36C25922Q0139.docx

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. 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

36C25922Q0139 01-21-2022 Frankie Emler 918.577.3923 01-27-2022 15:00

CST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee

OK

74401 X X 811219 $22 Million N/A X Department of Veterans Affairs Oklahoma City VA Health Care System 921 N.E. 13th St.

Oklahoma City

OK

73104 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee

OK

74401

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Excimer Laser (Semi-Annual and Annual) Preventive Maintenance.

Place of Performance:

Oklahoma City VA Health Care System 921 N.E. 13th St.

Oklahoma City, OK 73104 Evaluation of Solicitation:

1. Price.

2. Certification/Licenses and/or Proof of Experience.

Respond to Solicitation: Email Frances.Emler@va.gov date and time in block 8.

See CONTINUATION Page X X Lance Davis

NCO1616L2-5045

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 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

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 Financial Service 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 CONTRACTOR PAYMENT REQUESTS

Contractor e-Invoice Set-Up Information: 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 question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Access the web site for more invoicing instructions: https://www.fsc.va.gov/einvoice.asp

· Tungsten e-Invoice Setup Information: 1-877-489-6135

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

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Payment requests may be impacted if contractor fails to maintain SAM registration, has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has transferred the assets used in performing the contract. Refer to FAR clause 52.204-13.

Performance Work Statement (PWS) Preventive Maintenance On CVX-300 Excimer Laser Department of Veterans Affairs (VA) Veterans Health Administration (VHA)

PURPOSE: Veterans Affairs requires a contractor to provide semi-annual and annual Preventative Maintenance service on the CVX-300 Excimer Laser at the Oklahoma City VA Health Care System. Services are to be performed in accordance with this PWS and to OEM standards, with the intent of ensuring the equipment operates as the original manufacturer intended, uninterrupted (95% uptime), in a cost-effective, efficient manner, contributing to the VA Mission.

This is a non-personal services contract. The Contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose of fulfilling the PWS and shall be considered employees of the Contractor. Contractor shall furnish all labor, materials, parts, equipment, tools, shipping, transportation, insurances, licenses, certifications and supervision necessary to provide services in accordance with this Performance Work Statement (PWS). The Contractor is responsible for all charges and fees related to disposal. For a contract of this size, scope and complexity, the successful Contractor must perform in a professional manner as recognized by commercial industry standards as good to excellent.

BACKGROUND:

Equipment: The following systems of equipment require service under this contract. This includes sub-systems, components, software, hardware, and parts.

Equipment Description

PMI Number

PERFORMANCE: Contractor shall provide OEM-trained technicians to perform OEM-standard services on equipment in this PWS. Services on the equipment include 2 preventative maintenance visits per year (February and August).

TASK AND REQUIREMENTS: All work performed shall be in accordance with manufacturer’s specifications, including but not limited to adjustments, calibrating, cleaning, lubricating, testing, disassembly, checkout, replacement of parts, etc. required to keep the equipment in operating condition. Contractor must guarantee 95% up time for the equipment. Contractor shall guarantee that all equipment covered by this contract shall be in optimum working condition at the completion of each contracted Period of Performance. Contractor will make every attempt to maintain and repair equipment on-site within a reasonable time unless local environment prohibits on-site attendance. Failing this, contractor will provide substitute equipment in the event a repair continues beyond the reasonable time frame.

A reasonable time frame ensures the VA mission continues uninterrupted with no loss, damage or suffering to VA patients and resources.

PREVENTIVE MAINTENANCE: Contractor shall provide periodic preventive maintenance service on equipment within the interval(s) set by the OEM (i.e., Annual, Semi-Annual, Quarterly), in scheduled month of each contracted Period of Performance, including all work between Standard Business Hours, weekend hours, and non-standard hours, and arranged through the COR. The contractor shall work with the COR, Surgery service and Sterile Processing Service to not disrupt patient care by scheduling PM visits in advance. The visits will include equipment verification by an OEM-trained technician. Before the expiration of each period of performance, the contractor shall provide the COR with a report certifying the equipment listed in this PWS has been calibrated to O.E.M. standards not less than OEM recommended interval(s) during the contract period. All parts shall be O.E.M. standard or certified.

HOURS OF WORK: This service will be completed Monday-Friday between the hours of 7:00 AM and 3:00 PM unless prior arrangements are requested and approved by the Contracting Officer Representative. Federal Holidays are excluded. The Contractor shall notify the Contracting Officer’s Representative (COR), Environmental Management Service, at least three (3) days prior to beginning services.

SOFTWARE UPDATES: Contractor shall provide any software updates, as they become available, for all equipment, at no additional cost. All software changes made become the property of the VA.

HELP DESK SUPPORT: Contractor shall provide emergency telephone support during Standard Business Hours, as a minimum at no additional charge, with phone calls returned no later than 2 hours after a voice message has been left by the COR.

MODIFICATIONS: If contractor or external hazard assessment/notification by the FDA, NCPS, or CEOSH determines that a modification is necessary to address safety concerns or reliability, installation and modification will be performed at no additional charge.

PARTS: As part of the OEM-standard of service required on this contract, contractor must provide unique and/or high mortality replacement parts. All parts will be O.E.M. recommended parts. Contractor must provide repair services on batteries and handpieces, at no additional cost to the government. This includes provision of replacement/loaner parts and shipment costs, such as loaner handpieces. To maintain continuity of patient care, contractor must ship replacement/loaner handpieces overnight to the VA within 48 hours of receipt of notice by the VA that a hand piece needs to be repaired due to normal wear and tear. Once the loaner is received by the VA, the VA will ship the government-owned hand piece to the contractor.

If the government-owned hand piece is not able to be repaired the contractor must return the broken handpiece to the VA with written notification of what prevented the repair and the issues causing the part not to function the way the OEM intended.

If any contractor personnel performing service on site at the VA brings parts, devices, or equipment that have serial numbers and will be used in patient care, these items must be checked in upon entry and checked out upon exiting the VA with both Logistics and Biomed departments.

SHIPMENT: Contractor shall be responsible for shipment of repair parts and substitute equipment at no expense to the government, with FOB destination terms applicable in these circumstances, and in favor of the VA Medical Center at this location. All shipments, labels, invoices and correspondence related to this contract must include the contract number and marked “Attn: COR/Local VA POC [insert individual name]”. Contractor must email the local VA POC or COR with carrier and tracking information in advance of all shipment of parts and equipment so the VA may be prepared to receive the items and track them to avoid loss.

QUALITY

Contractor shall ensure that their services, staff and equipment used in the performance of this contract conform and comply with the latest industry service standards, information, guidance, regulations and publications of the following:

1) AAMI-ANSI ST-79:2010 Part 7.7 standards (Servicing and Repairs of Devices in the Health Care Facility). This can be obtained at http://www.aami.org/publications/standards/st79.html

2) IAHCSMM - International Association of Healthcare Central Service Materiel Management

3) US FDA – US Food and Drug Administration

4) CDC – Centers for Disease Control and Prevention

5) CDRH – Center for Devices and Radiological Health

6) ISO (As a minimum: ISO 9001:2008 Certification and ISO 13485:2003 certification (medical devices))

7) ASQ – American Society for Quality

8) UL – Underwriters Laboratories

9) OSHA – Occupational Safety and Health Administration

REMEDY OR REWORK: Rework or Remedy is defined as performing the Service again until the Purpose of this PWS is achieved in full. This involves less than Satisfactory Service by the Contractor and as noted by the COR.

Rework or Remedy must occur within 3 business days of the notice of the rework or remedy requirement from the COR and at no additional cost to the Government.

Inspection and Acceptance of Services: The Government reserves the right to inspect and test services in accordance with this PWS and the Contract. The only individual authorized to officially accept services is the COR. While inspection of services may be delegated by the COR and a shared responsibility with departmental management staff, the COR is ultimately the only authorized individual to approve and accept services on behalf of the VA.

DELIVERABLES:

Contractor is responsible for providing Service Reports for every service. A Service Report is required for all:

1) outgoing serviced equipment with an inventory of all equipment collected by the contractor, and

2) incoming serviced equipment with an inventory of all equipment completely serviced and delivered by the contractor and with the Service Report provided to the COR at the time of delivery of serviced equipment.

Such documentation shall meet the guidelines as set forth in the Conformance Standards.

In addition, each Service Report shall, at a minimum, document the following data legibly and in complete detail:

1) Name of contractor and contract number.

2) Name of Field Technician who performed services.

3) Contractor’s Service Report number/log number.

4) Date and time (arrival and departure) of Field Technician on-site at VA collecting and delivering equipment

5) VA purchase order number

6) Description of problem reported by COR.

7) Details of Equipment serviced:

a. Equipment set numbers

b. Device name, instrument type

c. Serial number

d. Any other manufacturer's identification numbers.

e. PMR and Service description

8) Total Itemized Cost of all parts and/or services provided

9) Signatures:

a. Field Technician performing services described.

b. COR acceptance signature

INVOICES: The contractor must include the Service Report number on the associated invoice.

Service Reports (Engineers Service Report (ESR) or Service Report) When the service is completed, the Field Technician shall document services rendered on a legible Service Report(s). During Check In/Check Out procedures with the COR, the Field Technician must provide the COR with the Service Report(s) for that service visit. ESR can be submitted electronically to the COR, not exceeding 5mb in size, following service completion yet before the Technician departs the location to ensure the COR has an opportunity to review and provide an acceptance signature. All Service Reports shall be submitted to the COR for an "acceptance signature". If the COR is unavailable, a signed copy of the Service Report shall be sent to the Contractor after the work can be reviewed (if requested or noted on the Service Report).

The Contractor shall immediately, but no later than 24 (twenty-four) consecutive hours after discovery, notify the COR (in writing) of the existence or the development of any defects in the equipment submitted for service which the Contractor considers he/she is not responsible for under the terms of the contract and where replacement is recommended.

TECHNICAL QUALIFICATIONS

Calibration of Vendor’s Equipment: Contractor must provide the COR with certification attesting that all gauging and measurement equipment used to check and calibrate the subject items of equipment has been calibrated either according to the manufacturer’s specifications or within the last twelve months against a standard that is traceable to the National Bureau of Standards.

Contractor must provide the COR with such documentation, as a minimum:

1. Within 5 business days of contract award,

1. Within 5 business days after renewal or extension of services in accordance with, and if permitted by applicable FAR clause, and in advance of commencing services on equipment identified in this PWS.

PARTS REPLACEMENT: If any equipment becomes inoperable or it is determined that parts need to be replaced, the contractor will provide the VA POC with a quote for needed repairs, to include all parts and labor. The VA reserves the right to either Modify the current contract for repairs or to post a new Solicitation in order to ensure a "Fair & Reasonable" price of repairs.

B.3 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

INTRODUCTION

This quality assurance surveillance plan (QASP) is pursuant to the requirements listed in the performance work statement (SOW). This plan sets forth the procedures and guidelines the VA will use in ensuring the required performance standards or services levels are achieved by the contractor.

Purpose The purpose of the QASP is to describe the systematic methods used to monitor performance and to identify the required documentation and the resources to be employed. The QASP provides a means for evaluating whether the contractor is meeting the performance standards/quality levels identified in the SOW and the contractor’s quality control plan (QCP), and to ensure that the government pays only for the level of services received.

Methodologies to Monitor Performance

Surveillance Techniques In an effort to minimize the performance management burden, simplified surveillance methods shall be used by the government to evaluate contractor performance when appropriate. The primary methods of surveillance are:

· Random monitoring - which shall be performed by the COR/COR designated inspector. An example of a sampled week could be the COR sampling four successive waiting times for each of five days in one week.

· 100% Inspection – The COR shall review the generated documentation and enter summary results into the Surveillance Activity Checklist after each inspection.

· Periodic Inspection – COR typically performs the periodic inspection which should align with the frequency of required services per the SOW, such as weekly or monthly, depending on the required task.

· Customer Feedback The contractor is expected to establish and maintain professional communication between its employees and customers. The primary objective of this communication is customer satisfaction. Customer satisfaction is the most significant external indicator of the success and effectiveness of all services provided and can be measured through customer complaints.

Customer feedback may also be obtained either from the results of formal customer satisfaction surveys or from random customer complaints.

QASP ATTACHMENT 1: PERFORMANCE REQUIREMENTS SUMMARY

Non-compliance forwarded to CO for Cure Notice / FAR Remediation

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

CVX-300 Excimer Laser Semi-Annual Preventive Maintenance Service (to be completed February) in accordance with the PWS.

Contract Period: Base POP Begin: 02-01-2022 POP End: 01-31-2023 PRINCIPAL NAICS CODE: 811219 - Other Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Annual Preventive Maintenance Service (to be completed August) in accordance with the PWS.

Contract Period: Base POP Begin: 02-01-2022 POP End: 01-31-2023

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Semi-Annual Preventive Maintenance Service (to be completed February) in accordance with the PWS.

Contract Period: Option 1 POP Begin: 02-01-2023 POP End: 01-31-2024

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Annual Preventive Maintenance Service (to be completed August) in accordance with the PWS.

Contract Period: Option 1 POP Begin: 02-01-2023 POP End: 01-31-2024

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Semi-Annual Preventive Maintenance Service (to be completed February) in accordance with the PWS.

Contract Period: Option 2 POP Begin: 02-01-2024 POP End: 01-31-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Annual Preventive Maintenance Service (to be completed August) in accordance with the PWS.

Contract Period: Option 2 POP Begin: 02-01-2024 POP End: 01-31-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Semi-Annual Preventive Maintenance Service (to be completed February) in accordance with the PWS.

Contract Period: Option 3 POP Begin: 02-01-2025 POP End: 01-31-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Annual Preventive Maintenance Service (to be completed August) in accordance with the PWS.

Contract Period: Option 3 POP Begin: 02-01-2025 POP End: 01-31-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Semi-Annual Preventive Maintenance Service (to be completed February) in accordance with the PWS.

Contract Period: Option 4 POP Begin: 02-01-2026 POP End: 01-31-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

CVX-300 Excimer Laser Annual Preventive Maintenance Service (to be completed August) in accordance with the PWS.

Contract Period: Option 4 POP Begin: 02-01-2026 POP End: 01-31-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

B.5 COVID-19 HEALTH REQUIREMENTS

Employee Physical Health: Contractor's employees are expected to be in good physical health and able to work in patient care areas without risk to the patients. No personnel shall be assigned to this contract who are not in good physical health or pose a risk to patients. Contractor's personnel who acquire a communicable illness shall not perform service under the contract and shall be free of illness before returning to work. All employees will be screened daily upon arriving on the VA Medical Center property, any contract worker complaining of or showing symptoms will be sent away and must quarantine for 14 days (unless they provide a Doctor’s note stating they are able to work and are not contagious).

If a contractor refuses screening, they can be denied access to the facility. 38 C.F.R. § 1.218(a)(1) vests the Secretary or his designee with authority to close facilities or portions of facilities that are under the charge and control of VA to the public. This includes the authority to prohibit contractors from entering VA facilities, if they refuse to undergo screening measures. Additionally, FAR 52.212-4(q) requires contractors to comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under contracts for commercial services and supplies.

The CDC states that employees, including contractors, with symptoms of influenza-like illness at work during a pandemic should leave the workplace. The CDC provides guidance for the workplace which OMB references in their COVID-19 guidance. The CDC recommends that employees who appear to have acute respiratory illness symptoms (i.e. cough, shortness of breath) upon arrival to work, or become sick during the day, should be sent home immediately. Additionally, if the employee is asymptomatic but tests positive, the employee should be sent home immediately. The responsible Contracting Officer must be notified immediately.

It is incumbent upon the contractor to familiarize themselves with Oklahoma’s state quarantine rules by visiting the latest information on the web. Suggested sites are listed below.

https://oklahoma.gov/covid19.html B.6 VHA Supplemental Contract Requirements for Combatting COVID-19

VHA Supplemental Contract Requirements for Combatting COVID-19

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

a. Documentation requirements:

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

i. 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.

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 COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct 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.

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.

1. For indefinite delivery contracts: Contractor agrees to comply with VHA Supplemental Contract Requirements for any task or delivery orders issued prior to this modification when performance has already commenced.

36C25922Q0139

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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 15 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 one (1) year.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for…