36C10G21R0009_1.docx

36C10G21R0009

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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C10G21R0009 04-16-2021 05-17-2021

10:00AM

EDT

36C10G U.S. Department of Veterans Affairs OPAL | Strategic Acquisition Center 10300 Spotsylvania Ave | STE 400 Fredericksburg

VA

22408-2697 X 339113 750 Employees N/A X

36C10G U.S. Department of Veterans Affairs OPAL | Strategic Acquisition Center 10300 Spotsylvania Ave | STE 400 Fredericksburg

VA

22408-2697

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.3 invoicing/payment) Austin

TX

78714-8917 1 (877) 489-6135 See CONTINUATION Page Title: Patient Lifts Hydraulic & Electric w/Slings for In Home Use X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1.1 CONTRACT ADMINISTRATION

The Strategic Acquisition Center (SAC) Contracting Officer (CO) is responsible for providing overall scope oversight, maintaining communication between contractors and the United States Department of Veterans Affairs (VA), ensuring contract compliance, administering contracts and modifications, and ensuring that annual performance evaluations are completed at the contract level. Nevertheless, any CO assigned to the SAC and acting within his/her warrant authority may take formal action on this contract when a contract action needs to be taken and the primary CO is unavailable. The CO reserves the right to designate a Contracting Officer’s Representative (COR) at the Indefinite Delivery Indefinite Quantity (IDIQ) contract level. The CO shall issue a designation letter to the COR and the contractor to ensure that all parties understand the limited authority of the COR.

The IDIQ contract may only be modified by written modification, executed by a SAC warranted CO. The contractor shall not provide products that are not expressly stated in the contract or order. A COR does not have the authority or means to obligate the Government or change the terms and conditions of the IDIQ contract.

All contract administration matters shall be handled by the following individuals:

a. CONTRACTOR:

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

1.3. INVOICES: Invoices shall be submitted in arrears:

1.4. 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.

1.4.1 Submission of a proper invoice – The following data must be included in invoice for it to constitute a proper invoice:

· Name and address of the contractor

· Invoice date and number

· VA Facility Name & Address

· Purchase Order No.

· Contract No.

· Item number, description, quantity, unit of measure, price, extended price and a total of supplies delivered, or services performed.

· Patient Unique Identifier

· Cumulative billing (per line item and total)

· Proof of supplies delivered, or services performed MUST also be provided

· Signature, printed name and title of Government receiving official or veteran and date of delivery or performance period must be included or accompany with invoice.

1.4.2 Invoice inquires - If you have questions about the payment status of submitted invoice. Complete Attachment 1 – Invoice Inquiry Tracker and submit to order Point of Contact (POC). All inquiries containing patient information (PII, PHI) must be transmitted via facsimile or encrypted email by using “Virtru Pro”. Contractor would need to purchase “Virtru Pro” licenses, at contractor expense without reimbursement by the Government, in order to initiate encrypted emails to the VA. Transmission by any other method is unacceptable, unless authorized in writing by the SAC CO and approved by the VA Information Security Officer and Privacy Officer.

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

1.6 CONTRACT MINIMUM AND MAXIMUM DOLLAR VALUES

The minimum guaranteed amount is $2,500.00 for each contract(s) awarded. Orders shall be determined by department needs and funded at the medical center level. The Government has no obligation to award orders beyond the minimum guaranteed amount. In accordance with FAR 16.504(a)(4)(ii), the maximum aggregate value for all orders awarded under this contract shall not exceed $32,000,000.00. The Government’s obligation for the minimum guarantee amount applies during the first 12 months of the contract. If the Contractor receives total orders for less than the minimum amount in year one, the Government will pay the difference between the amount ordered and the minimum amount guaranteed for the initial 1st 12 months of the awarded contract.

1.7 CONTRACTOR PERFORMANCE

Attachment 2 - Contractor Discrepancy Report (CDR), may be issued by a CO or COR to document less than acceptable performance by the contractor at any point during the period of performance. It should be noted that issuance of a CDR should not be the first form of communication or plan of resolution unless the seriousness of the situation warrants such formal documentation from onset. The CO, COR and contractor shall maintain open and effective communications to avoid the issuance of CDRs to the maximum extent practicable. All parties acknowledge that a finalized CDR will become part of the official file and will be used to report on annual performance under the IDIQ.

If use of a CDR is warranted, the CO/COR shall complete the CDR, citing the IDIQ and/or Delivery Order (DO) number and the specific IDIQ and/or DO section or clause related to the performance issue. The CO/COR shall provide a detailed and descriptive narrative of the background and issue. Upon receipt of the CDR, the contractor shall provide a timely and detailed response by the contractor. The contractor’s response shall include any important or relevant information or justification for the performance issue and a proposed resolution. The CO/COR will review the response from the contractor and the CO will issue a final recommendation or plan of action. The CO, COR, and contractor will maintain communication to ensure that the recommendation or plan of action is carried out.

The contractor’s performance on the IDIQ will be reported to the Contractor Performance Assessment Reporting System (CPARS) on an annual basis. The CO and COR will make use of information from CDRs, as well as any additional knowledge and information available to them with respect to the contractor’s performance, to complete the CPARS. Contractors shall familiarize themselves with the CPARS process and be prepared to respond to reports entered by the CO and COR.

B.2 PRODUCT DESCRIPTION

1.0 INTRODUCTION

1.1 The Veterans Health Administration’s (VHA) Prosthetic Clinical Management Program (PCMP) has identified Patient Lifts Hydraulic & Electric w/Slings as a uniform preferred product for continued consolidated contracting. The purpose of consolidated contracting is to obtain user uniformity and quality products at competitive prices. This standardization initiative is in accordance with VHA’s PCMP Charter signed by the Under Secretary for Health on February 9, 2001.

1.2 Patient Lifts Hydraulic & Electric w/Slings that allows caregivers the ability to transfer Veterans between a bed, a chair or other similar resting places.

2.0 SCOPE OF WORK

2.1 The contractor shall provide uninterrupted delivery of approved Patient Lifts Hydraulic & Electric w/Slings as specified in the awarded contract and the resulting orders.

2.2 Patient Lifts Hydraulic & Electric w/Slings will be procured through Indefinite Delivery Indefinite Quantity (IDIQs) wherein individual VAMC facilities shall have the authority to place delivery orders against the IDIQs. The delivery orders shall indicate the specific items ordered, item quantities, and all necessary delivery and payment procedures.

3.0 PERFORMANCE

3.1 The contract ordering period is for 60 months after the effective date of award.

3.2 Effective Date: The effective date of the contract shall be 45 days or sooner of when the contract is signed by both the Government and the awarded contractor(s).

3.3 Orders issued under the contract will be firm-fixed price. The contractor shall provide the supplies and resources necessary to accomplish the requirements described in this contract.

4.0 REQUIREMENTS

4.1 The following Minimum Technical Reequipments apply to all model sizes offered under the contract :

PATIENT LIFTS HYDRAULIC & ELECTRIC MINIMUM TECHNICAL REQUIREMENTS (MTRs)

Hydraulic Patient Lifts: All lifts must be able to accommodate 400 lbs.

· Minimum weight capacity – 400 pounds

· Adjustable Base U

· Hanger Bar Attachments — Minimum of two seat/sling attachment points

· Casters Minimum diameter 3" Minimum width 1.5"

· Base height - 6.5 inches maximum

· Product base length range when fully open- minimum 41 inches/maximum 52 inches

· Maximum mast height – 80 inches from floor

· Non-Slip Hand Grips (grips that caregiver's use to move and position the lift as well as the shifter handle to open the legs of the lift)

· Mechanism for lowering lift in case of emergencies

· Actuator – Raises and Lowers Slings

Electric Patient Lifts: All lifts must be able to accommodate 400 lbs.

· Minimum weight capacity – 400 pounds

· Adjustable Base U

· Hanger Bar Attachments — Minimum of two seat/sling attachment points

· Casters Minimum diameter 3" Minimum width 1.5"

· Base height - 6.5 inches maximum

· Product base length range when fully open- minimum 41 inches/maximum 52 inches

· Maximum mast height – 80 inches from floor

· Non-Slip Hand Grips (grips that caregiver's use to move and position the lift as well as the shifter handle to open the legs of the lift)

· Mechanism for lowering lift in case of emergencies

· Actuator – Raises and Lowers Slings

· Battery – Rechargeable – Also includes back-up battery, AC adapter and low battery indicator

· Mechanism for lowering lift in case of emergencies

· Must be ISO 10535 Compliant - https://www.iso.org/standard/32155.html

Split Leg w/ Head Support - Please provide at a minimum 2 types (general polyester and more breathable type i.e. net/mesh material version

ALL SLINGS SHALL INCLUDE:

· All slings must have head supports

· All slings must have at least 4 points of attachment on each sling

· All attachments must be made of fabric and adjustable

· All slings must have a minimum of 2 adjustments per attachment

· At least one adult size must support 400Ibs

· There must be a minimum of 2 Adult sizes per designated sling.

· All slings must be machine washable

· Slings must not be constructed of canvas material

Bath/Showering Single Piece with or without cutout

ALL SLINGS SHALL INCLUDE:

· All slings must have at least 4 points of attachment on each sling

· All attachments must be made of fabric and adjustable

· All slings must have a minimum of 2 adjustments per attachment

· At least one adult size must support 400Ibs

· There must be a minimum of 2 Adult sizes per designated sling.

Full body single piece, rectangular with head support (two types of material if available)

ALL SLINGS SHALL INCLUDE:

· All slings must have at least 4 points of attachment on each sling

· All attachments must be made of fabric and adjustable

· All slings must have a minimum of 2 adjustments per attachment

· At least one adult size must support 400Ibs

· There must be a minimum of 2 Adult sizes per designated sling.

· Lift maintenance must be clearly documented

· Manufacturer must have training resources available in written and video format

4.2. INFORMATION SECURITY CONSIDERATIONS

4.2.1 The Certification and Accreditation (C&A) requirements do not apply and a Security Accreditation Package is not required (See VA6500).

4.2.2 The contractor shall safeguard Protected Health Information (PHI) and Personally Identifiable Information (PII). The VA defines personally identifiable information as:

“information which can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc."

4.2.3 Protected Health Information - Protected Health Information (PHI) is a subset of Health Information, including demographic information collected from an individual, that:

(1) is created or received by a health care provider, health plan, or health care clearinghouse (e.g., a HIPAA-covered entity, such as VHA); (2) relates to the past, present, or future physical or mental condition of an individual, or provision of or payment for health care to an individual; and, (3) identifies the individual or where a reasonable basis exists to believe the information can be used to identify the individual.

NOTE: VHA uses the term PHI to define information covered by the Privacy Act and the Title 38 confidentiality statutes in addition to HIPAA.

4.2.4 Personally Identifiable Information - Personally Identifiable Information (PII) is any information pertaining to an individual that is retrieved by the individual’s name or other unique identifier, as well as PHI regardless of how it is retrieved. PII is a subset of personally, identifiable information and is protected by the Privacy Act.

4.2.5 The HIPAA Privacy Rule defines Protected Health Information as PII transmitted or maintained in any form or medium by a covered entity, such as VHA. NOTE: VHA uses the term protected health information to define information that is covered by HIPAA but, unlike PII, may or may not be covered by the Privacy Act or Title 38 confidentiality statutes. In addition, PHI excludes employment records held by VHA in its role as an employer.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

GRAND TOTAL

B.4 IDIQ TERMS AND CONDITIONS

3.1 PRODUCT REMOVAL OR RECALL

3.1.2 For any product awarded under this contract removed or recalled by the manufacturer due to defects in the product or potential dangers to patients, or if any required removal or recall is suggested or mandated by a regulatory or official agency, the manufacturer agrees to take following steps immediately:

3.1.3 Notify the Contracting Officer (CO) at the Strategic Acquisition Center in writing, by the most expeditious manner possible.

3.1.4 Provide copies of the notification to CO, Contracting Specialist, Contracting Officer Representative, and Manager at Product Recall Office, all Agencies and VA Facilities who purchased the product, which include, but not be limited to the following:

(1) Complete item description and/or identification, order numbers from customers and the contract number assigned as a result of an issuance on the solicitation;

(2) Reasons for modifications, removal or recall; and

(3) Necessary instructions for return for credit, replacement or corrective action.

3.1.5 A copy of the notification will be provided to:

Manager, Product Recall Office National Center for Patient Safety Veterans Health Administration 24 Frank Lloyd Wright Drive, Lobby M Ann Arbor, MI 48106

3.2 PRODUCT REFRESH

3.2.1 Product refresh is when a current CLIN is no longer being manufactured due to obsolescence and the product item is being replaced with a newer, and more often, a superior version of the same item. The current CLIN product will be revised to reflect the refreshed product information, manufacturer’s part number, IDIQ price (inclusive of SLA fee), etc.

3.2.2 The Government reserves the right to not accept the products offered under product refresh. The contractor will be notified in writing if a product refresh is not accepted. All products offered shall be provided with the warranty that is agreed upon for this contract.

3.2.3 The contractor agrees to ensure that all upgraded improved/replaced products meet American with Disabilities Act (ADA) and Health Information Portability and Accountability Act (HIPAA) Federal requirements, see attachment 5.

3.2.4 The contractor shall provide the COR and CO the following information for product refresh:

(1) A list of specific awarded item(s) being refreshed in the Price/Cost Schedule (to include commercial pricing, discount offered, and IDIQ price (inclusive of SLA fee));

(2) Product literature for the item(s) refreshed.

(3) A detailed description of the differences or benefits of refreshed as compared to the item(s) being discontinued or added.

(4) Proper identification of any product requirements and/or procedures related to those product(s) proposed to be refreshed or upgraded.

(5) FDA approval. If applicable

(6) Provide historical sales to VA by item(s), if applicable

(7) Copy of Commercial Warranty.

The request shall be submitted to the COR, copy to the Contract Specialist and Contract Officer, for review and recommendation of approval to be submitted to the CO. The CO shall prepare a bilateral modification for execution.

3.3 NOTIFICATION OF SUBSTITUTED AND BACK-ORDERED ITEMS/REPLACEMENT WITH ALTERNATE SUPPLY

3.3.1 The contractor shall notify the authorized purchaser point of contact via email within one (1) business day for non-emergency orders and within four (4) hours of an emergency order if any parts/materials cannot be delivered in accordance with the individual delivery order requirements. To ensure that the correct items are shipped, the contractor shall not substitute items without prior approval by order point of contact. Instances where the contractor cannot meet the Government’s requirement(s), the contractor shall notify the order point of contact of the shortest delivery period available. If the contractor’s shortest delivery period is not acceptable to the Government, the Government reserves the right to procure the item(s) from other sources.

3.3.2 The contractor agrees to supply established item(s) to satisfy the Government’s requirement when an order is placed under the contract during the duration of the effective period of the contract. If, however, contractor determines to terminate production or supply of the selected item and contemplates replacement with alternative item, the Government reserves the right to evaluate the potential replacement item(s). There is no guarantee that the Government will evaluate any replacement item(s) favorably. If the Government determines the replacement item(s) as unacceptable, the individual item(s) may be cancelled.

3.4 ORDERING

3.4.1 The resultant IDIQ will be decentralized. Orders below $10,000.00 will be placed by Prosthetics Government Purchase Card Holders. Orders over $10,000.00 shall be placed by warranted CO’s. Orders exceeding the micro-purchase threshold may be placed against this IDIQ via Electronic Data Interchange (EDI), via facsimile or in writing. No verbal/oral orders can be placed or accepted on this IDIQ.

3.4.2 “Government-wide commercial purchase card” means a uniquely numbered credit card issued by a contractor under GSA’s Government wide Contract for Fleet, Travel, and Purchase Card Services to named individual Government employees or entities to pay for official Government purchases.

3.4.3 The contractor may accept payments for written orders made using the Government-wide commercial purchase card. Invoicing instructions will be identified in delivery orders.

3.4.4 The contractor shall not process a transaction for payment through the purchase card clearinghouse until the purchased supplies have been accepted. Purchase card transactions shall be included in the quarterly sales reporting.

3.4.5 Orders shall be made via one of the following methods: To be identified by the contractor in response to the solicitation (i.e. fax, email etc.).

3.4.6 At a minimum, order shall contain the following information:

· Date of order.

· Contract number and order number.

· For supplies and services, line item number, subline item number (if applicable), description, quantity, and unit price or estimated cost and fee (as applicable). The corresponding line item number and subline item number from the base contract shall also be included.

· Delivery or performance schedule.

· Place of delivery or performance (including consignee).

· Any packaging, packing, and shipping instructions.

· Accounting and appropriation data.

· Method of payment and payment office, if not specified in the contract

3.4.7 Authorized to Purchase - Any individual in VHA who has ordering/contracting authority, on behalf of VHA, to place orders, may use the IDIQ. Governmental agencies will require an interagency agreement with the Department of Veterans Affairs to place orders against this IDIQ. Ordering Officers may be appointed and delegated the responsibility to place orders against this contract, if authorized. All ordering officers will be appointed and delegated by a warranted Contracting Officer in accordance with VA Procurement Policy.

3.5 REPORTS

3.5.1 In order to track compliance, VA requires the contractor to submit the quarterly sales report (QSR) on Attachment 3 QSR Reporting Tool. The QSR shall include part number, quantity sold, contract unit price, total price sold per part number, facility sold, total quarterly sales, and SLA fee. Format to be developed by the contractor and submitted to Government for review upon award. The QSR shall be submitted on Government fiscal calendar year, 30 days after the end of each quarter. See below:

The contractor agrees that they shall adhere to this requirement. The contractor shall provide a QSR, after the end of each fiscal quarter ending December, March, June, and September and no later than the submission due dates. Reports shall be sent electronically to the SAC IDIQ Government points of contact, Contract Specialist identified in 1.4b Financial Management Analyst at SACPAY@va.gov and VA Program Advisory Service (PAS) at VA003B1DEmp@va.gov; until the contractor is notified, in writing, of a different point of contact.

A closeout report must cover all sales not shown in the QSR and reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the QSR, then a closeout report is not required. All closeout reports shall be submitted by December 31st (if required).

The Government reserves the right to inspect without further notice such records of the Contractor as they pertain to sales under this contract. Willful failure or refusal to furnish the required reports, or falsification thereof, may be cause for Government contractual remedies under FAR 52.212-4 Contract Terms and Conditions – Commercial Items.

3.6. DELIVERY

3.6.1 Delivery of products shall be made within the 50 United States and its outlying territories (Puerto Rico) and the District of Columbia. Specific delivery instructions shall be stated on each order This could include the individual VAMCs or the Veteran’s residence. Delivery shall be Free Onboard (FOB) destination.

3.6.2 Delivery shall be in accordance with the following time frames: Standard delivery shall be made within five (5) days after receipt of a delivery order, expedited delivery within two (2) days, and emergency delivery within 24 hours. The Government agrees to pay the difference between normal and expedited freight for expedited and emergency delivery. Any additional delivery requirements shall be specified on the individual delivery order.

3.6.3 Alternate Delivery: To meet the needs of Veteran patients across the VA healthcare system, there may be times the local PSAS will require delivery to an alternate location. Alternate delivery shall only be used when the need arises to ship prescribed item(s) to other than the local medical center or Community Based Outpatient Clinics (CBOC). The local contracting office will create a delivery order, to include the address to where the item(s) are to be shipped. This order can be placed by the local VAMC in the most economical manner they deem fit (i.e. GPC or delivery order). Alternate delivery procedures shall safeguard PHI and PII.

3.6.4 Upon the receipt of an alternate delivery order (applicable to shipping directly to Veteran):

a. Delivery shall be FOB destination to the address indicated on the delivery order.

b. Deliveries will be shipped using a mail tracking system to identify location and proof of delivery. The contractor shall retain proof of delivery and shall provide the information upon request from the VA.

c. Regular deliveries shall be made within seven (7) business days after receipt of a delivery order and expedited delivery within three (3) business days.

d. The Government acceptance of all delivery orders shall take place at the delivery point.

3.6.5 Schedule for Deliverables: The following provisions apply to all shipments:

Inspection: Destination Acceptance: Destination

3.6.6 Ship to and Mark For: Deliveries shall be marked and shipped to various VHA locations or alternate delivery address nationwide which will be identified under each order placed against the IDIQ.

3.6.7 Special Shipping Instructions: Prior to shipping, the contractor shall notify VHA site point of contact by telephone and/or email, of all incoming deliveries including line-by-line details for review of requirements. All shipments, either single or multiple container deliveries, will bare VA’s Order number on external shipping labels and associated manifests or packing lists. In the case of multiple container deliveries, a readable statement near the order number will indicate total number of containers for the complete shipment (ex. “Package 1 of 2”), clearly readable on manifests and external shipping labels.

Packing Slips/Labels and Lists shall include the following:

IFCAP PO # ____________ (e.g., 166-E11234) Total number of Containers: Package ___ of ___. (e.g., Package 1 of 3)

3.7. INSPECTION AND ACCEPTANCE

The acceptance paragraph in FAR 52.212-4(a) is based upon the assumption that the Government will rely on the contractor’s assurances that the commercial item tendered for acceptance conforms to the IDIQ requirements. The Government’s inspection of commercial items will not prejudice its other rights under the acceptance paragraph.

3.8 CONTRACT MODIFICATIONS AND PRICE ADJUSTMENTS

The CO is the only person authorized to modify the contract. Any changes to the terms and conditions of the contract shall be accomplished via bilateral modification

3.9 Medical Surgical Prime Vendor Program (MSPV) Consumables Program

3.9.1. Awardee may be requested to utilize Prime Vendor (PV) contracts for distribution and supply management services for products clinically deemed eligible for stock and issue by VA personnel. VA facilities routinely order from the MSPV Product List, which may be augmented by adding selected items from this Indefinite Delivery Indefinite Quantity (IDIQ) contract.

0. Any suppliers and resellers who participate in MSPV must be authorized to provide the supplies by the OEM. An Authorized Distributor Letter from the manufacturer shall be required to participate in MSPV. Contact the Prosthetics Contracting Officer Representative (COR) for content of the Distributor Letter.

3.9.2. Participation in the MSPV program is voluntary and at the discretion of the awardee. However, if the awardee elects to participate in the MSPV program as an authorized supplier they must abide by all MSPV program requirements.

3.10 Commercial Agreements

3.10.1. An Authorized MSPV Supplier, electing to participate in the program, is required to enter into commercial agreements with all awarded PVs, who will provide national distribution and supply management services for specific awardee products to facilities. The commercial agreement will govern the terms and conditions of the PV and Authorized Supplier relationship and will not contradict the underlying terms and conditions established by this IDIQ contract or the underlying PV contracts. Failure to comply with contractual terms and conditions related to commercial agreements may preclude further participation in the MSPV program at the discretion of the MSPV Prime Vendor contracting officer.

3.10.2. Authorized Suppliers are responsible for finalizing commercial agreements with MSPV Prime Vendors when notified by VHA that IDIQ items are suitable for inclusion in the MSPV program. Either PVs or Authorized Suppliers may initiate the commercial agreement process. The terms and conditions outlined in the commercial agreement must be mutually agreed-upon by both parties. Once a commercial agreement is established between an Authorized Supplier and a PV, the Authorized Supplier will notify the Contracting Officer of record for the IDIQ contract via email that the contractual agreement is complete and include the name of the Authorized Supplier, the name of the PV(s) and a list of the contractual items to be supplied. One email may contain details on multiple commercial agreements.

3.10.3. The commercial agreements prescribed in this section are solely between the PV and VHA Authorized Suppliers and do not involve the Government as a responsible party.

3.11 Supply Services

3.11.1. When requested, the Authorized Supplier shall provide an uninterrupted supply and delivery of selected items included in this IDIQ contract to all PVs participating in MSPV at an enterprise/nationwide level.

3.11.2. Any and all medical/surgical supplies provided under the MSPV effort shall at all times: (1) have a current Food and Drug Administration (FDA) premarket approval as required by FDA under Part 814 title 21, Code of Federal Regulations, or any successor regulation; (2) be compliant with Global Standard 1 (GS1), Health Industry Business Communications Council (HIBCC), and/or International Society for Blood Transfusion (ISBT) 128 standards; and (3) be Trade Agreement Act (TAA) compliant in agreement with 19 U.S.C. 2501 and implementing regulations.

3.11.3. If the potential Authorized Supplier is not the OEM, the Authorized Supplier must provide an Authorized Distributor Letter from the OEM signed within 90 days of inclusion on the MSPV Master List. The Authorized Distributor Letter from the OEM shall include for each product(s) identified for MSPV inclusion authorizing the offeror as a distributor for the identified product(s). The letter must either identify specific product(s) or that the offeror is an authorized distributor for all of the manufacturer’s products. This letter must be on the manufacturer’s letterhead and contain the signature of an authorized official for the manufacturer and cover the duration of the IDIQ Contract. The Authorized Supplier shall maintain its Authorized Distributor status of all manufacturers and distributors of supplies throughout the life of this contract as set-forth in the letter of supply referenced above.

3.11.4. The government reserves the right to request information from Authorized Suppliers related to supply descriptions, pricing, or other topics at any time and the Authorized Supplier is required to provide such information.

3.11.5. This language is not generated to inhibit the PV or facilities from ordering supplies already on any other designated Government contract instruments. VA’s Strategic Acquisition Center (SAC) and the VHA Office of Procurement will ensure that supplies are placed on appropriate catalogs/Product Lists from which facilities may order. It is, however, incumbent on the PV to honor the parameters of the contract scope of work.

3.11.6. The Government reserves the right to remove any supply from the MSPV Product List upon 90-calendar days’ notice.

3.12 Pricing and Fees

3.12.1. Any item selected for the MSPV program will be provided to the Prime Vendor at the price indicated in this IDIQ.

3.12. 2. Any item provided to the MSPV Prime Vendor will be considered as a government sale under this IDIQ and will be subject to all contract terms and conditions regarding SLA.

B.5 SAC 16-01 – SAC Service Level Agreement Fee and Submission of Quarterly Sales Reports; Open Market. (January, 2016)

a. Service Level Agreement Fee.

The Service Level Agreement (SLA) fee is established by the Supply Fund Board and is provided as a means of reimbursement for customary acquisition-related services necessary to obtain contractor services and/or supplies as required. The SLA is reimbursed to the SAC based on rates established by the supply fund board and are recouped based on a percentage of total quarterly sales. The Supply Fund Board may change the percentage at any time, but typically not more than once per year. Upon a change in the SLA, the Contracting Officer (CO) shall issue a unilateral modification to apply the change to CLIN prices based upon the SLA rate change. The SAC will provide reasonable notice prior to the effective date of the change.

In order to facilitate SLA reimbursement, offerors must include (imbed) the SLA fee into their prices; therefore, the fee will be reflected in the total amount charged and transparent to ordering activities.

The current SLA which applies to this contract action is 3.0%. This SLA Fee shall be imbedded in the awarded contract/agreement price(s) and offers submitted in response to this solicitation shall include this SLA Fee in the price of every line item offered.

b. Quarterly Sales Reports.

The Contractor shall report all contract sales under this contract and submit collected SLAs as follows:

(1) The Contractor shall accurately report the dollar value, in U.S. dollars and rounded to the nearest whole dollar, of all sales made under this contract by calendar quarter (January 1–March 31, April 1–June 30, July 1–September 30, and October 1–December 31). Reported sales must include all sales made to all authorized contract or agreement users, whether shipped directly to the users or through Prime Vendor contractors. The report shall reflect sales by contract line item and shall segment sales by the Department of Veterans Affairs (VA) and Other Government Agencies (OGA). The reported contract sales shall include the SLA Fee and each quarterly report shall show the total SLA Fee amount collected on the reported sales. The Contractor shall maintain a consistent accounting method of sales reporting, based on the Contractor’s established commercial accounting practice. The Contractor shall consistently use only one of the following acceptable points at which sales may be reported-—

i. Receipt of order;

ii. Shipment or delivery, as applicable;

iii. Issuance of an invoice; or

iv. Payment.

(2) Sales under this contract/agreement shall be reported to the SAC within 30 calendar days following the completion of each reporting quarter. The Contractor shall continue to furnish quarterly reports, including “zero” sales, through physical completion of the last outstanding order of the contract/agreement.

(3) The sales report signed by an authorized representative of the contractor shall be emailed to the appropriate individual(s) listed in the terms and conditions of the contract or agreement.

c. SLA Remittance

The Contractor shall remit the SLA fee to the SAC in U.S. dollars within 30 calendar days after the end of the reporting quarter and final payment shall be remitted within 30 days after physical completion of the last outstanding task order or delivery order of the contract.

The SLA Fee amount collected and due shall be paid electronically. To ensure that the payment is credited properly, the contractor shall electronically transmit the SLA fee at www.pay.gov (VA Strategic Acquisition Center (SAC)); specific instructions shall be provided when the contract action resulting from this solicitation is awarded (i.e. post-award/BPA issuance conference and/or post-award letter when used in lieu of a conference.

The Government reserves the right to inspect, without further notice, such records of the Contractor as pertinent to sales under any contract or agreements resulting from this solicitation. Failure to remit the full amount of the SLA within 30 calendar days after the end of the applicable reporting period constitutes a contract debt to the United States Government under the terms of Federal Acquisition Regulation (FAR) Subpart 32.6. The Government may exercise all rights under the Debt Collection Improvement Act of 1996, including withholding or setting off payments and interest on the debt (see FAR clause 52.232-17, Interest). Should the Contractor fail to submit the required sales reports, falsify them, or fail to timely pay the SLA, the Government shall have, in addition to the rights and remedies described in this clause, all other rights and remedies permitted by Federal law and statutes.

36C10G21R0009 (End of Clause) Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from through .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.2 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $75,000.00;

(2) Any order for a combination of items in excess of $150,000.00; or

(3) A series of orders from the same ordering office within days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.3 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

(End of Clause)

C.4 52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEP 2019)

(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

(End of Clause)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of the expiration of the contract.

(End of Clause)

C.6 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: as to .

(b) The Contractor shall submit proof of conformance to the standard. This proof may be a label or seal affixed to the equipment or supplies, warranting that the item(s) have been tested in accordance with the standards and meet the contract requirement. Proof may also be furnished by the organization listed above certifying that the item(s) furnished have been tested in accordance with and conform to the specified standards.

(c) Offerors may obtain the standards cited in this provision by submitting a request, including the solicitation number, title and number of the publication to:

(d) The offeror shall contact the Contracting Officer if response is not received within two weeks of the request.

(End of Provision) C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[x] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price…