36C26226Q0077_1.docx

36C26226Q0077

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

691-26-1-120-0003

10-31-2025 Oliveros, Victor 818-632-4370 11-14-2025 15:00

PST

36C262

NCO 22

Department of Veterans Affairs NCO 22 - Gilbert Network Contracting 335 East Germann Road Gilbert AZ 85297

X

311991 700 Employees

NET 30

N/A

VA West Los Angeles Healthcare System

11301 Wilshire Blvd.

Los Angeles CA 90073 36C262

NCO 22

Department of Veterans Affairs NCO 22 - Gilbert Network Contracting 335 East Germann Road Gilbert AZ 85297

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

See CONTINUATION Page This purchase order is issued to obtain prepared Sandwiches for the VA GLA Healthcare System.

Period of Performance: 1/1/2026 -12/31/2026

This solicitation is 100% set aside for SB vendors.

Submit offers via email to victor.oliveros@va.gov no later than November 14, 2025 15:00 PT.

See CONTINUATION Page 691-3660160-120-824300-2610 010024367

Victor Oliveros

VA-VHA-RPOW-2024-0112

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 victor.oliveros@va.gov

NCO 22

Department of Veterans Affairs NCO 22 - Gilbert Network Contracting 335 East Germann Road Gilbert AZ 85297

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

The contractor shall deliver fresh food sandwiches to the VA Greater Los Angeles Healthcare System, address is listed below. Orders shall be placed on an as needed basis, in accordance with delivery schedules listed in the Statement of Work (SOW), by the Contracting Officer Representative (COR). Orders shall be placed by telephone, in writing, in writing via fax, e-mail or given to Contractor personnel as mutually agreed upon between the facility COR and Contractor.

The awarded contract will be for a one year purchase order with a period-of-performance of: 1/1/2026 to 12/31/2026.

VA West Los Angeles Healthcare System Nutrition and Food Service; Main Kitchen Loading Dock, Bldg. 605 11301 Wilshire Blvd.

Los Angeles, CA 90073

DESCRIPTION OF SERVICES/SUPPLIES

1. ORDERS:

The contractor shall purchase and provide all food supplies (listed in the schedule) materials, and delivery to the VAGLAHS.

2. SPECIFICATIONS:

The Contractor shall provide the following, but not limited to:

a. All ready-to-eat food shall be packed in food grade containers/package, in a temperature-controlled atmosphere, refrigerated and placed in a sealed container. No preservatives shall be added.

ii. Premium Sandwich is a sandwich other than a triangle sandwich. It may be on special types of bread (such as rolls or ciabatta), a wrap, or a pita. Packed in sealed food grade containers/package

iii. For premium sandwiches, there must be available at least 4 varieties of beef and/or pork, and 2 varieties of chicken (without beef or pork), 2 varieties of turkey (without beef or pork), and 2 varieties of vegetarian (at least 1 must be vegan).

iv. Soft triangle sandwiches will not contain raw vegetables larger than ¼ inch in size, including lettuce, tomato, celery, or onion. Other triangle sandwiches may contain lettuce and tomato.

v. Triangle sandwiches there must at least 2 soft varieties available on white bread.

c. Unopened food items must be guaranteed to remain in a fresh condition for at least five (5) days after delivery. All ready-to-eat food items are to be date labeled with a five (5) day expiration date.

d. Sandwiches bread must not be wet or soggy for at least 5 days after delivery.

e. Produce in the sandwich must be in fresh, crisp condition for at least 5 days after delivery.

e. All products shall be prepared and packaged under modern sanitary conditions in accordance with commercial practices and shall be adequately packed to prevent damage during shipping and handling and storage.

f. Contents of a specific sandwich variety should remain constant throughout the contract period. It is not acceptable to change the type of meat, vegetables, or other sandwich fillings in a specific sandwich variety without approval from the purchasing party.

3. REGULATORY STANDARDS

a. The contractor is responsible for maintaining all health codes and standards of sanitation and safety in the storage, handling, preparation, transportation, and delivery of food as enacted by the United States Food and Drug Administration and state or local regulations.

b. The contractor at his/her own expense shall maintain all federal, state, and local licenses and permits required for the operation of food services and products provided herein.

c. The contractor shall provide its staff with on-going training in food handling and preparation, sanitation and safety procedures and food serving procedures.

d. The Contractor shall remove all food servers/handlers found or suspected to be suffering from a a communicable disease, disorder, or respiratory problem from the performance under this contract.

CONTINUE 3. REGULATORY STANDARDS

e. The Contractor shall ensure that all contract staff assigned to this contract are tested annually for Tuberculosis. Results of all tests shall be provided to the Contracting Officer upon contract award and each option year before contract award. Any and all replacement staff shall be tested for Tuberculosis and results shall be sent to the contracting officer within ten days of employment.

4. FOOD PREPARATION CENTER (FPC) AND EQUIPMENT:

a. The Contractor food preparation center (FPC) shall conform to the guidelines established by applicable state local requirements. The sanitary inspection rates of the kitchen facility must be 90 percent or above.

b. The FPC shall have waterproof painted walls, flooring shall be smooth and of durable construction of non-absorbent material, shall have clean equipment; and a separate preparation are for clinical diets. In addition, the FPC shall be free from pests and vermin with adequate space for storage and stock rotation of refrigerated and dry goods.

c. The FPC shall also contain hot and cold running water, separate handwashing sinks, security protocols and other nationally recognized manuals on diets and Emergency Food Services Plans.

d. Food Service equipment purchased shall meet the American National Standards Institute (ANSI) standards for sanitation and safety and be certified or listed by a nationally recognized testing agency.

5. FOOD STORAGE REQUIREMENTS:

a. The Contractor shall store perishable food items at proper temperatures to prevent spoilage and other bacterial action. Perishables must be stored at or below 40 degrees Fahrenheit and frozen foods must be maintained at or below 0 degrees Fahrenheit. Shelf stable foods must be stored between 50 degrees Fahrenheit and 70 degrees Fahrenheit.

b. Food not subject to further washing or cooking before serving shall be stored in a way that protects against bacterial cross-contamination from foods requiring washing or cooking.

c. Condiments shall be protected from contamination by being stored in containers that are designed to provide adequate protection.

6. ORDERS:

The Contracting Officer Representative (COR) shall place orders on an as needed basis from the schedule of supplies. Orders shall be placed by telephone, in writing, faxed, or give to Contractor personnel as mutually agreed between the COR and the Contractor. The contractor shall not substitute a item and will not increase or decrease quantities ordered without prior approval from the COR.

b. Deliveries shall be made of specified items in specified quantities indicated in the daily schedule provided by the COR monthly. Contractor shall receive a minimum of one working day advance notice of changes needed for specified items.

c. Deliveries shall be made Wednesday, Friday, Sunday, Monday, except holiday, between the hours of 5:30 a.m. and 6:30 a.m. PST, no exceptions.

d. Deliveries shall be made in a temperature controlled refrigerated vehicle capable of maintaining temperatures between 35 degrees – 45 degrees Fahrenheit.

e. Off-loading of product shall occur in the presence of VA authorized receiving personnel only.

8. PRODUCT AVAILABILITY:

a. In the event that the products under this contract become unavailable or available on a limited basis, either temporarily or permanently, the contractor shall send a substitute using the below sandwich chart type for substitutions when a sandwich type is not available when ordered. Temporary means no more than four (4) consecutive deliveries and no more than twelve (12) total deliveries per contract period for each sandwich type. The Contractor shall notify the Government prior to the fourth (4) consecutive delivery when a sandwich type will remain unavailable.

b. The Government reserves the right to procure services from an alternate source, until routine services are restored by the Contractor. When the Government exercises its right to procure these services from an alternate source, the Contractor shall reimburse the government for all charges in excess of the amount that would have normal been incurred by the contract.

c. Furthermore, failure to perform any of the services set forth in this contract shall be considered grounds for invoking provisions of default under Clause 52.212-4(m) “Termination for Cause”.

d. CONTRACTOR 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 processes to determine compliance with State/Federal sanitation regulatory requirements.

10. RADIUS REQUIREMENT

The Contractors distribution facilities must be located within a 50-mile radius of the VA Greater Los Angeles Healthcare System.

11. EMERGENCY/CONTINGENCY PLAN:

The Contractor shall submit an emergency plan for the provision of food services to the Contracting Officer with 15 working days of contract award. This emergency plan shall include details on how the Contractor will continue to perform this contract under emergency circumstances such as inclement weather, lack of water, lack of electricity, lack of qualified personnel, insufficient quantity of food items, transportation problems, etc. or the closing of its facility by the Department of Health.

12. CONTRACTOR DELIVERY PERSONNEL:

a. All Contractor delivery personnel shall be required to wear a company uniform, which clearly displays the name of the company and the individual, and shall be of a neat, clean appearance.

b. The Government reserves the right to accept or reject Contractor’s staff for the rendering of services. Complaints concerning Contract Personnel’s performance or conduct shall be dealt with the Contactor and COR with the final decision being made by the Contracting officer.

c. PERSONNEL POLICY: The Contractor shall be responsible for protecting their personnel by providing employee services under this contract. To carry out this responsibility, the Contractor shall provide the following for their personnel:

i. The contractor agrees to procure and maintain Workers Compensation and Employee’s Public Liability Insurance in accordance with the laws of the governing state.

ii. Public Liability Insurance: The contractor shall comply with all applicable Federal and State laws regarding liability for the injury or death of an employee in performing the work; under this contract and shall hold the Government harmless against any or all loss, cost, damage, claim expense or liability for accident or injury to persons or property occurring in the performance of this contract. Before commencing work under this contract, the Contractor shall furnish an insurance certificate indicating coverage has been obtained. The Contracting Officer may waive the requirement if he determines that insurance certifications now on file are acceptable, however, new certifications shall be furnished prior to the expiration date.

d. The Contractor shall follow all existing local, state, federal and/or union laws/regulations relevant to fringe benefits and premium pay for their employees. Such personnel shall not be considered VA employees for any purpose. The Contracting officer or his designee shall notify the Contractor of any noncompliance with the foregoing provisions and the action to be taken. After receipt of such notice, the Contractor shall immediately correct the conditions to which attention has been directed. Such notice, when served n the Contractor or his representative at the site of work, shall be deemed sufficient of the purposes aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue a Stop-Work Order for all or any part of the work and hold the Contractor in default as provided elsewhere in this contract.

13. CHANGES:

Only those services specified herein are authorized. Before performing any service of a noncontract nature, the Contractor shall advise the Contracting Officer of the reasons for the additional work. Changes to the resulting contract are not authorized, unless in writing by the Contracting Officer and are in accordance with FAR Clause 52.212-4(c) – Changes.

14. BADGES AND PARKING:

Contractor personnel are required to wear identification (I.D.) badges issued by the VA Security Office during the entire time they are on the VA Healthcare System grounds. It is the responsibility of the Contractor’s personnel to park in the appropriate designated parking areas. Parking information is available for the VA Healthcare System Security Office. The VA Healthcare System shall not validate or reimburse for parking violations under any circumstance.

15. OVERTIME AND HOLIDAYS:

Any overtime and/or holiday pay that may be entitled to the Contractor’s employees shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

Martin Luther King’s Birthday – Third Monday in January President’s Day – Third Monday in February Memorial Day – Las Monday in May Independence Day – July 4 Labor Day – First Monday in September Columbus Day – Second Monday in October Veterans Day – November 11 Thanksgiving Day – Fourth Thursday in November Christmas Day – December 25 When one of the holidays falls on Sunday, the following Monday shall be observed as a national holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a national holiday by U.S. Government Agencies. Also included would be any day specifically declared by the President of the United States of America as a National holiday.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

BB Big Tex Ham & Cheddar on French Sub. eCMS ITEM LINE ID 34965201.

Contract Period: Base POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing PRODUCT/SERVICE CODE: 8970 - Composite Food Packages

LOCAL STOCK NUMBER: 40189

GRBF Ham & Muenster Pretzel Sub. eCMS ITEM LINE ID 34965200.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 11058

GRBF Superpower Wedge. eCMS ITEM LINE ID 34965205.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 11155

BB Roast Beef & Pepperoncini on French Sub. eCMS ITEM LINE ID 34965215.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 40193

BB Turkey & Ham on French Sub. eCMS ITEM LINE ID 34965202.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 40197

BB Chicken Salad on Wheat Triangle. eCMS ITEM LINE ID 34965207.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 40177

BB Egg Salad on Wheat Triangle. eCMS ITEM LINE ID 34965211.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 40175

BB Peanut Butter & Strawberry Jelly on Wheat Triangle. eCMS ITEM LINE ID 34965213.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 40135

GRBF PHA Roast Beef, Lettuce, & Tomato on Whole Wheat Triangle. eCMS ITEM LINE ID 34965206.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 10521

BB Tuna Salad on Wheat Triangle. eCMS ITEM LINE ID 34965209.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 40185

GRBF Classic Turkey Wedge. eCMS ITEM LINE ID 34965210.

POP Begin: 01-01-2026 POP End: 12-31-2026 PRINCIPAL NAICS CODE: 311991 - Perishable Prepared Food Manufacturing

LOCAL STOCK NUMBER: 11035

B.3 DELIVERY SCHEDULE

West Los Angeles VA Medical Center 11301 Wilshire Blvd Los Angeles, CA 90073

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 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:

C.2 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.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 one (1) year.

(End of Clause)

C.4 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 the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.6 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

Shipment of deliverable items, other than reports, shall be to:

VA West Los Angeles Healthcare System

11301 Wilshire Blvd.

Los Angeles CA 90073 (End of Clause)

C.7 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.8 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)

(End of Addendum to 52.212-4)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code(s) and small business size standard(s) for this acquisition appear elsewhere in the solicitation. However, the small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition—

(1) Is set aside for small business and has a value above the simplified acquisition threshold;

(2) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(3) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show—

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at Federal Acquisition Regulation (FAR) 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items (provided that the alternative line items are consistent with FAR subpart 4.10), or alternative commercial products or commercial services for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation.