POP End: 09-30-2025

Sherbet, Orange, 3oz cups, 64pack

POP Begin: 10-01-2024 POP End: 09-30-2025

Whole Milk, Min 3.25% Milkfat, 1/2 Gallon Contract Period: Option 2 POP Begin: 10-01-2025 POP End: 09-30-2026

Whole Milk, Min 3.25% Milkfat, 1/2 pint

POP Begin: 10-01-2025 POP End: 09-30-2026

1% Milk, Max 1% Milkfat, 1/2 pint

POP Begin: 10-01-2025 POP End: 09-30-2026

Chocolate Milk, Skim, Nonfat, 1/2 pint

POP Begin: 10-01-2025 POP End: 09-30-2026

Buttermilk, pint

POP Begin: 10-01-2025 POP End: 09-30-2026

Whipping Cream, Pint

POP Begin: 10-01-2025 POP End: 09-30-2026

Cottage Cheese, Creamed, small or large curd, low-fat, 5lbs

POP Begin: 10-01-2025 POP End: 09-30-2026

SourCream, Cultured, 5lbs

POP Begin: 10-01-2025 POP End: 09-30-2026

Butter, 36lbs

POP Begin: 10-01-2025 POP End: 09-30-2026

Vanilla Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2025 POP End: 09-30-2026

Chocolate Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2025 POP End: 09-30-2026

Strawberry Ice Cream, 3oz cups, 64pacl

POP Begin: 10-01-2025 POP End: 09-30-2026

Sherbet, Orange, 3oz cups, 64pack

POP Begin: 10-01-2025 POP End: 09-30-2026

Whole Milk, Min 3.25% Milkfat, 1/2 Gallon Contract Period: Option 3 POP Begin: 10-01-2026 POP End: 09-30-2027

Whole Milk, Min 3.25% Milkfat, 1/2 pint

POP Begin: 10-01-2026 POP End: 09-30-2027

1% Milk, Max 1% Milkfat, 1/2 pint

POP Begin: 10-01-2026 POP End: 09-30-2027

Chocolate Milk, Skim, Nonfat, 1/2 pint

POP Begin: 10-01-2026 POP End: 09-30-2027

Buttermilk, pint

POP Begin: 10-01-2026 POP End: 09-30-2027

Whipping Cream, Pint

POP Begin: 10-01-2026 POP End: 09-30-2027

Cottage Cheese, Creamed, small or large curd, low-fat, 5lbs

POP Begin: 10-01-2026 POP End: 09-30-2027

SourCream, Cultured, 5lbs

POP Begin: 10-01-2026 POP End: 09-30-2027

Butter, 36lbs

POP Begin: 10-01-2026 POP End: 09-30-2027

Vanilla Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2026 POP End: 09-30-2027

Chocolate Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2026 POP End: 09-30-2027

Strawberry Ice Cream, 3oz cups, 64pacl

POP Begin: 10-01-2026 POP End: 09-30-2027

Sherbet, Orange, 3oz cups, 64pack

POP Begin: 10-01-2026 POP End: 09-30-2027

Whole Milk, Min 3.25% Milkfat, 1/2 Gallon Contract Period: Option 4 POP Begin: 10-01-2027 POP End: 09-30-2028

Whole Milk, Min 3.25% Milkfat, 1/2 pint

POP Begin: 10-01-2027 POP End: 09-30-2028

1% Milk, Max 1% Milkfat, 1/2 pint

POP Begin: 10-01-2027 POP End: 09-30-2028

Chocolate Milk, Skim, Nonfat, 1/2 pint

POP Begin: 10-01-2027 POP End: 09-30-2028

Buttermilk, pint

POP Begin: 10-01-2027 POP End: 09-30-2028

Whipping Cream, Pint

POP Begin: 10-01-2027 POP End: 09-30-2028

Cottage Cheese, Creamed, small or large curd, low-fat, 5lbs

POP Begin: 10-01-2027 POP End: 09-30-2028

SourCream, Cultured, 5lbs

POP Begin: 10-01-2027 POP End: 09-30-2028

Butter, 36lbs

POP Begin: 10-01-2027 POP End: 09-30-2028

Vanilla Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2027 POP End: 09-30-2028

Chocolate Ice Cream, 3oz cups, 64pack

POP Begin: 10-01-2027 POP End: 09-30-2028

Strawberry Ice Cream, 3oz cups, 64pacl

POP Begin: 10-01-2027 POP End: 09-30-2028

Sherbet, Orange, 3oz cups, 64pack

POP Begin: 10-01-2027 POP End: 09-30-2028

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES 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.3 52.216-2 ECONOMIC PRICE ADJUSTMENT-STANDARD SUPPLIES (NOV 2021)

(a) The Contractor warrants that the unit price stated in the Schedule for ALL LINES is not in excess of the Contractor’s applicable established price in effect on the contract date for like quantities of the same item. The term "unit price" excludes any part of the price directly resulting from requirements for preservation, packaging, or packing beyond standard commercial practice. The term "established price" means a price that-

(1) Is an established catalog or market price for a commercial product sold in substantial quantities to the general public; and

(2) Is the net price after applying any standard trade discounts offered by the Contractor.

(b) The Contractor shall promptly notify the Contracting Officer of the amount and effective date of each decrease in any applicable established price. Each corresponding contract unit price shall be decreased by the same percentage that the established price is decreased. The decrease shall apply to those items delivered on and after the effective date of the decrease in the Contractor’s established price, and this contract shall be modified accordingly.

(c) If the Contractor’s applicable established price is increased after the contract date, the corresponding contract unit price shall be increased, upon the Contractor’s written request to the Contracting Officer, by the same percentage that the established price is increased, and the contract shall be modified accordingly, subject to the following limitations:

(1) The aggregate of the increases in any contract unit price under this clause shall not exceed 10 percent of the original contract unit price.

(2) The increased contract unit price shall be effective-

(i) On the effective date of the increase in the applicable established price if the Contracting Officer receives the Contractor’s written request within 10 days thereafter: or

(ii) If the written request is received later, on the date the Contracting Officer receives the request.

(3) The increased contract unit price shall not apply to quantities scheduled under the contract for delivery before the effective date of the increased contract unit price, unless failure to deliver before that date results from causes beyond the control and without the fault or negligence of the Contractor, within the meaning of the Default clause.

(4) No modification increasing a contract unit price shall be executed under this paragraph (c) until the Contracting Officer verifies the increase in the applicable established price.

(5) Within 30 days after receipt of the Contractor’s written request, the Contracting Officer may cancel, without liability to either party, any undelivered portion of the contract items affected by the requested increase.

(d) During the time allowed for the cancellation provided for in paragraph (c)(5) of this clause, and thereafter if there is no cancellation, the Contractor shall continue deliveries according to the contract delivery schedule, and the Government shall pay for such deliveries at the contract unit price, increased to the extent provided by paragraph (c) of this clause.

(End of clause)

C.4 52.216-18 ORDERING (AUG 2020)

(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 10/01/2023 through 09/30/2028.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(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 $698.27, 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 $TBD.

(2) Any order for a combination of items in excess of $TBD; or

(3) A series of orders from the same ordering office within 10 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 10 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 09/30/2028.

(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. 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 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by…