RFQ 36C26323Q0413 SF1449 Audiology Equipment Calibration Services.docx

36C26323Q0413

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.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

656-23-3-023-0007

03-26-2023 Joseph Bennett 319-688-3633 03-31-2023

04:00 PM

CDT

36C263

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

1303 5th St, Suite 300 Coralville IA 52241

X

811210 $34 Million

N/A

36C656 Multiple locations within St. Cloud VA C/O: Dept. Of Veterans Affairs St. Cloud VA Health Care System 4801 Veterans Drive St. Cloud MN 56303 36C263

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

1303 5th St, Suite 300 Coralville IA 52241

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

512-460-5540

See CONTINUATION Page

Request for Quote under FAR 13 procedures for Commercial Services.

Request for Quote for Calibration Services for Audiology Equipment at St. Cloud VA Medical Center and three

VA Clinics in Minnesota.

Base Period: 04/16/2023 to 04/15/2024 Ordering Period 1: 04/16/2024 to 04/15/2025

Ordering Period 2: 04/16/2025 to 04/15/2026 Ordering Period 3: 04/16/2026 to 04/15/2027

Ordering Period 4: 04/16/2027 to 04/15/2028

At the time of submission of offer, the offeror must have an active registration in the System for Award Management (SAM) at www.sam.gov.

See Statement of Work & Price/Cost Schedule for requirements

Please read entire solicitation

Instructions to Offerors begins on page 36

Offer Submittal Instructions begins on page 40

Basis for Award begins on page 45

See CONTINUATION Page 656-3630160-023-822800-2543-010050192

Joseph Bennett

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:

Business Name:

SAM UEI:

Contact Person:

Email:

Phone:

b. GOVERNMENT: Contracting Officer

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:

· Monthly or Upon Completion of Work or a period agreed between the Contractor and Government.

· Contractor shall submit final invoice on any services performed no later than 30 days after end of the period of performance of the purchase order or contract. This ensures timely closeout of purchase orders and/or contracts.

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 Tungsten Electronic Invoicing VA Tungsten Number: AAA544240062 va.registration@tungsten-network.com Refer to VAAR Clause 852.232-72

VA’s Electronic Invoice Presentment and Payment System (IPPS). The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

· Tungsten Network web link. Website: http://www.tungsten-network.com/customer-campaigns/veterans-affairs/

· Tungsten’s Email Assistance: VA.Registration@tungsten-network.com

· Tungsten’s Contact Phone: 1-877-489-6135 for support or 1-877-752-0900 for Client Services.

· VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

· VA FSC email: vafsccshd@va.gov

· VA FSC Contact Phone: 877-353-9791

5. EMERGENCY PROCEDURES. The Contractor shall take such safety precautions as necessary to protect the lives and health of occupants of the buildings. The Contractor shall comply with applicable Federal, State, Local and facility safety and fire regulations and codes which are in effect at the beginning of the contract period. The Contractor shall keep abreast of and comply with changes in these regulations and codes applicable to the contract. The Contractor shall follow applicable facility policies concerning fire and/or disaster events. The Contractor shall display approved warning devices in all areas where operations may cause traffic obstruction or personnel hazard.

B.2 STATEMENT OF WORK

1. TITLE: Audiology Equipment Calibration Services to support the St. Cloud VA Healthcare System.

2. OVERVIEW: Vendor shall provide calibration and inspection of specified Audiology equipment at the St. Cloud VA Health Care System and 3(three) VA CBOCs (Community Based Outreach Clinics) in Minnesota at the frequency described on the Equipment List below.

3. DEFINITIONS:

4. PLACE OF PERFORMANCE:

a. St. Cloud VA Medical Center, 4801 Veterans Drive, St. Cloud, MN 56303

5. PERIOD OF PERFORMANCE:

This contract will be a Single Award, Firm Fixed Price Service Contract for 1 (One) Base Year from 4/16/23 – 4/15/24 with 4 (Four) Option Years:

6. SCOPE OF WORK:

The contractor shall provide all transportation, labor, personnel, equipment, tools, materials, and any other items necessary to calibrate the VA Audiology equipment on the equipment list below, annually or biannually as indicated on the equipment list and at the locations specified.

VATRs for this Contract are:

Dr. Megan Lappin, Supervisory Audiologist 320-255-6480 Ext 6056, megan.lappin@va.gov Daniel Bjelland, Biomedical Engineer 320-255-6480 Ext 6245, Daniel.bjelland@va.gov Calibrations:

Audiometers must be calibrated to the American National Standards Institute Specifications for Audiometers:

ANSI S3.6-1996

ANSI S3.1-1999

ANSI S3.39-1987 (R2002)

Listed equipment other than audiometers are required to be calibrated in accordance with manufacturer specifications.

Contractor shall provide current National Association Special Equipment Distributors (NASED) certification or equivalent program transcripts for all service technicians assigned to complete calibration services at any VA locations prior to performing work.

Records of all calibration(s) shall be provided no later than the end of the business day following the day the calibration work was conducted

The calibration report shall accompany the Contractor’s invoice. The invoice must show details as to the charges being billed.

A calibration report of equipment serviced shall contain, at a minimum, date of service, location, hours on-site, technician’s name, description of work activity, serial number and equipment serviced.

Payment will not be authorized without appropriate detail of charges and a calibration report for each clinic. Any charges or expenses beyond those identified on the contract will be rejected unless prior authorization was provided by the VA contracting officer. The Purchase Order (PO) number must be on ALL invoices.

Work Schedule:

The Contractor shall conduct work on-site during normal business hours, Monday through Friday, 8:00 am - 4:30 pm excluding Federal Holidays, unless otherwise coordinated with VATR. If the holiday falls on a Saturday, the previous Friday will be observed and if the holiday falls on a Sunday, the following Monday will be observed.

A list of federal holidays is available at: https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/#url=2023

The Contractor shall coordinate with the VATR to determine when work can be performed.

Confirmation of service dates shall be agreed upon between the VATR and the contractor. The Contractor shall send email communication to the VATR at least two business weeks prior to the expected service date confirming the scheduled service date. Emergencies are addressed separately below.

Small repairs and maintenance may be performed if the cost of such repairs and maintenance is included in the cost of calibration for the specified piece of equipment. Repair and maintenance work that would not be considered included in a normal calibration service and would incur charges beyond the defined contract, may not be performed without written authorization of the VA Contract Officer.

Maintenance Support, Emergencies and Re-Calibration:

The Contractor shall join with the VA in keeping the audiology equipment in full functioning order and in good operating condition as originally designed by the manufacturer.

It is expected there will be times when a piece of equipment needs to be repaired or replaced, including emergency repairs and replacements, the costs of which are not defined or included in the contract. When such repair or replacement is indicated, the Contractor shall provide the VA written notice of the nature of repair in the form of an inspection summary report accompanied by a budgetary cost estimate in the format of a detailed line-item quote for such repair or replacement. The budgetary cost estimate may include the cost of recalibration services due to repair or replacement of a piece of equipment.

The Contractor shall also provide a comparison quote to the VA for what repairs or replacement parts would have cost for commercial pricing so the Government has a basis for making a price fair and reasonableness determination. In the alternative, Contractor shall provide a copy of an awarded contract with a federal agency for the same or similar repairs.

IMPORTANT: Repair work and replacement parts that are not priced in the contract must be approved by the Contracting Officer before work begins. Repair work, replacement parts and any work or service that is not priced in the contract which is performed by the Contractor without the prior written approval of the Contracting Officer will be performed by the Contractor at no additional cost to the government.

Once it has been determined and agreed upon both by the VA and the Contractor that the additional repairs and/or replacement/s are needed, monetary funds will need to be requested and approval to proceed will occur by means of a Government Purchase Card Purchase Order if total repair expenses are less than $2500.00 or through means of a contract modification if total repair expenses are greater than $2500.00.

The Contractor may be required to work outside normal operational hours to meet contract requirements. The VATR must approve work outside the normal operational hours prior to the work being performed.

The Contractor shall maintain emergency availability. The Contractor will provide primary and alternate POC information for emergency repairs, respond within 24 hours after notification from St. Cloud VATR and provide on-site services within 96 hours.

7. EQUIPMENT LIST:

Location: VHASTC Medical Center 4801 Veterans Drive St. Cloud MN

EE 26014, EE 26012

EE 26990

MX 2337677, MX 2337679

MX 1271219, MX 1271220, MX 1271221, MX 2019973,

MX 2019974

Location: Alexandria Clinic: 515 22nd Ave E, Alexandria, MN 56308

Note: Moving to new address during Base Year: 30th Avenue E, Alexandria, MN 56308

MX 2753981)

MX 2703732)

MX 2703740)

Location: Brainerd Clinic: 722 NW 7th St, Brainerd, MN 56401

Note: Moving to a new address, TBD, during the term of contract.

MX 1053692)

MX 2412225)

Location: Montevideo Clinic: 1025 N 13th St, Montevideo, MN 56265

Note: Moving to new address during Base Year: 824 N 11th St, Suite 1, Montevideo, MN 56265

(MX 2703738, MX 1053696, and MX 1054107)

MX 2703742)

8. GRAY MARKET PREVENTION:

Gray market items are Original Equipment Manufacturers’ (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for a services contract for maintenance of equipment for VA Health Care Systems. No remanufactures or gray market items will be acceptable.

The delivery of gray market items to the VA in the fulfillment of an order/award/contract constitutes a breach of contract. Accordingly, VA reserves the right enforce any of its contractual remedies. This includes termination of the contract or, solely at VA’s election, allowing the Contractor to replace, at no cost to the Government, any remanufactured or gray market item(s) delivered to a VA Health Care System upon discovery of such items.

Used parts are NOT permitted to be used to repair or replace equipment.

The Contractor shall be an OEM, authorized dealer, authorized distributor, or authorized reseller for the proposed medical supplies, medical equipment, and/or services contracts for maintenance of medical equipment (i.e. replacement parts), verified by an authorization letter from the OEM, or other documents from the OEM, such that the OEM’s warranty and service are provided and maintained by the OEM.

9. SECURITY AND SAFETY REQUIREMENTS:

VA Issued Badge:

Contractor employees will be required to obtain a St. Cloud VA Contractor Badge PRIOR to performing work on VA premises. The VATR will assist Contractor employees in the process of obtaining St. Cloud VA Contractor Badges.

All Contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. A background investigation commensurate with the level of access needed to perform the Statement of Work will be performed. Contractor employees may be required to submit fingerprints. This requirement is applicable to all subcontractor personnel requiring the same access.

The Contractor and its employees are responsible for the safekeeping of VA Badges. Lost badges will be replaced at the expense of the Contractor. Lost Badges will be reported immediately to the VATR. VA Badges must be returned to the VA immediately (within the same day) upon the Contractor learning or determining a Contractor employee will be leaving the project permanently or for an extended period or is determined to longer have a need to be on VA property.

St. Cloud VA Contractor badges shall be worn by all Contractor employees while working on VA premises.

The Contractor will be responsible for ensuring compliance by its employees with all VA procedures governing building access and security. The Contractor will be responsible for ensuring compliance by its employees with the security regulations of VA, VHA and other Government installations or Contractor facilities where work is performed under this Contract.

Contractor personnel will be escorted by VHA staff.

Possession of weapons on VA premises is prohibited.

VA Health Care System and its property is now entirely smoke-free.

Required Privacy Training:

All Contractor employees and subcontractors under this contract are required to complete the VA's on-line “Privacy and HIPAA Focused Training” - TMS Code “10203.” Contractors must provide signed certifications of completion to the VATR during each year of the contract. This requirement is in addition to any other training that may be required of the contractor and subcontractor(s).

10. 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:

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 VATR 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 (https://www.va.gov/covid19screen/) 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 ((https://www.va.gov/covid19screen/), 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 VATR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor to provide Calibration and Inspection service to the Audiology equipment stated in the Equipment List of the Statement of Work, at the frequency and at the specified VA locations also stated in the equipment list.

Contract Period: Base POP Begin: 04-16-2023 POP End: 04-15-2024 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Repairs and Replacements. In the unforeseen event that a repair and/or replacement is needed, the repair and/or replacement may provided by the Contractor but not without prior written authorization of the VA Contracting Officer. The Contractor shall describe the nature of repair in an inspection summary report along with a detailed line-itemized cost estimate.

The Contractor shall also provide a comparison quote to the VA for what repairs or replacement parts would have cost for commercial pricing so the Government has a basis for making a price fair and reasonableness determination. In the alternative, Contractor shall provide a copy of an awarded contract with a federal agency for the same or similar repairs.

Contract Period: Base POP Begin: 04-16-2023 POP End: 04-15-2024

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

Contractor to provide Calibration and Inspection service to the Audiology equipment stated in the Equipment List of the Statement of Work, at the frequency and at the specified VA locations also stated in the equipment list.

Contract Period: Option 1 POP Begin: 04-16-2024 POP End: 04-15-2025

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

Repairs and Replacements. In the unforeseen event that a repair and/or replacement is needed, the repair and/or replacement may provided by the Contractor but not without prior written approval or authorization of the VA Contracting Officer. The Contractor shall describe the nature of repair in an inspection summary report along with a detailed line-itemized cost estimate.

The Contractor shall also provide a comparison quote to the VA for what repairs or replacement parts would have cost for commercial pricing so the Government has a basis for making a price fair and reasonableness determination. In the alternative, Contractor shall provide a copy of an awarded contract with a federal agency for the same or similar repairs.

Contract Period: Base POP Begin: 04-16-2024 POP End: 04-15-2025

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

Contractor to provide Calibration and Inspection service to the Audiology equipment stated in the Equipment List of the Statement of Work, at the frequency and at the specified VA locations also stated in the equipment list.

Contract Period: Option 2 POP Begin: 04-16-2025 POP End: 04-15-2026

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

Repairs and Replacements. In the unforeseen event that a repair and/or replacement is needed, the repair and/or replacement may provided by the Contractor but not without prior written approval or authorization of the VA Contracting Officer. The Contractor shall describe the nature of repair in an inspection summary report along with a detailed line-itemized cost estimate.

The Contractor shall also provide a comparison quote to the VA for what repairs or replacement parts would have cost for commercial pricing so the Government has a basis for making a price fair and reasonableness determination. In the alternative, Contractor shall provide a copy of an awarded contract with a federal agency for the same or similar repairs.

Contract Period: Base POP Begin: 04-16-2025 POP End: 04-15-2026

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

Contractor to provide Calibration and Inspection service to the Audiology equipment stated in the Equipment List of the Statement of Work, at the frequency and at the specified VA locations also stated in the equipment list.

Contract Period: Option 3 POP Begin: 04-16-2026 POP End: 04-15-2027

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

Repairs and Replacements. In the unforeseen event that a repair and/or replacement is needed, the repair and/or replacement may provided by the Contractor but not without prior written approval or authorization of the VA Contracting Officer. The Contractor shall describe the nature of repair in an inspection summary report along with a detailed line-itemized cost estimate.

The Contractor shall also provide a comparison quote to the VA for what repairs or replacement parts would have cost for commercial pricing so the Government has a basis for making a price fair and reasonableness determination. In the alternative, Contractor shall provide a copy of an awarded contract with a federal agency for the same or similar repairs.

Contract Period: Option 3 POP Begin: 04-16-2026 POP End: 04-15-2027

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

Contractor to provide Calibration and Inspection service to the Audiology equipment stated in the Equipment List of the Statement of Work, at the frequency and at the specified VA locations also stated in the equipment list.

Contract Period: Option 4 POP Begin: 04-16-2027 POP End: 04-15-2028

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

Repairs and Replacements. In the unforeseen event that a repair and/or replacement is needed, the repair and/or replacement may provided by the Contractor but not without prior written approval or authorization of the VA Contracting Officer. The Contractor shall describe the nature of repair in an inspection summary report along with a detailed line-itemized cost estimate.

The Contractor shall also provide a comparison quote to the VA for what repairs or replacement parts would have cost for commercial pricing so the Government has a basis for making a price fair and reasonableness determination. In the alternative, Contractor shall provide a copy of an awarded contract with a federal agency for the same or similar repairs.

Contract Period: Option 4 POP Begin: 04-16-2027 POP End: 04-15-2028

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

B.3 DELIVERY SCHEDULE

St. Cloud VA Health Care System 4801 Veterans Drive St. Cloud, MN 56303

USA

320.255.6480 x6859 megan.lappin@va.gov

St. Cloud VA Health Care System 4801 Veterans Drive St. Cloud, MN 56303

USA

St. Cloud VA Health Care System 4801 Veterans Drive St. Cloud, MN 56303

USA

St. Cloud VA Health Care System 4801 Veterans Drive St. Cloud, MN 56303

USA

St. Cloud VA Health Care System 4801 Veterans Drive St. Cloud, MN 56303

USA

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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. 4701 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 five (5) years.

(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.

[X] 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.

[] 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…