S02 - 36C26226Q0561.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

664-26-3-120-0114

36C26226Q0561 04-24-2026

Choo, Sam 562-766-2337 05-07-2026

10:00 AM PDT

36C262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

X 100

X

Y

311991

700 Employees

NET 30

N/A

X

36C664

Department of Veterans Affairs

San Diego VA Healthcare System

3350 La Jolla Village Dr

San Diego CA 92161

36C262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

Department of Veterans Affairs

Financial Services Center

Submit invoices electronically to https://www.tungsten-network.com

Tungsten support: 1-877-489-6135

RFQ 36C26226Q0561 is published to award Fresh Produces

Delivery IDIQ for base plus four option years in accordance with B.2 and B.3.

This solicitation is set aside for Small Business Concerns, actively listed and available at SAM.gov (Open Market).

Award will be made IAW ADDENDUM to FAR 52.212-1 INSTRUCTIONS

TO OFFERORS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES, a

FAR 52.212-2 EVALUATION-COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES.

No Non-Manufacturer rule waiver is in place.

ALL quotes must be received by Thursday, May 7, 2025 10:00

AM PST.

FAC NUMBER 2025-06, EFFECTIVE DATE 10/01/2025

The contractor shall show clear, and compelling evidence that meet all requirements of this solicitation.

Dela Cruz, Anthony

VA-VHA-RPOW-2024-0101

36C26226Q0561

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

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 (NOV 2023)

C.2 52.216-18 ORDERING (AUG 2020)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.4 52.216-22 INDEFINITE QUANTITY (NOV 2025) (DEVIATION)

C.5 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 57

C.8 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.9 VAAR 852.216-71 ECONOMIC PRICE ADJUSTMENT OF CONTRACT PRICE(S)

BASED ON A PRICE INDEX (MAR 2018)

C.10 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

C.11 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

C.12 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

C.13 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.14 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS (NOV

2023)

C.15 52.204-13 SYSTEM FOR AWARD MANAGEMENT—MAINTENANCE

(DEVIATION) (NOV 2025)

C.16 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR

1984)

C.17 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.18 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

C.19 VAAR 852.222-71 COMPLIANCE WITH EXECUTIVE ORDER 13899

(DEVIATION)(APR 2025)

C.20 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

C.21 VAAR 852.246-72 FROZEN PROCESSED FOODS (OCT 2018)

C.22 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION FEB 2025)

C.23 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2025)

(DEVIATION)

C.24 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2025)

(DEVIATION)

C.25 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2025) (DEVIATION)

C.26 52.219-33 NONMANUFACTURER RULE (NOV 2025) (DEVIATION)

C.27 52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR

INDEFINITE-DELIVERY CONTRACTS (DEVIATION) (NOV 2025)

C.28 52.225-1 BUY AMERICAN—SUPPLIES (NOV 2025) (DEVIATION)

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)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

E.3 52.201-1 ACQUISITION 360: VOLUNTARY SURVEY (SEP 2023)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.6 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(OCT 2018)

E.7 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.9 52.204-7 SYSTEM FOR AWARD MANAGEMENT—REGISTRATION

(DEVIATION) (NOV 2025)

E.10 52.214-21 DESCRIPTIVE LITERATURE (APR 2002)

E.11 52.229-11 TAX ON CERTAIN FOREIGN PROCUREMENTS—NOTICE AND

REPRESENTATION (JUN 2020)

E.12 VAAR 852.239-75 INFORMATION AND COMMUNICATION TECHNOLOGY

ACCESSIBILITY NOTICE (FEB 2023)

E.13 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.14 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION

FEB 2025)

E.15 52.225-2 BUY AMERICAN CERTIFICATE (OCT 2022)

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: Company Name:

POC Name:

Phone:

Email:

b. GOVERNMENT: Contracting Officer 36C262 Sam.Choo@va.gov

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

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

[X] 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] Invoice for Supplies/Services – Upon Delivery and

Approved receiving report of supplies/service

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 to:

https://portal.tungsten-network.com/

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

AMENDMENT NO DATE

B.2 STATEMENT OF WORK

The contractor will provide fresh produce products listed on the schedule to the VA San

Diego Healthcare System. Orders shall be placed by email, telephone, in writing via fax, or via contractor web site as mutually agreed upon between the facility COR and contractor one business day prior to the anticipated delivery date.

The awarded contract shall be effective May 1, 2026 and will include the base year

(05/01/2026-04/30/2027) plus four option years (ending 04/31/2031) with Economic

Price Adjustment (EPA) – see attachment A.

Items:

Item # Description/Part Number* Qty Unit 1 BANANAS, BANA PETITE CASE 40# 100 case 2 PARSLEY, BUNCH EACH 7 each 3 PEPPERS, GREEN BELL DICED 5 LBS 65 5 lbs 4 COLESLAW, 5 LBS BAG 5# 185 Bag 5# 5 CUCUMBERS, SLICED PEELED 5 LBS 255 5 lbs 6 LETTUCE, TRIMMED TOPS 5 LBS 5 LBS 110 5 lbs 7 ONIONS, DICED 5 LBS 5 LBS 79 5 lbs 8 SALADS, 4-WAY BAG 5 LBS 650 5 lbs 9 LETTUCE, ICEBERG SHREDDED 5LBS BAG 5# 115 Bag 5#

10 GRAPES, LUNCH BUNCH RED 18 LBS 37 18 lb 11 APPLES, RED 125 FCY 40 LBS 1 40 lb 12 BERRIES, STRAWBERRY 12/12 OZ 9 LBS 30 9 lb 13 CELERY, DICED 5 LBS 5 LBS 37 5 lbs 14 MELONS, CANTALOUPES CUBES 5 LBS 355 5 lbs 15 GRAPES, GREEN 18 LBS 51 18 lb 16 MELONS, HONEYDEW CUBED 5 LBS 399 5 lbs 17 MINT, LBS POUND 32 Pound 18 POTATOES, FINGERLINGS 5LB 106 5 lbs 19 TANGERINES, CLEMENTINES 5 LBS 5 LBS 245 5 lbs

20 TOMATOES, CHERRY RED 12 PINTS 260

Pints 21 TOMATOES, DICED 5 LBS 5 LBS 45 5 lbs 22 SPRING MIX 3 LBS 644 3 lbs 23 PEPPERS, RED BELL DICED 5 LBS 140 5 lbs 24 TOMATOES, SLICED 5 LBS 5 LBS 211 5 lbs 25 WATERELON, CHUNKS 5 LBS 5 LBS 4 5 lbs 26 SQUASH, BUTTERNUT DICED5 LBS 4 5 lbs 27 ONIONS, RED, SLAB-CUT SLICED 1/4", 5 LBS 92 5 lbs 28 APPLES, GALA 125 WAXF 40 LBS 2 40 lbs 29 ORANGES, PEELED 4oz CUP ea 1 ea 30 CABBAGE,GREEN DICED 2"x2 4/5# 20 LBS 1 20 lbs 31 CABBAGE,RED DICED 2"X2 4/5# 20 LBS 2 20 lbs 32 CARROTS, CARROTEENIES 100/2 OZ 100 EA 11 100 ea

CUCUMBERS, LRG 50/55, 40 LBS (whole, not sliced) 20 40 lbs

34 FRUIT, SALAD MIX CAN/HON/RED G 4oz 88 4 oz

LETTUCE, GREEN LEAF SELECTS 10LBS

(washed and cut whole leaves ready to serve) 20 10 lbs

LETTUCE, GREEN LEAF, 2 DOZ (24 heads, not washed or cut) 20 2 doz

37 LETTUCE, ROMAINE 3WAY 4/5LBS 2 4/5#

38 ORANGES, NAVEL 113 FCY 40 LBS 1 40 lbs 39 POTATOES, RUSSET 120 CASE 10 case 40 ORANGES, VALENCIA 113 FCY 40 LBS 1 40 lbs 41 SPINACH, 4/2.5 BAGS 1 case 42 LEMONS,SLICED 5# TUB 1 5 lbs 43 PEARS, BARTLETT 135 FCY 1 40 lbs 44 ASPARAGUS, TIPS 15 LBS 1 15 lbs 45 BASIL, 1 LB 1 1 lb 46 BEANS, GREEN CLIPPED BAG 5 LBS 1 5 lbs 47 BRUSSELS 1/2 CUT TRIMMED 5# 1 5 lbs 48 PICO DE GALLO 5 LBS 1 5 lbs 49 CILANTRO, BUNCH EA 1 each 50 CARROTS, SHREDDED 1 LBS 1 Bag 1#

I. Evaluation of offers will be based on capability to meet the Government requirements, past performance, and price.

a. 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.

b. Award will be made to the offeror that is determined to be the best value for the Government.

c. Alternative methods, (i.e. organic) are encouraged. If presenting alternative methods, please specify that in your bid.

II. Compliance with Federal Laws and Regulations

a. The delivered products shall comply with all applicable Federal, State and local mandatory requirements and regulations relating to the preparation, packaging, labeling, storage, distribution, and sales of the products with the commercial marketplace.

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

i. Requirements of Federal, State and local regulations

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

iii. Has national or regional distribution storage facilities located within the

United States, its territories, or possessions

iv. Is sold on the commercial market

c. Inspection of Facilities:

i. All product furnished under the awarded contract shall be processed at facilities that have been inspected by the Federal Government.

ii. Approved inspection reports of another VA Facility or other Federal

Government agency will be accepted as satisfactory evidence that the facilities/plants meet these requirements, provided that the inspection was made not more than six (6) months prior to the proposed contract period.

iii. 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.

iv. 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.

v. Any excess cost occasioned by this action will be charged against the contractor’s account.

d. The government reserves the right to determine proof of such conformance prior to the first delivery from point of origin and any time thereafter, up to and including delivery at destination as may be necessary to determine conformance with the provisions of the contract.

e. All deliveries shall conform in every respect to the provisions of the Federal

Food, Drug and Cosmetic Act and any other applicable laws and regulations.

III. Manufacturing Standards

a. When the manufacturing plant is identified on the shipping documents accompanying the delivery, the plant shall be identified by its complete name, address, and plant code.

b. 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. If 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.

i. The COTR, in accordance with the Contracting Officer, will accept or reject the product.

IV. Product Quality and Freshness

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

b. Mold: Products shall include mold inhibitors of proper levels as allowed by the

Federal Food, Drug and Cosmetic Act.

c. Odors:

i. All products shall be free from all undesirable and objectionable odors and have a pleasingly sweet distinctive individual characteristic flavor.

d. Color: All products shall be uniformly colored throughout and characterize the type and/or flavor it represents.

e. Consistency:

i. Products shall not be slimy.

ii. They shall be free from undesirable gas formation.

f. Fresh produce shall have sufficient remaining shelf life commensurate with good practices and at a minimum:

i. Prepared (sliced, diced, chopped, etc.) produce has a minimum 5 days of shelf life after the date of delivery.

V. Packaging, Packing and Labeling

a. Packaging and Packing:

i. 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 thereunder.

ii. The identification on the primary container may consist of either the manufacturing plant name and address or a manufacturing plant code.

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

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

b. Dating:

i. All prepared (sliced, diced, chopped, etc.) items must be identified with readable dates (open code dates).

c. Other Labeling Requirements:

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

ii. Any commercial or additional labeling as specified which complies with the U.S. Food, Drug and Cosmetic Act and regulations promulgated thereunder, is acceptable.

VI. Authorization

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

b. Subcontractors:

i. The Contracting Officer shall approve/disapprove all subcontractors used at any time during this contract.

ii. Contractor shall list the name and address of all subcontractors.

iii. The Contracting Officer shall be notified immediately if the Contractor should change any of the subcontractor(s) utilized for this contract and provide their name and address.

iv. Contracting Officer shall approve/disapprove subcontractors.

v. Note: FAR Clause 52.222-37: Public Law (P.L.) 105-339, Section 1354 provides that no agency may enter into a contract with a Contractor who has not filed a VETS-100 report for the preceding fiscal year under Title 38 Section 4212(d). A contract can be placed with that

Contractor as soon as the report required by section 4212(d) for the fiscal year concern is filed with the Department of Labor. P.L. 105-339 also increased the threshold of covered contracts and subcontracts from $10,000 to $25,000. Contractors shall complete this report at least 7 days prior to the due date for bids in response to this solicitation. This can be done online at http://www.dol.gov/vets/vets4212.htm.

c. 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.

d. The Contracting Officer shall authorize VA San Diego and personnel to place delivery orders for products listed in the schedule of pricing as needed based on the established delivery schedule.

VII. Ordering Capabilities

a. The Contracting Officer’s Representative (COR) or other delegate of Nutrition and Food Service shall place orders by email, telephone, in writing via fax, via contractor web site, or any manner consistent with accepted business practices one business day prior to the anticipated delivery date.

b. An order number will be provided to each facility at the time the order is placed.

c. Availability, Substitutions and Alternates:

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

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

iii. 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.

iv. Contractor will not substitute any items and will not increase or decrease quantities ordered without prior approval from the COR or his/her designee.

v. Should any product under this contract become unavailable or available on a limited basis, either temporarily or permanently, the

Contractor shall provide the Government with sufficient notification thereof, offering possible substitutions and/or alternative sources, to afford the Government adequate opportunity to approve or reject offered substitution and/or make other procurement arrangements.

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

VIII. Delivery Specifications

a. All deliveries shall conform in every aspect to the provisions of the Food, Drug and Cosmetic Act, USC Title 21, Chapter 9 (FD&C Act) and regulations promulgated there under.

http://www.dol.gov/vets/vets4212.htm

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

c. Deliveries shall be made between 6:30am and 10:00am, local time, on

Monday through Saturday, as requested by the COR or his/her designee, excluding Sundays.

d. NATIONAL HOLIDAYS: In accordance with 5 U.S.C. 6103, Executive Order

11582 and Public Law 94-97, the following holidays are observed and, for the purpose, of this contract are defined as “Legal Federal Official Holidays”:

i. New Year’s Day (1 January)

ii. Martin Luther King's Birthday (Third Monday in January)

iii. President’s Day (Third Monday in February)

iv. Memorial Day (Last Monday in May)

v. Independence Day (4 July)

vi. Labor Day (First Monday in September)

vii. Columbus Day (Second Monday in October)

viii. Veteran’s Day (11 November)

ix. Thanksgiving Day (Fourth Thursday in November)

x. Christmas Day (25 December)

xi. When a holiday falls on a Sunday, the following Monday shall be observed as a National Holiday.

xii. When a holiday falls on a Saturday, the proceeding Friday is observed as a National Holiday by U.S. Government Agencies.

xiii. Also included would be any other day specifically declared by the

President of the United States to be a National Holiday.

e. Deliveries shall be of specified items in quantities indicated in the purchase order provided.

f. Deliveries shall be made to the following locations, unless otherwise directed by the COR:

i. VA San Diego Healthcare System

Building 1, Nutrition & Food Service

3350 La Jolla Village Dr

San Diego, CA, 92101

g. Delivery Vehicle Specifications:

i. Products shall be delivered in an enclosed truck, which protects the products from dirt or other contamination.

ii. The government further reserves the right to enter and inspect any vehicle used to deliver goods to assure safety and sanitary transport of items ordered.

iii. Such inspections may be made on a random basis, upon delivery, at the discretion of the COR or his/her designee.

h. Temperature Requirements:

i. Carrier equipment from straight loads of “chilled” products will be required to be pre-cooled to a maximum temperature of 40-degrees

Fahrenheit and shall be capable of maintaining temperature with the range to destination.

ii. All dairy products shall be received at a temperature of 41 degrees or below.

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

j. A designated NFS (Nutrition & Food Service) employee shall sign for all deliveries.

k. The Government reserves the right to inspect delivered goods for compliance of specifications, including, but not limited to, correct product(s) and quantities, proper packaging, damaged goods, etc.

i. The contractor shall demonstrate compliance with performance standards by showing that their process adherences to an appropriately designated, validated, Hazard Analysis Critical

Control Point (HACCP).

ii. Any item determined unacceptable shall be refused with full credit/replacement, at the discretion of the Government.

Replacement of rejected products shall be delivered the same day, no later than 1:00PM, unless otherwise specified by the COR or his/her designee.

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

m. Contractors shall be responsible for providing hand trucks or dollies required to effect delivery to appropriate location.

n. All contractor delivery personnel shall be required to wear a full company uniform, which clearly displays the name of the company and the individual, and shall be of a neat, clean appearance with appropriate hair containment.

i. Contractor’s employees shall wear identification (ID) badges during the entire period of time while on VA property.

ATTACHMENT A:

Economic Price Adjustment Clause

Economic Price Adjustment – Consumer Price Index (Fresh Produce)

1.0 Definitions

• CPI–FAH: Consumer Price Index for Food at Home, All Urban Consumers (U.S.

city average), as published by the Bureau of Labor Statistics.

• Base CPI: CPI–FAH for the month prior to the effective date of the base contract period.

2.0 Adjustment Method

• Starting with the first option year, the unit prices outlined in the contract Schedule shall be adjusted annually in accordance with changes in CPI–FAH.

3.0 Calculation Formula

For each option year:

Adjustment Factor = (Current CPI ÷ Base CPI) – 1

• Current CPI is the CPI–FAH value published for the month immediately preceding the start of the option year.

• Base CPI remains unchanged through all option years.

• Adjusted Unit Price = Previous Year’s Unit Price × (1 + Adjustment Factor).

4.0 Limitations

• Annual price increases are capped at +8% and decreases are floored at –3% relative to the previous year’s unit price.

• Any calculated adjustment beyond these limits will apply only to the cap/floor.

5.0 Notification & Adjustment

• Upon contract award, the Contracting Officer will publish the Base CPI.

• At least 30 days before each option year, the Contractor may propose adjusted prices using the formula and cap/floor.

• The Government will review and, if acceptable, issue a contract modification to incorporate new prices prior to the option effective date.

6.0 Continuation of Performance

• The Contractor must continue performance at the current contract prices until a modification exercising a price adjustment is executed.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

100.00 EA __________________ __________________

BANANAS, BANA PETITE CASE 40#

Contract Period: Base

7.00 EA __________________ __________________

PARSLEY, BUNCH EACH

65.00 EA __________________ __________________

PEPPERS, GREEN BELL DICED 5 LBS

185.00 EA __________________ __________________

COLESLAW, 5 LBS BAG 5#

255.00 EA __________________ __________________

CUCUMBERS, SLICED PEELED 5 LBS

110.00 EA __________________ __________________

LETTUCE, TRIMMED TOPS 5 LBS 5 LBS

79.00 EA __________________ __________________

ONIONS, DICED 5 LBS 5 LBS

650.00 EA __________________ __________________

SALADS, 4-WAY BAG 5 LBS

115.00 EA __________________ __________________

LETTUCE, ICEBERG SHREDDED 5LBS BAG 5#

37.00 EA __________________ __________________

GRAPES, LUNCH BUNCH RED 18 LBS

1.00 EA __________________ __________________

APPLES, RED 125 FCY 40 LBS

30.00 EA __________________ __________________

BERRIES, STRAWBERRY 12/12 OZ 9 LBS

CELERY, DICED 5 LBS 5 LBS

355.00 EA __________________ __________________

MELONS, CANTALOUPES CUBES 5 LBS

51.00 EA __________________ __________________

GRAPES, GREEN 18 LBS

399.00 EA __________________ __________________

MELONS, HONEYDEW CUBED 5LBS

32.00 EA __________________ __________________

MINT, LBS POUND

106.00 EA __________________ __________________

POTATOES, FINGERLINGS 5LB

245.00 EA __________________ __________________

TANGERINES, CLEMENTINES 5 LBS 5LBS

260.00 EA __________________ __________________

TOMATOES, CHERRY RED 12 PINTS

45.00 EA __________________ __________________

TOMATOES, DICED 5 LBS 5 LBS

644.00 EA __________________ __________________

SPRING MIX 3 LBS

140.00 EA __________________ __________________

PEPPERS, RED BELL DICED 5 LBS

211.00 EA __________________ __________________

TOMATOES, SLICED 5 LBS 5 LBS

4.00 EA __________________ __________________

WATERMELON, CHUNKS 5 LBS 5 LBS

SQUASH, BUTTERNUT DICED 5LBS

92.00 EA __________________ __________________

ONIONS, RED, SLAB-CUT SLICED 1/4", 5 LBS

2.00 EA __________________ __________________

APPLES, GALA 124 WAXF 40 LBS

ORANGES, PEELED 4oz CUP ea

CABBAGE, GREEN DICED 2"x2" 4/5# 20 LBS

CABBAGE, RED DICED 2"x2" 4/5# 20 LBS

11.00 EA __________________ __________________

CARROTS, CAROTEENIES 100/2 OZ 100 EA

20.00 EA __________________ __________________

CUCMBERS, LRG 50/55, 40 LBS (whole, not sliced)

88.00 EA __________________ __________________

FRUIT, SALAD MIX CAN/HON/RED G 4oz

LETTUCE, GREEN LEAF SELECTS 10 LBS (not washed and cut whole)

LETTUCE, GREEN LEAF, 2 DOZ (24 heads, not washed or cut)

LETTUCE, ROMAINE 3WAY 4/5LBS

ORANGES, NAVEL 113 FCY 40 LBS

10.00 EA __________________ __________________

POTATOES, RUSSET 120 CASE

ORANGES, VALENCIA 113 FCY 40 LBS

SPINACH, 4/2.5 BAGS

LEMONS, SLICED 5#TUB

PEARS, BARTLETT 135 FCY

ASPARAGUAS, TIPS 15 LBS

BASIL, 1 LB

BEANS, GREEN CLIPPED BAG 5 LBS

BRUSSELS 1/2 CUT TRIMMED 5#

PICO DE GALLO 5 LBS

CILANTRO, BUNCH EA

CARROTS, SHREDDED 1 LBS

Contract Period: Option 1 whole)

Contract Period: Option 2 POP Begin:

POP End:

LOCAL STOCK NUMBER: 0001

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 1865

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 1901

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01774

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 03633

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 05962

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02054

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01841

LETTUCE, ICEBERG SHREDDED 5LBS BAG 5#

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02581

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 00144

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02469

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 08183

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 05156

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 04600

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 00143

Contract Period: Option 2

LOCAL STOCK NUMBER: 03587

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02891

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02113

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 06837

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01403

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01952

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 05269

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 04014

TOMATOES, SLICED 5 LBS 5 LBS

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 07402

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 04846

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 9667

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02064

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 09196

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02734

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 07789

Contract Period: Option 2

LOCAL STOCK NUMBER: 01784

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 08857

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01226

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 03871

whole) Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01845

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01839

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 07997

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01642

POTATOES, RUSSET 120 CASE

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01312

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 00271

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02827

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 10511

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 07526

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01168

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 02219

Contract Period: Option 2

LOCAL STOCK NUMBER: 02672

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 12128

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 07728

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 01884

Contract Period: Option 2 POP Begin:

LOCAL STOCK NUMBER: 11885

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

COLESLAW, 5 LBS BAG 5#

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

TANGERINES, CLEMENTINES 5 LBS 5LBS

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

FRUIT, SALAD MIX CAN/HON/RED G 4oz Contract Period: Option 3 POP Begin:

whole) Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

CILANTRO, BUNCH EA

Contract Period: Option 3 POP Begin:

Contract Period: Option 3 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

MELONS, CANTALOUPES CUBES 5 LBS

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

ORANGES, PEELED 4oz CUP ea Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

whole) Contract Period: Option 4 POP Begin:

Contract Period: Option 4

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

ASPARAGUAS, TIPS 15 LBS

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

Contract Period: Option 4 POP Begin:

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

DELIVERY

DATE

100.00

7.00

65.00

185.00

255.00

110.00

79.00

650.00

115.00

37.00

1.00

30.00

355.00

51.00

399.00

32.00

106.00

245.00

260.00

45.00

644.00

140.00

211.00

4.00

92.00

2.00

11.00

20.00

88.00

10.00

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…