36C25022Q0357.docx

36C25022Q0357

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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

VETERAN-OWNED

SMALL BUSINESS

(VOSB)

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 ATTA

CHED

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. SIGNAT

URE 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

515-22-2-074-1353 36C25022Q0357 03-23-2022 Bryant, Jessica 734-845-5295 04-01-2022 15:00

EDT

Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Suite M2200 Ann Arbor MI 48105 X X Y 811219 $22 Million N/A X Department of Veterans Affair s Battle Creek VA Medical Center ATTN: Supply Chain Management Service 5500 Armstrong Road Battle Creek MI 49009 Y Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Suite M2200 Ann Arbor MI 48105

See website at:

https://www.fsc.va.gov/einvoice.asp for Instructions & for invoicing website at:

https://www.tungsten-network.com/ customer-campaigns/veteransaffairs See CONTINUATION Page The Battle Creek VA Medical Center requires a contractor to provide a Preventative Maintenance program for surgical instruments in accor dance with the Statement of Work (SOW).

All services shall be conducted on-site located at the Battle Creek VA Medical Center and the Wyoming Community Based Outpatient Clinic.

The set-aside is a 100% VIP verified VOSB.

All questions related to this solicitation shall be submitted in writing by the 2nd calender day after the solicitation is posted. Phone calls shall not be accepted.

Quoters that do not provide ALL information listed in Section E Instructions for Submission of Quote may not be determined responsive and may not be considered for award.

See CONTINUATION Page 515-3620160-074-828100-2520 0100441S9 X X X One(1) Sally L. Leitch Contracting Officer Table of Contents

C.9 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)..27

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. Contractor:

Contractor Name

Contractor Address

Contractor Main Phone

Contractor Fax

Contractor Primary POC

Contractor Primary POC Title

Contractor Primary POC Phone

Contractor Primary POC Email

Contractor Alternate POC

Contractor Alternate POC Title

Contractor Alternate POC Phone

Contractor Alternate POC Email

Duns Number

SAM ID Number

Tax ID Number

Business Size

Sub-Contractor Company Name

Duns Number

SAM ID Number

Business Size

b. Government:

Veterans’ Health Administration Network Contracting Office (NCO) 10 8888 Keystone Crossing, Suite 1100 Indianapolis, IN 46240

Veterans’ Health Administration Network Contracting Office (NCO) 10 24 Frank Lloyd Wright Dr., Suite M2200 Ann Arbor, MI 48105

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:

c. Other [x] Monthly in arrears: https://www.tungsten-network.com/customer-campaigns/veteransaffairs/

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.

Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs/

5. Secure Fax: All faxes regarding this contract shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

6. Quote Submission: Quoters shall follow the submission instructions provided in Section E of this solicitation. Quoters that do not submit a complete quote package containing all required items as required in the Statement of Work and in Section E may not be considered for award.

7. Late Quotes: May not be accepted.

8. Questions: All questions shall be submitted via email no later than the 2nd calendar day at 3:00 p.m., Eastern Time, after the issuance of the of the solicitation to Jessica.bryant5@va.gov.

9. Acknowledgement of Amendments: Quoter shall acknowledge all amendments by completing the table below:

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

VENDOR ELECTRONIC INVOICE SUBMISSION REQUIREMENTS AND METHODS

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to website: http://www.tungsten-network.com/customer-campaigns/veteransaffairs to enroll in the program and begin submitting the electronic invoices, free of charge.

1. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI website is: http://www.x12.org

1. Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

2. Tungsten e-Invoice Setup Information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

2. FSC e-Invoice Contact Information: 1-877-353-9791

2. FSC e-Invoice email: vafsccshd@va.gov

BILLING AND INVOICING

1. In accordance with this contract, all services shall be billed in after each event.

2. Contractor shall only bill for services rendered and for line items delivered.

3. A proper invoice that is submitted for payment, shall be accepted, and certified for payment if:

i. Invoices shall be submitted in arrears, no later than the 20th business day of the following month that event took place.

ii. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

a. Name and Address of the Contractor

b. Invoice Date and Invoice Number

c. Contract Number

d. Contract Order Number

e. Purchase Order Number

f. Date Range of Services Provided

g. Description of Services Provided

h. Line/Sub-Line-Item number(s) of services provided

i. Quantity of each Line/Sub-Line Item

j. Unit Rate for each Line/Sub-Line Item

k. Total Cost for each Line/Sub-Line Item

l. Total Invoice Cost

4. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

B.3 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

As prescribed in FAR Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts and contracts that exceed $250,000.00 and shares those evaluations with other Federal Government contract specialists and procurement officials. 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 uses an online database, CPARS, which is maintained by the Naval Seal Logistics Center in Portsmouth, New Hampshire. CPARS has connectivity with the Past Performance Information Retrieval System (PPIRS) database, which is available to all federal agencies. PPIRS is the system used to collect and retrieve performance assessment reports used in source selection determinations and completed CPARS report cards transferred to PPIRS. CPARS also includes access to Federal Awardee Performance and Integrity Information System (FAPIIS). FAPIIS is a web-enabled application accessed via CPARS for contractor responsibility determination information.

Each contractor whose contract award is estimated to exceed $250,000.00 requires a CPARs evaluation. A government Focal Point will register your contract within 30 days after award and, at that time, you will receive and email message with a User ID (to be used when reviewing evaluations). Additional information regarding the evaluation process can be found at www.cpars.gov or if you have any questions you may contact the Customer Support Desk at DSN: 684-1690 or COMM: 207-438-1690.

For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor’s performance annually. Interim reports will be filed each year until the last year of the contract, when the final report will be completed. The report shall be assigned in CPARS to the contractor’s designated representative for comment. The contractor representative will have 60 days to submit any comments and re-assign the report to the CO.

Failure for the contractor’s representative to respond to the evaluation within those 60 days will result in the governments evaluation being placed on file in the database with a statement that the contractor failed to respond. The Contractor’s representative will be locked out of the evaluation and may no longer send comments.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Sterile Instrument Maintenance & Repair In accordance with the Statement of Work Battle Creek and Wyoming VA Contract Period: Base POP Begin: 04-27-2022 POP End: 03-31-2023 PRINCIPAL NAICS CODE: 811219 - Other Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Sterile Instrument Maintenance & Repair

Battle Creek and Wyoming VA Contract Period: Option 1 POP Begin: 04-01-2023 POP End: 03-31-2024

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Sterile Instrument Maintenance & Repair

Battle Creek and Wyoming VA Contract Period: Option 2 POP Begin: 04-01-2024 POP End: 03-31-2025

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Sterile Instrument Maintenance & Repair

Battle Creek and Wyoming VA Contract Period: Option 3 POP Begin: 04-01-2025 POP End: 03-31-2026

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

Sterile Instrument Maintenance & Repair

Battle Creek and Wyoming VA Contract Period: Option 4 POP Begin: 04-01-2026 POP End: 03-31-2027

PRODUCT/SERVICE CODE: J066 - Maintenance, Repair, and Rebuilding of Equipment - Instruments and Laboratory Equipment

B.5 STATEMENT OF WORK

SURGICAL INSTRUMENTS REPAIRS, TESTING, AND INSPECTIONS

BATTLE CREEK VA MEDICAL CENTER, BATTLE CREEK, MI.

1. Introduction:

The Battle Creek VA Medical Center (515) requires a contractor that can provide a Preventative Maintenance (PM) program for surgical instrumentation used in the operating room and in clinical procedures. Work shall include all testing, maintenance, repairs, refurbishing, and assessment for instrument replacement. In addition, a one-time, joint, wall-to-wall inventory of all surgical instruments contained within the Sterile Processing Services (SPS) is required at the beginning of the contract at each site. This inspection is required to establish a preventative maintenance program schedule.

2. General Information:

All required services shall be completed once per month at each location. The one (1) visit per month will take place at the Battle Creek VA Medical Center. One (1) visit per month will take place at the Wyoming Community Based Outpatient Clinic. Each visit will be conducted on 15 trays per visit (i.e., 30 trays per month). Services will be required for a period of one-year from the date of award and will include four, one-year options to be exercised at the Governments discretion.

Any additional trays needed will not be processed through this contract and shall be purchased through separate purchase order.

3. Required Services:

3.1 Preventative Maintenance: The contractor shall provide Preventative Maintenance (PM), which consists of aligning, calibrating, refurbishing, cleaning, stain removal, polishing, sharpening, oiling, straightening, adjusting, replacing parts, and maintaining the equipment. Instruments will be provided as components of a specialty tray. Each specialty tray shall consist of 8-30 components for 15 trays per visit, per location totaling 30 trays per month. Requested services are periodic in nature and to the contractor shall maintain the equipment in such a condition that it functions in accordance with its intended manufacturer’s design and functional capacity with minimal malfunctions or inoperative conditions. Recommendations for replacement and/or removal of surgical instruments shall be covered within the scope of PM program. Preventative Maintenance includes the following (By Specialty):

a. Upon award a one-time, joint, wall-to-wall inventory of all surgical instruments contained within each facility (described herein) shall be performed. The contractor shall work with the Sterile Processing Services (SPS) to establish a preventative maintenance and inspection schedule for the items identified during this inventory. A copy of this inventory shall be provided to the COR and Contracting Officer for the contract file.

b. All instruments that can be disassembled, shall be disassembled, and undergo a detailed contractor inspection.

c. Instruments shall not be altered, changed, or tampered with, and shall be repaired following manufacturers original design specifications and in compliance with ANSI-AAMI ST-79 part 7.7 (https://www.aami.org/detail-pages/press-release/updated-steam-sterilization-standard-for-healthcare-facilities-st79-now-available.

d. During preventative maintenance, instruments shall be sharpened, adjusted, aligned, straightened, refurbished, calibrated, cleaned, oiled, and parts replaced in accordance with the manufacturer’s original specifications and configuration, in compliance with ANSI-AAMI ST-79 part 7.7. Any stains, sharp edges and/or scratches shall be removed. Instruments shall have a mirror finished appearance, except for the locator barcode, upon return.

e. All cannulated items shall have interior lumen flushed and inspected.

f. Delicate sharp, pointed instruments shall be returned covered with appropriate tip protectors.

3.2 Instrumentation: Instrumentation includes at minimum: Specialty trays by service (Neuro, Ortho, ENT etc.); curettes, hemostats, scissors, graspers, laparoscopic instruments, rongeurs, dental instruments, repairing minor nicks, bents, rim alignments, remove minor burrs from containers that house the instruments, etc. The brands of instruments being repaired include V. Muller, Katena, Koing, Skar, and more. PM Services and Instrumentation described herein consist of the following:

a. Clinic Repair Services: Consists of instrumentation tasks that can be performed/completed on site

b. Laboratory Repair Services: Consists of repairs needed on instruments that must be done in the laboratory and which cannot be performed on site.

c. Repair Bin: Comprised of instruments (collected from patient care areas) that may require clinic repair services and/or laboratory repair services

4. Specific Mandatory Task and Associated Deliverables:

4.1 Instruments shall be retrieved from and delivered to Sterile Processing Services (SPS) located at:

Retrieve from: Battle Creek VA Medical Center, SPS Preparation Area (Bldg. 139 Rm 19).

Deliver to: Battle Creek VA Medical Center, SPS Decontamination area (Bldg.139 Rm 19).

Retrieve from: Wyoming Community Based Outpatient Clinic, SPS Preparation Area (Bldg. 1000, Rm 101) Deliver to: Wyoming Community Based Outpatient Clinic, SPS Decontamination area (Bldg. 1000, Rm 101)

4.2 Provide preventative maintenance, repairs, and testing of all surgical instruments owned by the VA, which include at minimum: orthopedic (including pneumatic orthopedic instruments), ophthalmic, GU, dental, neurological, laparoscopic, vascular, ENT, gynecological, bariatric, gastrointestinal, and insulated items.

4.3 Surgical instruments maintenance and repair shall be handled with care. All instruments shall be repaired and maintained in proper operating conditions, as specified by the original manufacturer. The contractor shall return instruments in like new condition.

4.4 The contractor shall be required to test instruments for accurate alignment, sharpness, insulation, and calibration per manufacturer’s Instructions for Use (IFU). All returned, inspected, and repaired instruments shall be stain-free and polished to a mirror finish while maintaining locator barcodes.

4.5 Instrument Barcodes: BCVAMC instruments will have their locator barcodes verified at each inspection and re-etched if necessary. If an instrument does not have barcode, Contractor shall apply one. Contractor shall etch barcodes on all new instrumentation.

4.6 All single instruments and surgical trays picked up/delivered by the contractor shall be properly listed/inventoried for accountability verification.

4.7 Provide maintenance and repair for surgical instrument containers and systems components to ensure that all lid gasket vent devices are fully functional in accordance with manufacturer specifications.

4.8 Documentation shall be provided by the contractor for the specific work that is performed. Upon completion of services the contractor shall provide a summary document/end of day report (PowerPoint or equivalent) that contains the following information: date of repair, instrument type, tray description, department, status of instrument repair or resolution, type of repair, and cost. Instruments that are nonrepairable shall be annotated in this log.

4.9 Contractor employee(s) shall report to Sterile Processing Services (SPS) upon arrival at the VA for the pickup and return of instruments. If an instrument cannot be repaired, it shall be returned to SPS. If an instrument requires to be sent out to a third party for repairs by the contractor, the contractor shall obtain verbal approval of a VA SPS Chief, or designee, prior to doing so.

4.10 The contractor shall make recommendations for surgical instrument replacement which may be pertinent to meet the scope of surgical tray completion.

5. VA Monitoring:

5.1 VA will provide continued monitoring of instrument repair quality and turnaround time, as well as contract compliance. This will be progressively monitored by SPS and Contracting Officer Representatives (COR).

5.2 The Chiefs of SPS will monitor contractor instrument pick-up and drop-off through written logs and schedules to ensure that services have been received by the VA. Contractor employee(s) shall report to SPS upon arrival at the VA for the pickup and return of instruments.

5.3 The COR will be responsible for verifying contract compliance. Any incidents of contractor noncompliance as evidenced by the monitoring procedures will be forwarded immediately to the Contracting Officer (CO).

5.4 Documentation of services performed will be reviewed by SPS Chief/Assistant Chief prior to certifying payment.

The Chief/Assistant Chief SPS will perform periodic documents checks to ensure records monitoring. VA will pay only for services performed at VA and at the contractor’s location, and in strict accordance with the price schedule. Contract monitoring and recordkeeping procedures will be utilized to certify invoices for payment and conduct audits to ensure that services were provided.

5.5 The SPS Chief/Assistant Chief will verify that services were performed against the contractor's certified delivery repairs document. Only after verification are invoices certified for payment.

6. Contractor Qualification Requirements:

6.1 All Contractor personnel performing work on this contract shall have the appropriate knowledge, credentials, and certifications relating to the work that is to be performed for the entire duration of the performance period (which includes ISO-9001 certification).

6.2 Contractor shall be compliant with relevant VA Policies and with AAMI ST-79:2010 Part 7.7 standards (Servicing and Repairs of Devices in the Health Care Facility). Work performed shall be in accordance with these policies and with the AAMI standard referenced in this section.

7. SPS and Surgical Service Operating Room (OR) Support:

7.1 VA SPS site and OR Surgery Unit will be the point of contact for all surgical instrument pickups, returns shall be delivered to the SPS decontamination area. The returned instruments shall be inspected and reprocessed in SPS.

7.2 The BC VAMC SPS staff will perform a serviceable quality check of instruments to ensure that they are usable and safe for patient care. Any instrument or tray deemed unusable or unsafe shall be re-processed by SPS and returned to the contractor for additional repairs as necessary at no additional cost to the government.

8. Security Requirements:

8.1 Before work is performed and during the entire performance period the contractor shall ensure they possess or obtain the necessary credentials/badges needed to enter/exit the facility to include obtaining access specific site areas where instruments are located.

On Site personnel are required to complete the VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access or Use to VA Sensitive Information. A copy of the signed training must be submitted to the COR and uploaded into VA Talent Management System (TMS).

Coordination and check in with the VA police and other appropriate security personnel may be required. Contractor shall coordinate with the COR, other their designee if assistance is needed.

C&A requirements do not apply.

9. Progress and Compliance:

9.1 The contractor shall make recommendations for surgical instrument replacement which may be pertinent in meeting the scope of surgical tray completion.

9.2 Continued instrument repairs, quality improvement monitoring, and turnaround time, as well as contract compliance, will be progressively monitored by BCVAMC SPS and the COR.

9.3 All repairs shall be completed according to the terms stated in this Statement of Work.

10. VHA Supplemental Contract Requirements for Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors:

10.1 Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1. If fully vaccinated, shall show proof of vaccination.

NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination

2. If unvaccinated, contractors shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test that includes an affiliated telehealth service.

3. Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4. Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

10.2 Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the following website: COVID-19 Screening Tool. Regularly check the website for updates.

a. Contractor employees who work away from VA locations, but who will have direct patient contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

10.3 Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

10.4 For indefinite delivery indefinite quantity contracts and blanket purchase agreements: Contractor agrees to the VHA Supplemental Contract Requirements for any task order or delivery order issued in the future or prior to this modification when performance has already commenced.

36C25022Q0357

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-8 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.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed six (6) years.

(End of Clause)

C.4 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause) C.6 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.