36C26118Q0427-001.docx

36C26118Q0427

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

VA261-17-AP-9525

640-18-1-038-0002 36C26118Q0427 05-21-2018 Nick Kluch 925-449-6405 06-08-2018 3pm PST Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto

CA

94304-1207 X x 339116 500 Employees N/A X **See Delivery Schedule Section B3

Department of Veterans Affairs

NCO 21

VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto

CA

94304-1207

FMS-VA-2(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 Dental Prosthetics See SOW and Pricing Schedule

640-3680160-534-820400-3120 SPY0CP7A4

X Nick Kluch

CONTRACTING OFFICER

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Nick Kluch

VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto CA 94304-1207

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

36C26118Q0427

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STATEMENT OF WORK (SOW)

DENTAL LABORATORY SERVICES

1. GENERAL

1.1. SERVICES REQUIRED: VA Palo Alto Health Care System (VAPAHCS) requires contractor services to perform laboratory procedures that are required for the treatment of dental patients. These procedures include, but are not limited to: all laboratory fabrication of complete dentures, removable partial dentures, fixed partial dentures and crowns, dental implant restorations; bleaching trays, surgical stents, mouth guards, sleep apnea appliances, surgical guides, and diagnostic wax ups for digital designing and planning. The Contractor shall pick up impressions and models and deliver the fabricated appliances, in a timely manner, to and from 3 VAPAHCS divisions: Palo Alto Division; Menlo Park Division; and Livermore Division.

1.2. PLACE OF PERFORMANCE: The Contractor shall perform all laboratory work at the Contractor’s facility.

1.3. Scheduled pick-up and deliveries will be to the VAPAHCS Palo Alto Division, located at 3801 Miranda Avenue, Palo Alto, CA 94304; Livermore Division, located at 4951 Arroyo Road, Livermore, CA 94550; or Menlo Park Division, Core Building 334, located at 795 Willow Road, Menlo Park, CA 94025.

1.4. AUTHORITY/POLICY/HANDBOOKS: Contractors and contractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

1.5. All standards related to prosthetic services shall be in agreement with the VA Central Dental Laboratory case requirements listed at http://vaww.infoshare.va.gov/sites/dental/PH/CDLWebsite.aspx.

1.6. DEFINITIONS/ACRONYMS:

COR- Contracting Officer’s Representative.

Dental Laboratory Services- Those laboratory procedures that are required for the treatment of dental patients. These would include, but not be limited to, all laboratory fabrication of complete dentures, removable partial dentures, fixed partial dentures and crowns, and dental implant prosthesis. Miscellaneous other procedures may include such items as bleaching trays, surgical stents, athletic mouth guards, and sleep apnea appliances.

Routine Handling- A dental laboratory work authorization that is usually performed and returned within specified timeframe.

Special Handling- Unusual circumstance that may dictate the need for a dental order to be picked up specially and returned overnight, or processed within a shorter timeframe.

Turnaround Time (TAT)- The length of elapsed time between pickup of the dental lab order by the Contractor and the receipt of the completed order by VAPAHCS Dental Service.

Working Day- Any 24-hour period of the administrative work week, which is Monday through Friday. Federal holidays occurring during the administrative workweek, are not considered working days.

Using Service- Same as VA Dental Service.

VAPAHCS- VA Palo Alto Health Care System.

VA Dental Service- Refers to the Dental Services located at the VAPAHCS Palo Alto Division, Livermore Division, and Menlo Park Division.

VISN 21- Veterans Integrated Service Network 21, comprising the network of VA facilities within the VA Sierra Pacific Network, including VAPAHCS.

2. CONTRACTOR QUALIFICATIONS

2.1. The Contractor shall demonstrate the use of procedures, techniques, and current technology that are equivalent to or exceed current industry standards.

2.2. The Contractor’s lab shall be certified by the National Association of Dental Laboratories. The Contractor shall provide a current copy of its National Association of Dental Laboratories certification.

2.3. The Contractor shall comply with the regulations governing Food and Drug Administration (FDA) Quality System/Good Manufacturing Practices for products distributed in the United States dental laboratories. Additionally, the Contractor shall comply with standards by the American National Standards Institute (ANSI), in cooperation with the American Dental Association Department of Standards, that require all materials used for fabrication of dental appliances meet the Standard Practices for Biological Evaluation of Dental Materials.

2.4. Contractor Personnel: Contractor personnel performing the required work under this contract shall not be considered Government employees.

2.5. Changes in Subcontracted Dental Laboratories: The Contractor shall notify the Contracting Officer of any proposed changes in subcontracted dental laboratories used. The Contractor is responsible for any additional costs that are a result of any changes in subcontracted laboratories.

2.6. Turnaround Times (TAT)

Required: Must have ability to offer 1-day turnaround for urgent request orders.

Denture Steps

** includes shipping to the contractor facility and back to the required VA location.

3. CONTRACTOR TASKS/RESPONSIBILITIES

3.1. The Contractor shall be responsible for all labor, transportation, materials (unless otherwise specified in specific cases), general dental laboratory tools, equipment, and supervision required to provide dental prosthesis to VAPAHCS between the work hours of 8:00am and 4:30pm, Monday through Friday.

3.2. Federal Holidays: The Contractor is not expected to work on Federal Holidays. The holidays are: New Year’s Day; Martin Luther King Jr.’s Birthday, President’s Day; Memorial Day; Independence Day; Labor Day; Columbus Day; Veterans Day; Thanksgiving Day; Christmas Day; and any other day officially declared by the President of the United States to be a federal holiday.

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

a) Fabricate complete dentures and removable partial dentures, including the following steps:

a. Box and pour preliminary and final impressions.

b. Prepare working stone models.

c. Fabricate custom impression trays.

d. Fabricate base plates and wax rims.

e. Mount working casts on articulator.

f. Set teeth and wax for denture try-in.

g. Flask and process dentures.

h. Break out and finish dentures for delivery.

b) Fabricate full gold crowns and fixed bridges, including the following steps:

a. Pour and prepare models for fabricating crowns.

b. Wax crowns.

c. Invest and cast wax patterns.

d. Breakout, adjust and polish cast crowns for delivery.

3.3.3. Fabricate Porcelain Crowns and Fixed Bridges including the following steps:

a. Pour and prepare models for fabricating crowns.

b. Wax crowns.

c. Invest and cast wax patterns.

d. Breakout, adjust and polish cast copings.

e. Apply porcelain, finish and polish for delivery.

f. Pick-up and delivery from the facility.

3.3.4. The Contractor shall provide all packing and shipping materials, personalized shipping, shipment tracking and/or pickup and delivery services to ensure that casework arrives on time and safely to VAPAHCS: Palo Alto, Menlo Park, and Livermore Divisions.

3.3.5. Each case will be tracked by a dental lab prescription. Patient casework will be identified with the last name and last four digits of the patient’s security number. The lab prescription shall include the date of the follow-up appointment for the Veteran.

3.3.6. Contractor will arrange a daily delivery and pick up of cases, during each work week. Deliver of prosthesis or cases will be before 12 noon and pick up will be before Close of Business (COB), 4:30PM at all three (3) locations, Palo Alto, Menlo Park, and Livermore VA sites. For special handling of cases: The Contractor will be contacted by phone for pick up. Same Day requirements will be picked up by 9AM and the finished product delivery shall be made by 3:30PM the same day.

3.3.7. The Contractor shall comply with Occupational Safety and Health Administration (OSHA) regulations.

3.3.8. The Contractor shall comply with the Health Insurance Portability and Accountability Act (HIPAA).

3.3.9. The Contractor shall meet or exceed VA standards and The Joint Commission standards for constructing dental prostheses.

3.4 The Contractor shall

a. Only use high metal alloys made in the USA and provide certificating labels on invoices and/or appliances.

b. Provide custom shade matching services for fixed prostheses as needed.

c. Fabricate prostheses that demonstrate acceptable level of marginal integrity 98% of the time when evaluated on dental stone model or implant abutment. No visible marginal opening when viewed under loupe magnification of 2.5.

d. Fabricate prostheses that demonstrate acceptable level of occlusion 98% of the time when evaluated on dental stone model or implant abutment. Evaluation with articulating paper will show even distribution of markings in light contact.

3.5 Quality Control Plan (QCP): The Contractor shall develop and maintain an effective Quality Control Plan (QCP) which details how they will monitor their work to ensure they are meeting all of the requirements of the contract. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s QCP is the means by which the Contractor assures that their work complies with the requirements of the contract. The QCP shall be submitted in written form with an electronic copy to the COR for review within thirty (30) calendar days of the contract award. The COR or designated representative will review the QCP and return it to the Contractor if changes are required. If any changes are required, the Contractor has five (5) working days to complete the changes and resubmit the QCP. If any future changes are needed, the Contractor has five (5) working days to submit the agreed upon changes.

3.5.1. To ensure that both parties have an equal understanding of the services to be provided by the Contractor, the following quality assurance guidelines are to be incorporated:

a. Services are received within the designated timeframe.

b. Services are delayed no more than twice in a 30-day period.

c. Performance problem: ill-fitting denture or prosthesis that had to be remade within 30 days.

d. Description of problem conveyed to Contractor by the Dental Service provider.

e. The Contractor was verbally informed and corrected the problem within the agreed upon turnaround times between VAPAHCS and the Contractor, plus one day.

f. Informed problem in writing and contractor corrected within a reasonable timeframe.

g. What actions were necessary: remake/adjustments– minor or major.

3.5.2. Quality Control Inspection Procedures for Crown and Bridge:

a. Work ticket, prescription, patient name, case pan number, dated wanted.

b. Identify tooth number with physician’s prescription.

c. Check shade with shade guide.

d. Check margins on die under magnification; ensure margins are closed.

e. Inspect all surfaces for: black spots; fractures; bubbles in porcelain; and rough textures.

f. Check anatomy and contours of crown and bridge: buccal and lingual contour in relation to adjacent teeth; marginal ridges in proper height to adjacent and opposing teeth; proper embrasures; proper length of anteriors; and proper emergence profile.

g. Check occlusion, group function, and lateral excursions.

h. Check contacts on solid model. Verify contacts for adequate contact and for proper form.

i. Check work ticket for any specific physician preferences.

j. Check to ensure that the inside of crown is sanded, free of glaze and is opaque.

k. All transfer copings and specified margin dies boxes with outgoing crowns and bridges.

l. On work ticket, write down alloy billing information immediately above or below the product codes.

m. Verify product codes on work ticket for: alloy; codes; quantity; and missing codes. After verification is done, circle product and alloy codes on work ticket and initial next to the circle. Mark bottom of crown box with pan number.

n. Check all model work for cleanliness.

3.6. Work Guarantee: The Contractor shall provide an On-Time Delivery Guarantee; guaranteed turnaround times; and remakes at no additional cost to the Government when the Contractor’s products are flawed or defective.

4. PERIOD OF PERFORMANCE (POP)

4.1. The POP shall be for one (1) base year starting on the effective award date of the contract, with the Base Year beginning on or about August 1, 2018 and ending on July 31, 2018. This contract will include four (4) option years.

4.2. The Contractor shall not perform work beyond the POP unless there is written authorization by the CO. Any work performed without prior authorization will be performed by the Contractor at no additional cost to the Government.

5. GOVERNMENT FURNISHED EQUIPMENT (GFP)

5.1. VAPAHCS will provide all necessary impressions, casts, and implant restorative hardware for all cases submitted to the Contractor.

5.2. When required VAPAHCS will provide specific denture teeth to be used in specific complex cases. These will be supplied by the requesting Clinician.

5.3. Dental Service will maintain an electronic log containing but not limited to the following information: patient, GFP description, Dental Service Signature, Contractor signature indicating the time of pick-up, and delivery of items.

5.4. Contractor agrees to remake at no additional cost to the Government if any items are ill-fitting, lost or damaged once they are picked up. It shall be the responsibility of the contractor to remake of ill-fitting items due to processing errors on the Contractor’s part.

5.5. VAPAHCS will provide implant restorative hardware parts and supplies as required for implant restorations.

6. CONTRACTOR FURNISHED EQUIPMENT/PROPERTY

6.1. Unless specified otherwise in this solicitation, the Contractor shall furnish all supplies, equipment, facilities, and services required to perform work required.

6.2. The Contractor shall use high quality raw materials. All items shall be fabricated and manufactured in the United States, using materials approved by the FDA.

7. OTHER ADMINISTRATIVE RESPONSIBILITIES

7.1. Invoices: Invoices will be paid in arrears monthly. Invoices must include at minimum, the following information: date of invoice; vendor name; contract number, purchase order number, services provided, and the period of service. Under no circumstances shall the Contractor commence with any additional services without the written approval of the CO. Any additional services performed without this approval will be at the Contractor’s expense.

7.2. The Contractor shall be paid for actual services provided by Contractor personnel. The Contractor will not be paid for “availability” or “on-call” services unless otherwise provided herein.

7.3. Travel Costs: Unless otherwise specified in this solicitation, the Contractor shall include in its price, all labor, travel costs and its expenses, materials, tools, supplies, equipment, and other expenses necessary to perform this requirement.

7.4. The Contracting Officer is the only person authorized to approve changes or modify any of the requirements of this contract. Only the Contracting Officer is authorized to make commitments or issue changes that shall affect price, quantity or quality of performance of this contract.

7.5. Contracting Officer Representative (COR): The COR will be appointed and delegated by the Contracting Officer. A letter of designation will state the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order. The Contractor will receive a copy of the Delegation Letter from the Contracting Officer. The COR shall be responsible for the overall technical administration of this contract as outlined in the COR Delegation of Authority.

8. QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

8.1. The Government shall evaluate the Contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. The QASP is primarily focused on what the Government shall do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

8.2. The QASP will be provided to the Contractor within fifteen (15) days after award of contract. The COR will monitor Contractor performance. Documentation of services performed will be reviewed prior to certifying payment. Contract monitoring and recordkeeping procedures will be sufficient to ensure proper payment and allow audit verification that services were provided.

9. INVOICING/PAYMENT

9.1. The vendor shall submit invoices to DFAS Austin. The COR will verify the invoice and authenticate the invoice via the Invoice Payment Processing System (IPPS). This is the VA’s process and procedure for submitting invoices for payment.

10. INFORMATION SECURITY

9.1. VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY LANGUAGE FOR INCLUSION INTO CONTRACTS, AS APPROPRIATE

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontrator shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

d. Custom software development and outsourced operations must be located in the U.S. to the maximum extent practical. If such services are proposed to be performed abroad and are not disallowed by other VA policy or mandates, the contractor/subcontractor must state where all non-U.S. services are provided and detail a security plan, deemed to be acceptable by VA, specifically to address mitigation of the resulting problems of communication, control, data protection, and so forth. Location within the U.S. may be an evaluation factor.

e. The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

f. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold.

PRICE SCHEDULE

The maximum aggregate value of orders that can be placed under this contract is $4,000,000.

Base year: August 1, 2018 – July 31, 2019

CLIN NO

Identification of prosthesis with patient's last 4 SSN and last initial

Option Year 1: August 1, 2019 – July 31, 2020

CLIN NO

Option Year 2: August 1, 2020 – July 31, 2021

CLIN NO

Option Year 3: August 1, 2021 – July 31, 2022

CLIN NO

Option Year 4: August 1, 2022 – July 31, 2023

CLIN NO

DESCRIPTION

UNIT

UNIT COST

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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 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 32.608-2 of the Federal Acquisition Regulation 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.