36C26326Q0631.pdf

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

36C26326Q0631

Becky De Los Santos 320-255-6480 07-30-2026

10:00 AM CDT

36C263

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

1303 5TH STREET, SUITE 300

CORALVILLE IA 52241

X 100

X

311812

1000 Employees

N/A

X

36C656

DEPARTMENT OF VETERANS AFFAIRS

4801 VETERANS DR.

ST CLOUD MN 56303

1303 5TH STREET, SUITE 300

CORALVILLE IA 52241

FMS-VA-2(101)

FINANCIAL SERVICES CENTER

PO BOX 149971

AUSTIN TX 78714-9971

See CONTINUATION Page

RFQ for Bread and Bakery Products for the St. Cloud VA

Healthcare System.

See Statement of Work inserted in RFQ

This is a Total Small Business Set-aside.

The time of submission of offer, the offeror shall have an active registration in the System for Award Management (SAM) at www.sam.gov.

Ordering Period 1: 10/01/2026-09/31/2027

Ordering Period 2: 10/01/2027-09/31/2028

Ordering Period 3: 10/01/2028-09/31/2029

Ordering Period 4: 10/01/2029-09/31/2030

Ordering Period 5: 10/01/2030-09/31/2031

See CONTINUATION Page

NO FUNDING WILL BE ATTACHED TO THIS IDIQ

x 01

Becky De Los Santos

VA-VHA-RPOC-2025-0039

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK…………………………………………………………………..5

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

C.2 52.246-2 INSPECTION OF SUPPLIES—FIXED-PRICE (AUG 1996)

C.3 52.246-26 REPORTING NONCONFORMING ITEMS (AUG 2024)

C.4 52.216-18 ORDERING (AUG 2020)

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

C.6 52.216-22 INDEFINITE QUANTITY (NOV 2025) (DEVIATION)

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

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

C.9 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE

ITEM (MAR 1989)

C.10 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (NOV

2025) (DEVIATION)

C.11 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

(DEVIATION APR 2026)

C.12 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.14 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

E.2 52.216-1 TYPE OF CONTRACT (NOV 2025) (DEVIATION)

E.3 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (OCT 2025) (DEVIATION)

ADDENDUM to 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

E.3 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(OCT 2018)

E.6 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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 36C263

NETWORK CONTRACTING OFFICE 23

1303 5th Ave Street, Suite 300

Coralville, IA 52241

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

[] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [x] Paid by Government Credit Card 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:

AMENDMENT NO DATE

(End of Clause)

B.2 STATEMENT OF WORK

Provide Bread and Bakery Products listed in the Schedule for the period of October 1, 2026, through

September 30, 2031, with five ordering periods for the following Department of Veterans Affairs, Medical Center:

• VA St. Cloud Health Care System

4801 Veterans Dr.

St. Cloud, MN 56303

1. PRODUCT SPECIFICATIONS:

a. All products offered within a Bid Group will be available to be ordered for delivery at any location within that Bid Group.

b. Contractor will order quantities of bread and bakery products based on facilities menu needs, with oversight and concurrence from facility. Facility will phone or electronically send in delivery orders for bread products to the Contractor.

i. St. Cloud facility will require deliveries two (2) days per week. Order will NOT be required to be placed more than one week prior to delivery.

c. Bread shall not be more than 24 hours old upon arrival at receiving point. Bread shall be packaged in accordance with the commercial practice. Bread shall not have been frozen prior to arrival. The package shall afford adequate protection against deterioration and physical damage during shipment from the supply source to the medical center.

d. If an item has been ordered and is not available at the time of delivery, it will be the vendor’s responsibility to obtain the necessary product that day.

e. All delivery tickets and invoices referencing the purchase order number must show the total items delivered for each line item.

f. The Government does not guarantee the estimated yearly quantity.

g. Please indicate the time orders are to be placed by location:

St. Cloud, MN 2 working days prior to delivery

2. AUTHORIZATION FOR CHANGES. The contractor shall contact the Contracting Officer on all matters pertaining to administration. Only the Contracting Officer is authorized to make commitments to issue changes which will affect the price, quantity and quality or delivery of this contract.

3. PACKAGING, PACKING AND LABELING. All packaging and packing shall be in accordance with good commercial practice. Labeling shall be in accordance with commercial labeling complying with the Federal Food, Drug, and Cosmetic Act and regulations promulgated there under.

a. All items must be identified with readable dates (open code dates), or coded dates.

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

b. Offeror is to provide pricing for both each and squat containers, if available. Individual delivery locations will decide which container type to order.

c. All products listed within this contract are to be available to any VA listed in the contract at the same price quoted in the contract.

d. The Government anticipates making a single contract award in the aggregate.

e. Evaluation of offers will be based on capability to meet the Government requirements, past performance, and price. Preference may be given to offers that provide prices for product in containers as specified. However, vendors may offer alternate container (packaging) options and pricing. Award will be made to the offeror that is determined to be the best value for the

Government. Alternative methods, (i.e. hormone free bread) are encouraged. If presenting alternative methods, please specify that in your bid.

4. PRODUCT QUALITY AND FRESHNESS.

a. All bread products shall be delivered to the requested destinations as listed in the schedule.

All bread products furnished under this contract shall be fresh and of the highest quality.

b. Appearance and color: Each individual fresh bread roll shall have a uniformly brown crust characteristic of the product. Each individual fresh bread roll shall have a typical volume, characteristic grain, and be evenly baked without evidence of scorching or burning. The fresh bread rolls shall be sliced when specified. There shall be no foreign color to the product. The delivered fresh bread rolls shall not be crushed or damaged.

c. Odor and flavor: The fresh or frozen bread rolls shall have a flavor and aroma characteristic of the particular type of bread rolls. The fresh or frozen bread rolls shall be free from foreign odors or flavors such as, but not limited to, burnt, scorched, stale, rancid, or moldy.

d. Texture: The texture of the fresh or frozen bread rolls shall have a characteristic texture for the type of bread roll. The fresh or frozen bread rolls shall be firm, tender, uniformly brown crust characteristic of the product, except Class of roll A, French bread rolls, which shall have a firm, crisp crust.

e. Solids content: Each type of fresh or frozen bread roll shall have total solids content that is in accordance with the Standards of Identity for baked products.

f. Enrichment: Enriched fresh or frozen bread rolls shall have the enrichment ingredients evenly distributed in the final product.

g. Foreign material: All ingredients shall ben clean, sound, wholesome, and free from evidence of rodent or insect infestation.

h. Age requirement: Unless otherwise specified in the solicitation, contract, or purchase order, the fresh bread rolls shall be delivered within 72 hours after baking. When frozen bread rolls are specified, the fresh product shall be in a freezer within 12 hours after baking and frozen to a maximum temperature of 0F (-17.8C), ±5F (-15C to -20.6C) and shall be at a temperature not higher than 10F (-12.2C) within 12 hours after being placed in the freezer. Unless otherwise specified in the solicitation, contract, or purchase order, the frozen bread rolls shall be manufactured not more than 120 days prior to delivery and shall not have exceeded 15F (-

9.4C) at any time during storage and delivery.

a. All products furnished under this contract shall be processed and packed 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.

b. Unless otherwise specified in the item specification or solicitation, marking shall be in accordance with best commercial practice.

c. Any commercial or additional labeling as specified which complies with the U.S. Food, Drug and

Cosmetic Act and regulations promulgated there under, is acceptable.

d. Products manufactured to metric dimensions will be considered on an equal basis with those manufactured using inch-pound units, providing they fall within the tolerances specified using conversion dimensions and those dimensions exceed the tolerances specified in the inch-pound units, a request should be made to the Contracting Officer to determine if the product is acceptable. The Subject Matter Expert (SME), in accordance with the Contracting Officer, will accept or reject the product.

5. DELIVERIES OR PERFORMANCE.

a. The Contracting Officer shall authorize VA St. Cloud, MN personnel to place delivery orders for products listed in the schedule of pricing.

b. Orders shall be placed no less than 1 workday prior to the required delivery date, upon delivery at the receiving location, items ordered shall be less than 24 hours old.

c. Deliveries shall be made between 7:00am and 10:00am, local time, on Monday through Friday, as requested by the SME or his/her designee, excluding Saturdays, Sundays, and federal holidays.

d. Deliveries shall be made within the premises at the following locations:

1. VA St. Cloud Health Care System – St. Cloud

Dept. 120 – Food Production & Service

4801 Veterans Drive

Building 118 Dock

6. INSPECTION OF PLANTS: All product furnished under the awarded contract shall be processed at plants that have been inspected by the 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, if the inspection was made not more than six (6) months prior to the proposed contract period. The Contracting Officer or his/her designee reserves the right to make pre-award, on-site survey and inspection of the plant, personnel, equipment and processes of the offeror prior to making award and conditions found will be considered in awarding the contract.

Inspection(s) may also be made at any time during the life of the contract and, if it is found that the contractor is not complying with specifications, deliveries will be rejected and the products covered by this contract will be procured in the open market. Any excess cost occasioned by this action will be charged against the contractor’s account.

7. DESCRIPTION OF SUPPLIES/SCHEDULE OF PRICE/COSTS: Contractor shall provide the estimated bread requirements as described in the schedule to the VA St. Cloud Health Care System, in accordance with specifications contained herein, for a one year base. The Government anticipates award of a Firm Fixed-Price Estimated Requirements contract for the period October 1, 2026 through

September 30, 2027. The Government does not guarantee the estimated yearly quantity. 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. The awarded contract shall constitute the entire agreement including all terms and conditions applicable to the contract.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVI

CES

QUANTI

TY

UNI

T UNIT PRICE AMOUNT

5,000.00 EA _______________

Bread,Wheat,Sandwich, Sliced, 1g fiber, <15g CHO/Svg, 20- 24 oz, 27 slices

**ORDERING PERIOD 1: 10/01/2026-05/31/2027

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries PRODUCT/SERVICE CODE: 8920 - Bakery and Cereal

Products

3,000.00 EA _______________

Bread, White, Sandwich, Sliced, Enriched, <15g CHO/svg 20-24 oz.; 27 slices

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

500.00 EA _______________

Bread, Gourmet, Cinnamon Burst, Thick Sliced, 20 oz.; 10 slices/loaf

POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bun, Hamburger, 7-Grain, 12/pkg

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

400.00 EA _______________

Bun, Hamburger, White, Sliced 12/pkg

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

800.00 EA _______________

Bun, Hot Dog, Plain, 6", Sliced, 12/pkg

Contract Period: Base

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

1,000.00 EA _______________

Unsliced cluster wheat dinner roll, unsliced, <15 g CHO/Svg, 12/pkg

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread,Wheat,Sandwich, Sliced, 1g fiber, <15g CHO/Svg, 20- 24 oz, 27 slices

**ORDERING PERIOD 2: 10/01/2027-05/31/2028

POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread, White, Sandwich, Sliced, Enriched, <15g CHO/svg 20-24 oz.; 27 slices

POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bun, Hot Dog, Plain, 6", Sliced, 12/pkg

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread,Wheat,Sandwich, Sliced, 1g fiber, <15g CHO/Svg, 20- 24 oz, 27 slices

**ORDERING PERIOD 3: 10/01/2028-05/31/2029

POP Begin: 10-01-2028

POP End: 09-30-2029 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread, White, Sandwich, Sliced, Enriched, <15g CHO/svg 20-24 oz.; 27 slices

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread,Wheat,Sandwich, Sliced, 1g fiber, <15g CHO/Svg, 20- 24 oz, 27 slices

ORDERING PERIOD 4: 10/01/2029-05/31/2030

POP Begin: 10-01-2029 POP End: 09-30-2030 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread, White, Sandwich, Sliced, Enriched, <15g CHO/svg 20-24 oz.; 27 slices

POP Begin: 10-01-2029 POP End: 09-30-2030 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

POP Begin: 10-01-2029 POP End: 09-30-2030 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread,Wheat,Sandwich, Sliced, 1g fiber, <15g CHO/Svg, 20- 24 oz, 27 slices

**ORDERING PERIOD 5: 10/01/2030-05/31/2031

Contract Period: Option 4 POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread, White, Sandwich, Sliced, Enriched, <15g CHO/svg 20-24 oz.; 27 slices

POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bread, Gourmet, Cinnamon Burst, Thick Sliced, 20 oz.; 10 slices/loaf

POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bun, Hamburger, 7-Grain, 12/pkg

POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bun, Hamburger, White, Sliced 12/pkg

POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Bun, Hot Dog, Plain, 6", Sliced, 12/pkg

POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

Unsliced cluster wheat dinner roll, unsliced, <15 g CHO/Svg, 12/pkg

POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 311812 - Commercial Bakeries

GRAND TOTAL _______________

B.4 DELIVERY SCHEDULE

VA St. Cloud Health

Care System – St. Cloud

Dept. 120 – Food

Production & Service

4801 Veterans Drive

Building 118 Dock

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31

U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

Officer.

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C.

chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government

Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the

Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) 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 52.246-2 INSPECTION OF SUPPLIES—FIXED-PRICE (AUG 1996)

(a) Definition. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the

Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the

Government during contract performance and for as long afterwards as the contract requires.

The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the Contractor's or subcontractor's premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e) (1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected. However, the

Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either (1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the

Contractor or (2) terminate the contract for default. Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i) (1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time (i) when Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract and (ii) when the supplies will be ready for Government inspection.

(2) The Government's request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor's plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract. Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the

Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance.

Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the

Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor (1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor's plant at the Contracting Officer's election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the

Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or (2) within a reasonable time after receipt by the Contractor of notice of defects of nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor's plant and return to the original point when that point is not the Contractor's plant. If the Contractor fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of

10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

(End of Clause)

C.3 52.246-26 REPORTING NONCONFORMING ITEMS (AUG 2024)

(a) Definitions. As used in this clause—

Common item means an item that has multiple applications versus a single or peculiar application.

Counterfeit item means an unlawful or unauthorized reproduction, substitution, or alteration that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified item from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used items represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.

Critical item means an item, the failure of which is likely to result in hazardous or unsafe conditions for individuals using, maintaining, or depending upon the item; or is likely to prevent performance of a vital agency mission.

Critical nonconformance means a nonconformance that is likely to result in hazardous or unsafe conditions for individuals using, maintaining, or depending upon the supplies or services;

or is likely to prevent performance of a vital agency mission.

Design activity means an organization, Government or contractor, that has responsibility for the design and configuration of an item, including the preparation or maintenance of design documents. Design activity could be the original organization, or an organization to which design responsibility has been transferred.

Major nonconformance means a nonconformance, other than critical, that is likely to result in failure of the supplies or services, or to materially reduce the usability of the supplies or services for their intended purpose.

Suspect counterfeit item means an item for which credible evidence (including but not limited to, visual inspection or testing) provides reasonable doubt that the item is authentic.

(b) The Contractor shall—

(1) Screen Government-Industry Data Exchange Program (GIDEP) reports, available at www.gidep.org, as a part of the Contractor’s inspection system or program for the control of quality, to avoid the use and delivery of counterfeit or suspect counterfeit items or delivery of items that contain a major or critical nonconformance. This requirement does not apply if the

Contractor is a foreign corporation or partnership that does not have an office, place of business, or fiscal paying agent in the United States;

(2) Provide written notification to the Contracting Officer within 60 days of becoming aware or having reason to suspect, such as through inspection, testing, record review, or notification from another source (e.g., seller, customer, third party) that any end item, component, subassembly, part, or material contained in supplies purchased by the Contractor for delivery to, or for, the

Government is counterfeit or suspect counterfeit;

(3) Retain counterfeit or suspect counterfeit items in its possession at the time of discovery until disposition instructions have been provided by the Contracting Officer; and

(4) Except as provided in paragraph (c) of this clause, submit a report to GIDEP at www.gidep.org within 60 days of becoming aware or having reason to suspect, such as through inspection, testing, record review, or notification from another source (e.g., seller, customer, third party) that an item purchased by the Contractor for delivery to, or for, the Government is—

(i) A counterfeit or suspect counterfeit item; or

(ii) A common item that has a major or critical nonconformance.

(c) The Contractor shall not submit a report as required by paragraph (b)(4) of this clause, if—

(1) The Contractor is a foreign corporation or partnership that does not have an office, place of business, or fiscal paying agent in the United States;

(2) The Contractor is aware that the counterfeit, suspect counterfeit, or nonconforming item is the subject of an ongoing criminal investigation, unless the report is approved by the cognizant law enforcement agency; or

(3) For nonconforming items other than counterfeit or suspect counterfeit items, it can be confirmed that the organization where the defect was generated (e.g., original component www.gidep.org file://///DSI-KB2/KBA_Work/KBs/Dev7/GENTRAC/Segments/www.gidep.org manufacturer, original equipment manufacturer, aftermarket manufacturer, or distributor that alters item properties or configuration) has not released the item to more than one customer.

(d) Reports submitted in accordance with paragraph (b)(4) of this clause shall not include—

(1) Trade secrets or confidential commercial or financial information protected under the

Trade Secrets Act (18 U.S.C. 1905); or

(2) Any other information prohibited from disclosure by statute or regulation.

(e) Additional guidance on the use of GIDEP is provided at https://www.gidep.org/login?returnUrl=%2Fdashboard.

(f) If this is a contract with the Department of Defense, as provided in paragraph (c)(5) of section 818 of the National Defense Authorization Act for Fiscal Year 2012 (Pub. L. 112–81), the Contractor or subcontractor that provides a written report or notification under this clause that the end item, component, part, or material contained electronic parts (i.e., an integrated circuit, a discrete electronic component (including, but not limited to, a transistor, capacitor, resistor, or diode), or a circuit assembly) that are counterfeit electronic parts or suspect counterfeit electronic parts shall not be subject to civil liability on the basis of such reporting, provided that the Contractor or any subcontractor made a reasonable effort to determine that the report was factual.

(g) Subcontracts.

(1) Except as provided in paragraph (g)(2) of this clause, the Contractor shall insert this clause, including this paragraph (g), in subcontracts that are for—

(i) Items subject to higher-level quality standards in accordance with the clause at Federal

Acquisition Regulation (FAR) 52.246–11, Higher-Level Contract Quality Requirement;

(ii) Items that the Contractor determines to be critical items for which use of the clause is appropriate;

(iii) Electronic parts or end items, components, parts, or materials containing electronic parts, whether or not covered in paragraph (g)(1)(i) or (ii) of this clause, if the subcontract exceeds the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, and this contract is by, or for, the Department of Defense (as required by paragraph

(c)(4) of section 818 of the National Defense Authorization Act for Fiscal Year 2012 (Pub. L.

112–81)); or

(iv) For the acquisition of services, if the subcontractor will furnish, as part of the service, any items that meet the criteria specified in paragraphs (g)(1)(i) through (g)(1)(iii) of this clause.

(2) The Contractor shall not insert the clause in subcontracts for—

(i) Commercial products and commercial services; or

(ii) Medical devices that are subject to the Food and Drug Administration reporting requirements at 21 CFR 803.

https://www.gidep.org/login?returnUrl=%2Fdashboard

(3) The Contractor shall not alter the…