36C26225Q0572.docx

36C26225Q0572

GENERAL INFORMATION

Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

POINT OF CONTACT*

Hestia Sim Hestia.Sim@va.gov

PLACE OF PERFORMANCE

Multi-Stations

Refer to B.2 Statement of Work

POSTAL CODE

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

This is a combined synopsis/solicitation is set aside for Small Business for commercial supplies prepared in accordance with the format in Subpart 12.6, as supplemented with the additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. This is a request for quotes under solicitation number: 36C26225Q0572

The Department of Veterans Affairs Network Contracting Office (NCO) 22 is looking for a contractor capable of providing fresh breads in accordance with section B.2 Statement of Work under this solicitation. This is to set up a base plus option four years single award Firm Fixed-price Indefinite Delivery Indefinite Quantity (IDIQ) contract for fresh bread types for multi-stations. Delivery term shall be FOB Destination, shipping must be included in each unit cost.

Participating VA Medical Centers VA Greater Los Angeles Healthcare System (691) 11301 Wilshire Boulevard, Los Angeles, CA 90073-1003

VA Long Beach Healthcare System (600) 5901 East 7th Stret, Long Beach, CA 90822-5201

VA San Diego Healthcare System (664) 3350 La Jolla Village Drive, San Diego, CA 92161-0001

VA Loma Linda Healthcare System (605) 11201 Benton Street, Loma Linda, CA 92357-1000

Period of Performance Base: 5/1/2025 – 4/30/2026 Option Year 1: 5/1/2026 – 4/30/2027 Option Year 2: 5/1/2027 – 4/30/2028 Option Year 3: 5/1/2028 – 4/30/2029 Option Year 4: 5/1/2029 – 4/30/2030

Deliverables Quantities are estimated only. Quantities are estimated for a year performance. Estimated quantities shall remain the same throughout all base plus option four years:

The quantities cited above chart are estimated quantities for base and all option periods; quantities are not a contractual statement of precise quantities that the Government will order. The quantities given are estimated only, and no guarantee of their accuracy is either given or implied. The Government will only pay for quantities that are actually ordered and for which the services are fulfilled.

Contractor may offer alternate pack sizes; however, the estimated quantities shall be adjusted accordingly.

The solicitation will be in accordance with FAR Part 12, 13, and 19, Acquisition of Commercial Items, Simplified Acquisition Procedures, Small Business Programs, FAR subpart 16.5 Indefinite-Delivery Contracts, and Veteran Affairs Acquisition Regulations as supplemented with additional information in this notice. The North American Industrial Classification System (NAICS) code for this requirement is 311812, Size Standard 1,000 Employees. The Contractor shall adhere to all federal and state laws and regulations in effect during the term of this contract. The Government intends to award a firm-fixed-price contract. The Contract begins on the date of award.

Key solicitation milestones are: Submit any questions regarding this procurement via email to Hestia.Sim@va.gov no later than 10am Pacific Local Time Friday, March 7, 2025. No questions will be answered after this date/time unless determined to be in the best interest of the Government as determined by the Contracting Officer. Telephonic questions will not be accepted or returned. RFI responses will be responded to as necessary in amendment format which will be posted to contract opportunities at http://SAM.gov.

Due to time constraints, responses to the solicitation shall be due on Thursday, March 13, 2025 at 10:00 Pacific Time. Offerors are advised that it is your responsibility to review and monitor the website frequently to ensure you have the most up to date information, including amendments. Correspondence or questions may be directed to Hestia Sim, Contracting Specialist at Hestia.Sim@va.gov with " 36C26225Q0572, Multi-Station Bread IDIQ (VA GLA, LB, SD, LL)” in the subject line within 48 hours of release of this notice. Telephone inquiries will not be honored. Inquiries after the allotted period may not be responded to due to the time constraints of the procurement. All offerors must be registered in www.sam.gov to do business with the Government. Ensure your registration is correct, current and has not expired.

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

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:

b. GOVERNMENT: Contracting Officer 36C262, Adrienne Brown Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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.

Submit invoices electronically through https://portal.tungsten-network.com ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

Objective The Department of Veterans Affairs requires Network Contracting Office (NCO) 22 to set up Base plus option Four years a single award Firm Fixed-price Indefinite Delivery Indefinite Quantity (IDIQ) contract for fresh bread types. The contractor shall provide fresh bread products listed on the schedule to the VA Greater Los Angeles, Long Beach, San Diego, and Loma Linda Healthcare Systems as needed basis. Orders shall be placed by email, telephone, or in writing via fax, as mutually agreed upon between the facility point of contact (POC) and contractor at least two business days prior to the anticipated delivery date.

Participating VA Medical Centers VA Greater Los Angeles Healthcare System (691) 11301 Wilshire Boulevard, Los Angeles, CA 90073-1003

VA Long Beach Healthcare System (600) 5901 East 7th Stret, Long Beach, CA 90822-5201

VA San Diego Healthcare System (664) 3350 La Jolla Village Drive, San Diego, CA 92161-0001

VA Loma Linda Healthcare System (605) 11201 Benton Street, Loma Linda, CA 92357-1000

Period of Performance Base: 5/1/2025 – 4/30/2026 Option Year 1: 5/1/2026 – 4/30/2027 Option Year 2: 5/1/2027 – 4/30/2028 Option Year 3: 5/1/2028 – 4/30/2029 Option Year 4: 5/1/2029 – 4/30/2030

Deliverables Quantities are estimated only. Quantities are estimated for a year performance. Estimated quantities shall remain the same throughout all base plus option four years:

The quantities cited above chart are estimated quantities for base and all option periods; quantities are not a contractual statement of precise quantities that the Government will order. The quantities given are estimated only, and no guarantee of their accuracy is either given or implied. The Government will only pay for quantities that are actually ordered and for which the services are fulfilled.

Contractor may offer alternate pack sizes; however, the estimated quantities shall be adjusted accordingly.

Order Limitations

Compliance with Federal Laws and Regulations

1. All deliveries shall conform in every respect to the provision of the federal food, drug, and cosmetic Act USC title 21, chapter 9 (FD&C Act) and regulation promulgated there under.

2. Where applicable, the interpretation of requirements (Descriptive terms), methods ascertaining grades, testing, etc., shall be in accordance with those contained in the U.S. standards for the particular products in effect on the date of solicitation.

3. The contractor agrees to provide the products listed to participating VA Medical Centers for base period, and option years if exercised by the Government. 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. Please note quantities are estimated only. There is not a contractual statement of precise quantities that the Government will order under this IDIQ contract. The Government will only pay for quantities that are actually ordered and for which the services are fulfilled off of each delivery order.

4. All products furnished under this contract shall be processed and packaged under sanitary conditions in strict accordance with guidelines provided by the U.S. Food and Drug Administration and the U.S. Department of Agriculture, using the best commercial practices that are standard for the industry. All containers shall be clean, sound, and securely covered or sealed to provide adequate protection from dirt, filth, or contamination. All ingredients shall be clean, sound, wholesome and free from evidence of rodent or insect infestation. Failure to comply with provision shall be considered grounds for default of the contract.

5. All current USDA Standards and guidelines must be followed and met through the entire production, packaging, labeling, and delivery process.

6. Ingredients for fresh bread and bakery products shall consist of flour, water, salt, yeast, emulsifiers or stabilizers, and other ingredients appropriate for the type of bread specified in the schedule of products. The fresh bread includes mold inhibitors of proper levels as allowed by the federal Food, Drug and Cosmetic Act.

7. Products shall be delivered in an enclosed truck, which protects the bread products from dirt or other contamination. Bread products shall be delivered on racks and not stacked one on top the other unless separated by shelving or spacers. All loaves, packages and individually wrapped breads and rolls will be clearly labeled with the expiration or “used by” date.

8. By submitting an offer, the contractor certifies that the products offered meet the requirements of the solicitation and:

a. Requirements of Federal, State, and local regulations

b. Conforms to the producer’s own specifications and standards, including product characteristics, manufacturing procedures, quality control procedures, and storage and handling practices

9. Contractor shall obtain a business license, a food handler’s certificate for all employees, a seller’s permit, and a certificate of occupancy required to perform work stated under this Statement of Work.

10. Contractor shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. Contractor shall be responsible for any injury to himself/herself, his/her employees, or others, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by him/her or his/her employees’ fault or negligence. Contractor shall maintain personal liability and property damage insurance prescribed by the laws of the Federal Government.

11. The Government reserves the right to accept or reject Contractor’s employee for the rendering of services. Complaints concerning Contract Personnel’s performance or conduct will be dealt with by the Contractor and Program Office Manager with the final decision being made by the Contracting Officer.

Product Requirements

1. Enriched Flour: When the bread or bakery product is enriched, the wheat flour used for the bread shall conform to the U.S. Standards of Identity for Enriched Flour (1 CFR 137.165) and shall be milled from a variety of hard and or soft wheat.

2. Appearance and Color: The fresh bread and applicable bakery products shall have a uniformly brown crust which is characteristic of the bread product. The fresh bread and baker products shall have a typical volume, characteristic grain, and be evenly baked and without evidence of foreign odors or flavors, burnt, scorched, stale, rancid or moldy. The delivered products shall not be crushed o damaged.

3. Quality and Freshness: Fresh bread and bakery products shall conform to the following freshness requirements:

a. Bread (Loaf, muffins, hamburger, and hotdog rolls) shall be delivered to the VA Facilities within 24 hours after baking.

b. Brown and serve rolls shall be delivered within 36 hours after production.

c. The Government reserves the right to return products in the original packing for full credit if they have visible signs of poor quality within 24 hours after delivery.

d. Physical Hazards: products shall be clean, sound, wholesome, and be free from foreign material such as, but not limited to, dirt, insect parts, hair, wood, glass, or metal.

e. Bread/bakery items must be freshness dated in either of the following methods:

i. Production date or freshness expiration date directly marked on packaging or twist tie/plastic closure.

ii. Production date or freshness expiration date color coding or similar type markings on packaging or twist tie/plastic closure.

iii. SPECIAL NOTE: production date on individually wrapped items.

iv. Bread shall have a minimum of five (5) days of shelf life after the date of delivery.

Packaging, Packing and Labeling

1. Unless otherwise specified, preservation, packaging, and packing shall be to a degree of protection to preclude damage during normal shipping conditions, handling, etc., and shall conform to normal commercial practice and applicable carrier rules and regulations involving shipment from the contractor to the receiving activity for storage. Shipping containers shall be incompliance with National Motor Freight Classification and Uniform Freight classification (Issue in effect at the time of shipment).

2. The package shall be clean, sound, and securely covered to sealed to provide adequate protection from dirt, filth, and contamination. All products shall be clean, sound, wholesome and free from evidence of rodent or insect infestation. Failure to comply with this provision shall be considered grounds for default of the contract.

3. Labeling shall be in accordance with commercial labeling, complying with the Federal Food, Drug, and Cosmetic Act and regulations promulgated there under.

4. Unless otherwise specified, preservation, packaging and packing shall be to a degree of protection to preclude damage during normal shipping conditions and shall conform to normal commercial practices and applicable carrier rules and regulations involving shipment from contractor to receiving activity for storage.

5. All items must be identified with readable dates (open code dates, or color-coded dates. The product color code shall explain the actual date of production. The successful offeror shall furnish the POC and the contracting officer with the instructions for deciphering the date on which the pasteurization process was completed. This information is to be furnished within five days of award of a contract.

Ordering

1. Orders shall be placed upon receipt of an approved delivery order (DO) and purchase order (PO).

2. An approved DO and PO shall be signed by a warranted Contracting Officer (CO).

3. An approved DO and PO shall be emailed from the CO to the Contractor prior to the period of performance start date. Participating VAMCs will start placing order with an approved PO through the contractor’s ordering website or phone.

4. The POC or other delegate of Nutrition and Food Service from each VAMC shall place orders by website, email, telephone, in writing via fax, or any manner consistent with accepted business practices at least two (2) business day prior to the anticipated delivery date.

5. An order number will be provided to Contractor by each facility at the time the order is placed.

6. Participating VAMCs intend to place multiple orders per week. Consequently, the contractor is required to deliver multiple orders per week (deliveries shall vary per ordering station: one (1) to five (5) deliveries per week).

7. Availability, Substitutions and Alternates:

a. Contractor will order quantities of products based on the facility’s menu needs, with oversight and concurrence from facility.

b. All products offered will be available to be ordered for delivery at any station location listed in the contract.

c. Any proposed alternate items shall meet the requirements of the Government specifications as cited in the Index of Federal Specifications/Standards (FED) and or commercial Item Description (CID). A-A-20052B and A-A-20053B.

d. Contractor will not substitute any items and will not increase or decrease quantities ordered without prior approval from the POC.

e. Should any product under this contract become unavailable or available on a limited basis, either temporarily or permanently, the Contract shall provide the Government with sufficient notification thereof, offering possible substitutions and/or alternative sources, to afford the Government adequate opportunity to approve or reject offered substitution and/or make other procurement arrangements.

Deliveries

1. Deliveries shall be made to the area(s) listed, unless otherwise directed by the POC or designated individual shall sign for all deliveries. Off-loading of products shall occur in the presence of VA authorized receiving personnel as indicated (contact person) or his/her designated representative.

2. Delivery addresses and PO numbers shall be provided on each delivery order.

3. Replacement of rejected products(s) shall be delivered the same day no later than 1:00 pm, unless otherwise specified by the POC.

4. NO DELIVERIES WILL BE REQUIRED ON SUNDAYS OR NATIONAL LEGAL HOLIDAYS. THIS IS APPLICABLE TO ALL DELIVERY POINTS.

In accordance with 5 U.S.C. 6103, Executive order 11582 and Public Law 94-97 the following national holidays are observed and for the purpose of this contract are defined as “Legal Federal official holidays.” Refer to Federal Holidays for a list of Federal Holidays.

NOTE: If delivery falls on a holiday, the contractor must then delivery the next business day unless the POC at the VA Facility; makes other arrangements.

5. Delivery of Goods: The government reserves the rights to inspect delivered goods for compliance of specifications, including, but not limited to correct product(s) and quantities, proper packaging, damage goods, etc. The contractor shall demonstrate compliance with performance standards by showing that their process adherences to an appropriately designed, Validated Hazardous Analysis Critical Control Point (HACCCP) plan. Any item(s) determined unacceptable shall be refused with full credit/replacement, at the discretion of the Government.

a. Off-loading of products shall occur in the presence of VA authorized receiving personnel as indicated, or his/her designated representative.

b. Contractor shall be responsible for providing hand trucks, dollies for produce, required to affect delivery to appropriate location.

c. Delivery shall not be stacked higher than five (5) feet high.

d. Delivery personnel shall wait until the delivery is fully inspected by designee before leaving premises.

6. Delivery Vehicles: The Government further reserves the right to enter and inspect any vehicle used to deliver good to assure the safe and sanitary transport of items ordered. Such inspection shall be made on a random basis, upon delivery, at the discretion of the POC.

7. Inspection of Facilities: The Government may, prior to contract award or at any time during the term of the contract inspect the Contractor’s plant, personnel, equipment, and process to ensure compliance with State/Federal sanitation regulation requirements. All products furnished under the awarded contract shall be process at plants that have been inspected by Federal Government. Approved inspection reports of another VA Facility or other Federal Government agency will be accepted as satisfactory evidence that the facilities/plants meet these requirements, provided that the inspections were made not more than six (6) months prior to the proposed contract period. This inspection report may be requested for review prior to the exercise of each option year.

Recall Notices Notification to Contracting Officer and participating VA Medical Centers shall be given immediately upon receiving Recall Notices from the Food and Drug Administration Enforcement Report publications. Notifications shall be delivered to the Contracting Officer, Program Manager, or designated personnel via phone and email for any food recalls related to items delivered to the VA from the contractor.

Physical Security and Facility Considerations

1. The contractor employees and/or Subcontractors approved by the POC shall wear visible identification at all times while on the premises of the facilities with the VISN. Identification shall include but not be limited to a company identification care, which shall include the company name, employee name, title, and a photograph of the employee. Contractor employees shall maintain a professional appearance commensurate to their industry.

2. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

3. Contractor personnel are required to check into the facility Police & Security office at each visit to pick up a “contractor” badge prior to contacting the POC. The Contractor’s staff shall also be required to sign in and out each day at a designated location determined by the POC.

4. Smoking is prohibited inside any buildings at facilities with VISN 22.

5. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

6. The Contractor shall not allow his/her employees, including Subcontractors’ employees, to open desk drawers, cabinets, or to use office equipment, including the use of non-pay telephones for any purpose other than a local emergency call. The Contractor shall be responsible to provide all necessary equipment, tools, parts, and materials to perform the work. The Government shall not be obligated to provide any equipment, tools, parts, and materials to assist the Contractor in performing the work.

Authorization The contractor shall contact the Contracting Officer on all matters pertaining to administration.

Subcontractors: The Contracting Officer shall approve/disapprove all subcontractors used at any time during this contract. Contractor shall list the name and address of all subcontractors. The Contracting Officer shall be notified immediately if the Contractor should change any of the subcontractor(s) utilized for this contract and provide their name and address. Contracting Officer shall approve/disapprove subcontractors.

Invoice and Payment No advanced payments will be authorized. The contractor shall submit invoices on each order basis. The invoice must have at a minimum, the contract number, assigned purchase order, assigned obligation number, date order was placed, date order was shipped, and any additional necessary detailed information to identify service rendered. Payment on invoice may be delayed in invoice(s) are not completed properly.

B.3 PRICE/COST SCHEDULE

Please use the attached spreadsheet under this notice, B.3 Cost Schedule, to provide pricing for each year for base plus option four (B+4). The contractor is responsible for ensuring the accuracy of all calculations, including the estimated cost per year, and the total estimated contract value for B+4.

36C26225Q0572 Alternatively, the contractor may submit their own quotation format, provided it includes each item unit price, estimated cost per year, and the total estimated contract value for B+4.

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

36C26225Q0572

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

Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 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)

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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 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:

(End of Addendum to 52.212-4)

C.3 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2025)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[X] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved] [] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved] [X] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (20) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (JAN 2025) (15 U.S.C. 637(d)(4)).