36E79724R0016.docx

36E79724R0016

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

36E79724R0016 04/23/2024 Teresa Hussain Teresa.hussain@va.gov 708-786-5852 05/15/2024

2:30PM CT

Department of Veterans Affairs OPAL / National Acquisition Center Building 37, NCS (003B6C3) 1st Avenue, One Block North of Cermak Hines IL 60141 X Y 326160 1250 Employees N/A N/A X VA Pharmaceutical Prime Vendors Refer to Attachment A, located in Section D.

Department of Veterans Affairs OPAL / National Acquisition Center Building 37, NCS (003B6C3) 1st Avenue, One Block North of Cermak Hines IL 60141

VA Pharmaceutical Prime Vendor Refer to Attachment A, located in Section D.

See CONTINUATION Page Vials, Bottles, and Caps Groups 1-4 - Vials (Current ScriptPro compatibility required) Groups 5-7 - Bottles (No compatibility requirements) One award will be made in the aggregate for Groups 1-4 (Vials).

Groups 5-7 represent three separate requirements. Award will be made in the aggregate by group for a possible three awards;

totaling four possible awards for vials and bottles.

To be considered for award, offerors must submit a price for the base year for all line items within a group or groups proposed to be considered for award.

The Producer Price Index (PPI) will be utilized for adjustments to offered prices every six months at the time fof.

of the first option year. See C.3 VAAR 852.216-71 on pg. 28.

Prices offered shall not exceed two decimal places.

Offered prices must include the Cost Recovery Fee of 0.5%, as outlined in Scope of Contract.

See CONTINUATION Page X X X 1 scan Continuation of SF-1449, Block 3:

The following information shall be entered by the Contracting Officer at the time of contract award according to the timeframes specified in this solicitation’s Section B, Scope of Contract, Section 1.4 Contract Effective Date, Implementation Period, and Ordering Period.

Contract Award/Effective Date: ___________________ Implementation Period: __________________________ Ordering Period (Base Year): _____________________ Offerors shall not enter information into the above fields.

Continuation of SF-1449:

To be considered for award, offerors must propose prices for all line items within a product group or groups proposed. One award will be made for Groups 1-4: Vials. Groups 5-7; Bottles & Caps may be awarded separately by group for a possible three awards; totaling four possible awards for vials and bottles. Note that if a single offeror is awarded all groups, a single contract award including all line items/groups will be issued. Offered prices shall not exceed two decimal places.

GROUP 1 - VA only; VA Logo required

GROUP 2 - IHS & BOP; NO VA Logo required

GROUP 3 - VA only; VA Logo required

GROUP 4 - IHS & BOP; NO VA Logo required

GROUP 5-7 - VA, IHS, BOP; NO VA Logo; not used in automation machines

Vials Groups 1 & 2 are identical products and Groups 3 & 4 are identical products with the difference being Groups 1 and 3 are for VA estimates and requires the VA logo on the caps. OGA requirements listed for Groups 2 & 4 do not require the VA logo on the caps.

Please complete offered prices in Attached Excel Sheet. Optional to include prices below.

GROUP 1 (VA - Requires VA Logo) Amber vial, plastic, round, minimum 4-1/8" circumference, minimum 2" high, for use with safety caps (press down and turn) and non-safety snap caps; one-piece closure, no fitment. Vials and caps must meet USP light transmission and moisture tight container requirements. Vial opening instructions must be legibly embossed or permanently marked in contrasting color on cap surface. Current ScriptPro compatibility required. No recalibration of the ScriptPro machines to fit the offeror’s product as it is cost prohibitive.

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Group 2 - (OGA No VA Logo) Amber vial, plastic, round, minimum 4-1/8" circumference, minimum 2" high, for use with safety caps (press down and turn) and non-safety snap caps; one-piece closure, no fitment. Vials and caps must meet USP light transmission and moisture tight container requirements. Vial opening instructions must be legibly embossed or permanently marked in contrasting color on cap surface.

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GROUP 3 (VA - Requires VA Logo) Amber vial, plastic, round, minimum, 4-1/8" circumference, minimum 2" high, for use with safety caps (squeeze and turn) and non-safety snap caps; two-piece closure, fitment inserted and reversible screw cap. Vials and caps must meet USP light transmission and moisture tight container requirements. Vial opening instructions to be legibly embossed or permanently marked in contrasting color on cap surface- Must be compatible with ScriptPro automated equipment.

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GROUP 4 - (OGA - no VA Logo) Amber vial, plastic, round, minimum, 4-1/8" circumference, minimum 2" high, for use with safety caps (squeeze and turn) and non-safety snap caps; two-piece closure, fitment inserted and reversible screw cap. Vials and caps must meet USP light transmission and moisture tight container requirements. Vial opening instructions to be legibly embossed or permanently marked in contrasting color on cap surface- Must be compatible with ScriptPro automated equipment.

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Group 5 - 7 - Schedule of Supplies VA, IHS, BOP, Is NOT used in automation. There is no need to be compatibility with automated equipment

Group 5 - Jars, Ointment: Opaque, white, polypropylene (PP) plastic ointment jar, single walled, molded screw caps. Must meet USP light transmission and moisture tight container requirements.

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Group 6 - Bottles, Liquid: Amber, polyethylene terephthalate (PET) resin, single walled, child-resistant cap with embossed opening instructions. Bottle to contain graduated markings. Must meet USP light transmission and moisture tight container requirements.

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BT & CAP

Group 7 - Bottle, safety cap, wide mouth packer, screw neck, round, opaque white high density polyethylene with child-resistant (palm and turn) type cap. Bottles and caps must meet USP light transmission and moisture tight container requirements

(300-325cc)

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(400-425cc)

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(500-525cc)

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The government is specifying no package/case size; therefore, any commercial package size is acceptable. The package size will not be evaluated, only price of the vials/bottles and caps.

VA Logo design requirements (two colors) for Groups 1 & 3, VA Vial groups, are included in Attachment B to the solicitation.

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

CONTINUATION OF STANDARD FORM 1449: SCHEDULE OF SUPPLIES/SERVICES

Please be advised the following are included in the solicitation and are highlighted here.

Proposals will be accepted in Microsoft Word or PDF form via e-mail at Teresa.hussain@va.gov with a scanned (pdf) copy of the signed SF-1449. Please note that faxed proposals are not acceptable and will be rejected. Please note, zip files and folders are rejected by Department of Veterans Affairs (VA) National Acquisition Center (NAC) servers, and emails with large attachments may not be received. VA suggests that offerors submit their proposals well before the deadline and confirm receipt of all attachments with the Contracting Officer listed on the SF-1449. Reference Federal Acquisition Regulation (FAR) 52.212-1(f) regarding timeliness of submission of offers.

If the offeror is not the manufacturer of the offered items, the offeror shall submit a Letter of Commitment from the manufacturer to the offeror which will assure the offeror of a source of supply sufficient to satisfy the Government's requirements for the contract period. “Manufacturer” is defined as the entity which is engaged in the production, preparation, propagation, compounding, conversion, or processing to form products, whether directly or indirectly by extraction from substances of natural origin, independently by means of chemical synthesis, or by a combination of extraction and chemical synthesis. An acceptable Letter of Commitment is required from all distributor-offerors to be eligible for award. The offeror must maintain the same manufacturer for the duration of the contract period, unless the Contracting Officer makes a determination that a change in the manufacturer is acceptable. This determination may take place before or after contract award. If the offeror is not a manufacturer, to be eligible for award, offerors must submit a Letter of Commitment that meets all requirements stated in the Addendum to FAR 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES.

Groups 1-4, 5, 6, and 7 represent separate requirements for purposes of award, of Federal Acquisition Regulation (FAR) clause 52.217-9, “Option to Extend the Term of the Contract “and FAR Clause 52.233-3, “Service of Protest.” For determining the lowest-priced, technically acceptable offer(s) the Government will evaluate the Vials (Groups 1-4) and each Bottle group (Groups 5-7) separately. Proposals that fail to include a price for the base year for all line items within the group proposed may be rejected and may receive no further consideration. Award will be made in the aggregate to the responsible contractor(s) per individual product group or a combination of product groups if this results in the lowest overall price to the Government for a possible four awards. To be considered for award, offerors must propose prices for all line items for the base year for all the items within a product group or groups proposed: Group 1 – line items 1a-1u; Group 2 – line items 2a–2u; Group 3 – line items 3a–3za; Group 4 – line items 4a–4za; Group 5 – line items 5a-5e, Group 6 – line items 6a-6g; and Group 7 – line item 7a-7c. If a single offeror is awarded multiple product groups, a single contract award will be issued containing all groups for which that offeror was successful. Proposals that fail to include a price for each line item within the group proposed may be rejected and receive no further consideration.

(Refer to Schedule of Supplies for package size details and estimates)

Offered prices shall include a 0.50% Cost Recovery Fee (See Scope of Contract, Section 12).

The Government will evaluate offers in accordance with the policies and procedures of the FAR Part 12, Part 15, and Part 25.

Acknowledgement of Amendments. The following amendments are acknowledged as part of this solicitation. (Please complete if applicable)

The System for Award Management (SAM) is the Official U.S. Government system for registering to do business with the federal government, completing company representations and certifications, listing contract opportunities, and more. Contractors should go to www.sam.gov to find their information. Training tools are available on the SAM website for familiarization with the SAM system. Prospective contractors shall maintain a current and accurate record in the SAM database. SAM updates are required, as necessary, but at least annually.

Subcontracting Plan Requirements: Pursuant to the requirements of 15 U.S.C. § 644, all large business concerns are required to have an approved subcontracting plan for contracts valued over $750,000 before the Government can award a contract (see FAR 52.219-9 and VAAR 852.219-70 for details). Offerors must submit a currently approved commercial plan or a new plan for review and approval. Attachment “D” includes all of the elements required to be addressed and is included to facilitate the submission of a subcontracting plan.

As prescribed in FAR Subpart 42.15, VA evaluates contractor performance on all contracts that exceed the Simplified Acquisition Threshold and shares those evaluations with other federal government agencies. The FAR requires that the contractor be provided an opportunity to comment on past performance evaluations prior to each report closing. To fulfill this requirement, VA will be using an online database, the Contractor Performance Assessment Reporting System (CPARS). Annual reporting of past performance will be completed at http://www.cpars.gov and uploaded to PPIRS (Past Performance Information Retrieval System).

SCOPE OF CONTRACT

1. INTRODUCTION

1.1 Background. All Ordering Activities under the VA acquire their products requirements through their Pharmaceutical Prime Vendor (PPV) Program, hereafter referred to as the VA PPV Program. The PPV Program is a separate contract which establish the fees for the distribution of pharmaceutical products that are distributed through the PPV Program on Federal Government (i.e., Federal Supply Schedules, National Standardization) contracts. A contract resulting from this solicitation establishes the VA National Contract prices for the products listed in the schedule of supplies that will be distributed through the PPV Program. Section 2.1, “Government Participants” lists the PPV Program participants that will be authorized users of the contract resulting from this solicitation. The contractor shall follow all appropriate requirements as implemented in Drug Supply Chain Security Act (DSCSA). See Section 7 of the Scope of Contract for DSCSA details.

1.2 Purpose and Objectives. The purpose of this solicitation is to establish a supply source that will provide the products listed in the schedule for purchase through the PPV Program. The total annual estimated usage for VA, Federal Health Care Center (FHCC), State Veterans Homes (SVH) - Option 2, Indian Health Service (IHS), and Bureau of Prisons (BOP) appears on the Schedule of Supplies section of this Solicitation. The objective of such a contract is to ensure availability and consistency of product for nationwide usage and to obtain volume-based, committed-use pricing.

1.3 Government Purchase Compliance. VA, FHCC, SVH (Option 2), IHS, and BOP will purchase their requirements for the products listed in the schedule through the PPV Program except when: (1) for Vials Groups 1-4 facilities do not have ScriptPro dispensing machines (2) the contracted items are unavailable to meet the needs of the Government, or (2) an alternate is requested by the prescribing healthcare provider, or (3) additionally, IHS will not participate if the awardee does not have a Centers of Medicare or Medicaid (CMS) reimbursable product(s). In the event that exception 1, 2, or 3 applies, these instances will be considered exceptions to Section C.2 – 52.216-21, Requirements. VA’s PPV contract has ordering lock-out procedures in place to support VA contract compliance and to prevent purchases of non-contract products. Participants of the VA PPV Program include VA, FHCC, SVH (Option 2), IHS, and BOP.

1.4 Contract Effective Date, Implementation Period, and Ordering Period.

(A) Contract Effective Date. The contract will be effective on the date the Contracting Officer signs the SF-1449 and notifies the offeror (contractor) of award.

(B) Implementation Period. The timeframe beginning on the Contract Effective Date and ending at the start of the Ordering Period in which PPVs begin placing orders with the contractor for delivery to the multiple PPV distribution centers is the Implementation Period.

Contractors will be allowed a maximum of a 60-day Implementation period (but may be shorter than 60 calendar days if mutually agreed between the contractor and the Government) if the contract is awarded after June 18, 2024. If the contract is awarded prior to June 18, 2024, the Implementation period will begin when the contract is awarded and end on August 18, 2024.

There are approximately 31 VA PPV Distribution Centers nationwide. The contractor shall ensure that sufficient inventory of contract items awarded under this solicitation is available, and that chargeback agreements with the PPV have been executed with sufficient time to permit the PPV to begin timely distribution of Government orders by the expiration of the contract implementation period. The current PPV is listed as attachment “A” of this solicitation. The current PPV may change, and the contractor will be notified of any changes in PPV contractors during the term of the contract resulting from this solicitation. Payment terms, time, and place of delivery to PPV distribution centers and other business-to-business agreement terms shall be agreed upon between the PPV contractor and the contractor awarded a contract from this solicitation. The Contracting Officer shall be notified by the contractor if any business-to-business-agreements cannot be reached with the PPV by 15 calendar days before commencement of the Ordering Period. Failure or refusal to reach agreement with the PPV shall constitute sufficient cause for terminating the contract under FAR 52.212-4(m), Contract Terms and Conditions-Commercial Products and Commercial Services, Termination for Cause.

(C) Ordering Period. The Ordering Period begins at the expiration of the Implementation Period. The base year Ordering Period will be in effect for the period of one (1) year. During this period, Government participants place orders with the PPVs, who ship product to the Government participants. The PPVs shall order product from the Contractor and the Contractor shall ship to the PPVs in accordance with the terms of the Contractor and PPV business-to-business agreements.

(D) At the time of contract award, the Contracting Officer shall indicate the contract Effective Date, Implementation Period, and Ordering Period on Page 2 of the SF-1449, in accordance with the timeframes specified in this section.

1.5 Contract Duration. The contract resulting hereunder will be in effect for the duration of the Implementation Period described in Section 1.4 plus one (1) year Ordering Period with four (4) one (1) year option (ordering) periods that may be exercised unilaterally by the Government in accordance with FAR 17.207 and FAR 52.217-9.

1.6 Special Contract Considerations. As discussed in Section 1.2, this solicitation establishes a supply source to provide the products listed in the schedule for purchase through the PPV programs. Additionally, as outlined in Section 1.4, the awarded offeror (contractor) under this solicitation must reach a business-to-business agreement with the respective PPV programs. Because the PPV programs distribute the supplies sourced from this solicitation, special contract considerations apply.

Under this resulting contract, the contractor will be receiving payments from the PPV program instead of directly from the Government. Due to this unique payment structure, contractors are not permitted to assign their rights to receive payment under this contract. Additionally, disputes arising between a contractor and any authorized Government Prime Vendor(s) do not give rise to a “claim” under the Disputes Clause. Finally, no invoices will be provided from the contractor to the Government ordering facilities. Instead, the contractor shall submit invoices in accordance with the business-to-business agreements reached with the PPV program.

2. EXTENT OF OBLIGATION

2.1 Government Participants. The contractor shall provide the products specified in the schedule at the prices awarded herein for the facilities/agencies below (requirements for FHCC and Opt 2 SVHs are included in VA estimated quantities):

· All Department of Veterans Affairs (VA) facilities

· All Indian Health Service (IHS) facilities

· All Bureau of Prisons (BOP) facilities

· Captain James A. Lovell Federal Health Care Center (FHCC)

· All Option 2 State Veteran Homes (See Section 2.2 State Veteran Homes)

A database of all facilities authorized to use the VA PPV Program may be downloaded from the National Acquisition Center’s web site at http://www.va.gov/oal/business/nc/ppv.asp.

2.2 State Veteran Homes (SVHs). There are numerous SVHs that have entered into sharing agreements with VA Medical Centers (VAMCs). The SVHs with sharing agreements that participate in the VA PPV Program are identified as being one of two types: Option 1 or Option 2.

Option 1: The SVH orders products directly from the VA PPV and pays the VA PPV for all items purchased. An Option 1 SVH is not eligible for national contract prices awarded under this solicitation unless it is specifically named in the scope of contract or added after award by mutual agreement between the contractor and the Government.

Option 2: The VAMC authorizes the SVH’s order, and the VAMC makes payment to the VA PPV for all products ordered by the SVH. An Option 2 SVH is eligible for the national contract prices awarded under this solicitation.

2.3 Product Samples. Offerors shall provide one sample for each line item proposed for Groups 2 & 4 (vials and caps) and Groups 5-7 (bottles and caps), that is a true representation of the vials/bottles that would be used to fulfill the requirements of this solicitation. For purposes of evaluation, samples should only be submitted for Groups 2 & 4 as Groups 1 and 3 are identical to Group 2 and Group 4 respectively but with the VA Logo. Samples will be used to evaluate compliance with the salient characteristics listed in (3.1) Product Requirements of the Scope of the Contract and will not be returned. (See FAR Clause 52.212-1(c)) The samples must be received at the address listed below by the due date for offers. Please provide a shipping tracking number along with your offer. If the samples are sent directly from the manufacturer, please ensure that the name of the offeror is provided with the samples.

Samples should be mailed to:

Each offeror shall also provide documentation of internal or external test results for USP light transmission and moisture tight requirements for all Groups 1 - 7. Any offer whose proposed samples fail to meet the minimum requirements shall be rejected and shall receive no further consideration.

2.4 Estimated Quantities. The quantities in the schedule reflect the combined usage of all VA (inclusive of FHCC and Option 2 SVH), IHS, and BOP activities currently participating in the PPV Program. These estimated annual requirements do not include those of any other Government agency, including those currently participating in the VA PPV Program (e.g. Immigration and Customs Enforcement, Option 1 State Veteran’s Homes). The estimated usage cited in the Schedule is the Government’s total estimated usage for the strengths listed. There is no expressed or implied guarantee that the estimated quantity will be purchased under this contract. Actual quantities purchased may exceed or be less than those represented.

3. PRODUCT, PACKAGING, AND LABELING REQUIREMENTS

3.2 Packaging Requirements.

The government is not specifying any package/case sizes; therefore, any commercial package size is acceptable. The package size will not be evaluated, only the individual price of the vials, bottles, and caps. Offeror shall provide the product number/ package size for each line item.

4. COST RECOVERY FEE AND SUBMISSION OF QUARTERLY SALES REPORTS

(a) Quarterly Sales Reports. The Contractor shall report all contract sales under this contract and submit collected Cost Recovery Fees 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 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). A Cost Recovery Fee equivalent to 0.5 % of the current contract price shall be collected from all contract users. The 0.5 % Cost Recovery Fee shall be imbedded in the awarded contract prices and offers submitted in response to this solicitation shall include the Cost Recovery Fee in every line item price offered. The reported contract sales shall include the Cost Recovery Fee and each quarterly report shall show the total Cost Recovery 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.

(2) Contract sales reports are due to the Contracting Officer within 30 calendar days following the completion of each reporting quarter or completion of the contract, whichever occurs first. A report is required even when no billings or invoices are issued, or no orders are received during the contract period.

(3) The sales report signed by an authorized representative of the contractor shall be emailed to the Contracting Officer.

(4) In addition to the submission of quarterly sales reports due to the Contracting Officer within 30 calendar days after the end of each reporting quarter, contractors shall provide copies of sales reports simultaneously with contractor’s Cost Recovery Fee payment submissions via email to: AMMHINBOCFISCAL@VA.GOV.

(b) The 0.5% Cost Recovery Fee amount shall be paid electronically via Collections Information Repository (CIR)/Automated Clearing House (ACH). CIR/ACH credit instructions will be provided to the contractor upon contract award. When the contractor has multiple national contracts, the fee may be consolidated into one electronic payment. When the electronic payment is made, the contractor shall submit an email to AMMHINBOCFISCAL@VA.GOV to identify the contract number (or numbers, if the payment covered multiple contracts) included, dollar amount remitted for each contract number, and reporting quarter. The Cost Recovery Fee payment is due to the VA Fiscal Division at the same time the sales report is due to the Contracting Officer (i.e., within 30 calendar days following the completion of each reporting quarter or completion of the contract).

Cost Recovery Fee payments shall not be combined with any Industrial Fund Fee payments. Contractors shall remit separately any Industrial Fund Fee payments in support of any of the Contractor’s Federal Supply Schedule contracts.

(c) The Government reserves the right to inspect without further notice, such records of the Contractor as pertain to sales under any contract resulting from this solicitation. Willful failure or refusal to furnish the required reports, or falsification thereof, shall constitute sufficient cause for terminating the contract under FAR 52.212-4(m), Contract Terms and Conditions - Commercial Products and Commercial Services, Termination for Cause.

(d) Failure to remit the full amount of the Cost Recovery Fee 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 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 52.212-4(i)(6)). Should the Contractor fail to submit the required sales reports, falsify them, or fail to timely pay the Cost Recovery Fee, the Government shall have, in addition to the rights and remedies described in this section, all other rights and remedies permitted by Federal law and statutes.

36E79724R0016

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; 41 U.S.C. 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…