36C25621Q0982_1 Medical Beds Bariatric Beds CAVHS.pdf

Contract Opportunity Combined Synopsis/Solicitation Notice

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ARCHIVE DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS

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(POC Information Automatically Filled from User Profile Unless Entered)

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ADDITIONAL INFORMATION

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* = Required Field Contract Opportunity Combined Synopsis/Solicitation Notice

36C25621Q0982 Medical Beds/New Bariatric Beds

39157

06-18-2021 12:00 CENTRAL TIME, CHICAGO, USA

N

SDVOSBC

339113

Department of Veterans Affairs Network Contracting Office 16

715 S. Pear Orchard Rd.

Ridgeland, MS 39157

Contracting Officer Jeneice McClinton jeneice.mcclinton@va.gov

Central Arkansas Veterans Healthcare System

(CAVHS)

4300 W. 7th Street North Little Rock Arkansas

72205

USA

https://sam.gov

Contract Opportunities

36C25621Q0982 – Medical Beds/Bariatric Beds for Central Arkansas Veterans Healthcare System (CAVHS) located in North Little Rock, Arkansas.

This is a combined synopsis/solicitation (CSS) for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6 Streamlined Procedures for Evaluation and Solicitation for Commercial Items. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. The CSS number is 36C25621Q0982. It is issued as a Request for Quote (RFQ). This requirement will be evaluated in accordance with the lowest priced technically acceptable source selection methodology. Please review the attached documents for more details on this requirement.

Solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2021-05 (eff. 03/10/21).

This requirement is set-aside for Service-Disabled Veteran-Owned Small Business. The North American Industry Classification System (NAICS) number is 339113 with a size standard of 750 employees.

Please review the attached documents for more details on this requirement.

See attached 36C25621Q0982

Contracting Office:

Department of Veteran Affairs Regional Procurement Office Central Network Contracting Office (NCO)-16 715 S. Pear Orchard Rd.

Ridgeland, MS 39157

Contract Specialist:

Jeneice McClinton POC: jeneice.mcclinton@va.gov

Offer Submission Guidance: Due date for submission of quotes is June 18, 2021 by 12:00 p.m. Central Standard Time. Please insert “Solicitation 36C25621Q0982 Medical Beds/Bariatric Beds’ in the subject line of your email. Please contact Jeneice McClinton for questions or other inquiries about this solicitation via email at jeneice.mcclinton@va.gov by 12:00 p.m. Central Standard Time on June 16, 2021. If questions are received, an amendment to this request for quote will be posted with all questions and answers.

COMPLETING A QUOTE FOR SUBMITTAL

a. The Quoter shall complete Contract Administration and provide the name, title, address, email address and telephone number of the company/division point of contact regarding business decisions made with respect to the quote and who can contractually obligate the company. The quoter shall identify those individuals authorized to negotiate with the government.

b. The quoters shall submit a price for all Contract Line Item Number (CLIN) of the solicitation.

c. See Section B.2, Price Cost Schedule. Pricing for each CLIN must be submitted in the proper format.

The proper format consists of QUANTITY *UNIT PRICE = AMOUNT/NET AMOUNT. In the event there is a DEFICIENCY in the calculation, the UNIT PRICE will be held to the intended price multiplied by the mailto:jeneice.mcclinton@va.gov

QUANTITY. If the quoter shows only the AMOUNT/NET AMOUNT, but fails to enter a UNIT PRICE, the AMOUNT/NET AMOUNT divided by the QUANTITY will be held to be the intended price.

d. The provision at FAR 52.212-1, Addendum to Instructions to Quoters- Commercial, applies to this acquisition.

e. The provision at FAR 52.212-2, Addendum Evaluation-Commercial Items applies to this acquisition.

See FAR 52.212-2 Addendum for additional information.

f. Please refer to 36C25621Q0982, FAR 52.212-1 Addendum and FAR 52.212-2 Addendum for information in this section. In the event this information conflicts with FAR 52.212-1 Addendum or FAR 52.212-2 Addendum, the information in FAR 52.212-1 Addendum or FAR 52.212-2 Addendum shall take precedence.

g. Quoter must submit both Technical and Price volumes. See FAR Clause 52.212-2 Addendum for basis for award.

h. All quotes shall remain valid for 120 calendar days.

Attachment(s):

Combined Synopsis/Solicitation

SECTION B

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR ADMINISTRATOR _______________________________

CONTRACTOR POC NAME: _______________________________

CONTRACTOR POC PHONE NUMBER: _______________________________

CONTRACTOR ADDRESS: _________________________________________

EMAIL ADDRESS: _______________________________

DUNS# ________________________________________

TAX ID# _______________________________________

GSA/FSS, NAC, SEWP Contract # (if applicable) _________________________

b. GOVERNMENT: Contracting Officer 36C256 JENEICE MCCLINTON

Department of Veterans Affairs Network Contracting Office 16 715 S. Pear Orchard Rd.

Ridgeland, MS 39157

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System for Award Management

3. INVOICES: Invoices shall be submitted in arrears:

a. Payment for services provided under the terms of this contract will be made within thirty

(30) days after completion of work and upon receipt of a properly executed invoice.

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 (FSC) e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO DATE

http://www.fsc.va.gov/fsc/einvoice.asp

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT

UNIT

PRICE AMOUNT

3.00 EA _________ ________________

SIZEWISE

BARI-REHAB PLATFORM3, Size (39" to 48" x 86") P/N: 45060150

MANUFACTURER PART NUMBER (MPN): 45060150

POWER DRIVE 360

NPT3 MATTRESS 39"/48" X 80"

CUSTOMIZATION FOR 86" LENGTH

INVACARE

86"TRAPEZE-850LB. WEIGHT CAPACITY

P/N: 28060230

MANUFACTURER PART NUMBER (MPN): 28060230

GRAND

TOTAL

B.3 DELIVERY SCHEDULE

*** FOB Destination. All shipping charges must be included in price of items. ***

ITEM NUMBER

0001-

SHIP

TO:

Central Arkansas Veterans Healthcare System

(CAVHS) ATTN:

Warehouse 4300 W. 7th Street North Little Rock, AR 72205

USA

Warranty: ____________

Est. delivery after receipt of order: ____________

FSS/GSA Contract#:

DELIVERY

***The Central Arkansas Veterans Health System reserves the right to change the delivery schedule at any time. Written notice will be sent to vendor electronically no later than 3 days before a change in the delivery schedule is needed. ***

B.4 STATEMENT OF WORK

1. GENERAL INFORMATION:

The Central Arkansas Veterans Healthcare System (CAVHS) is requesting medical beds/ bariatric beds located at the John L. McClellan Veterans Memorial Hospital, 4300 W. 7th Street, North Little Rock, Arkansas, 72205. The contract shall be firm-fixed price.

2. HOURS OF COVERAGE:

2.1 All work shall be conducted from Monday through Friday, from 8:00am to 4:30pm Central Standard Time excluding Federal holidays and unless other times are arranged in advance and approved in writing by the Contracting Officer’s Representative (COR) or the Contracting Officer (CO).

2.2 The government hereby provides notice and the Contractor hereby acknowledges receipt that government personnel observe the listed days as holidays:

Federal Holiday Date New Year’s Day January 01 Martin Luther King’s Birthday Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Independence Day July 04 Labor Day First Monday in September Columbus Day Second Monday in October Veteran’s Day November 11 Thanksgiving Day Fourth Thursday in November Christmas Day December 25

2.2.1 The Federal government will also observe any day specifically declared in the President of the United States or any other day declared by the President of the United States to be a federal holiday. In addition to the days designated as Federal holidays, the government observes the following days:

• Any other day designated by Federal Statute

• Any other day designated by Executive Order

• Any other day designated by the President’s Proclamation

2.3 It is understood and agreed between the government and the Contractor that observance of such days by government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation. In the event the Contractor's personnel work during the holiday, they may be reimbursed by the Contractor, however, no form of holiday or other premium compensation shall be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

3. 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 contract for medical equipment (i.e. replacement parts) for the CAVHS. No remanufactures or gray market items will be acceptable. Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed equipment and/or services contract for medical equipment (i.e. replacement parts), verified by an authorization letter or other documents from the OEM, such that the OEM’s warranty and service are provided and maintained by the OEM. All software licensing, warranty and service associated with the equipment and/or services shall be in accordance with the OEM terms and conditions.

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

4. The Contractor shall not act outside of the scope of this contract without written approval from the Contracting Officer.

5. All Contractor personnel and subcontractors shall wear a visible name and company identification when onsite. When more than one person is onsite performing work under this contract, one must be designated as a supervisor and must be fully responsible for the work to be performed.

6. The Contractor personnel and subcontractors working onsite must wear the VA Contractor badge. The COR will be responsible for securing contractor badges for each contracted employee.

7. The Contractor shall provide all supplies, materials, equipment, qualified personnel, supervision, management, and transportation to perform all tasks as identified herein. All work is to be performed in accordance with the guidelines established by Federal, State, and local ordinances and JCAHO. The Contractor’s procedures and quality control procedures shall conform to these guidelines.

8. The Contractor shall take all precautions necessary to protect the lives and health of occupants of the building.

9. SAFETY: Due to COVID, Contractors shall provide their own Personal Protective Equipment (PPE) to ensure their safety. Safety precautions shall include, but are not limited to the following requirements:

• Occupational Safety and Health Act (OSHA)

• Accident Prevention Manual for Industrial Operations, latest edition, National Safety Council

• Applicable State and Local Safety Operation Procedures

• VA Safety Practices and Policies, VAMC standard operating procedures, and any other Federal, State, and Local regulations pertaining to the equipment listed for this contract.

• JCAHO

• NFPA 70E

10. PAYMENT: The Contractor shall submit requests for payment electronically to the VA’s

Tungsten Network (https://www.fsc.va.gov/einvoice.asp ). All invoices shall be paid in arrears within thirty (30) days after completion of service for all authorized work performed and upon receipt of a properly prepared invoice. Invoices shall be properly prepared in accordance with FAR 52.212-4, contain sufficient details, and match with the service tickets for the work rendered.

https://www.fsc.va.gov/einvoice.asp

11. Invoices shall include, at a minimum, the following information:

Purchase Order (PO) number and Contract number Company Name, Address and phone number Invoice Date Invoice Number

12. CHANGES TO STATEMENT OF WORK: Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a project folder along with all other products of the project. Cost incurred by the Contractor through the actions of parties other than the CO shall be borne by the Contractor.

During the term of this contract, imaging equipment may be added or deleted from this contract as equipment is replaced, added or removed from service at the facilities. Any such change shall be reflected in a written modification to this contract, signed by the Contractor and Contracting Officer.

End of the Statement of Work

B.5 SALIENT CHARACTERISTICS

Bariatric Med/Surg Bed System

• Expandable Deck Width 39-48”

• Sleep Deck Length 80” or 86”

• Safe Working Load 1000 lbs.

• Side Rails Removable 2-Position Fold Down – Antimicrobial/Antibacterial

• Dual Brake/Steer System 5"

• Backrest/Head Section 64°, Knee Section 54°, Foot Section10°, Trend 11°, Reverse Trend -11°

• All positioning features (head up, knee gatch) are electric and available with battery back-up

• Deck Height Range: 30”and Deck Low Range 15.35”

• Trendelenburg/Reverse Trendelenburg: (+ 150/-150 with visible gauge to indicate degree of angle)

• Electronic CPR Bed Flat

• Compatible with facility call light systems.

• Frame will accommodate both cervical and lower extremity traction (traction devices must move with bed frame)

• Frame includes hardware/adapters to receive A-Frame Trapezes (850 lb. Capacity)

• Controls (e.g., switches, knobs) are visible and clearly identified and their function self-evident (control design should prevent misinterpretation of displays and control settings).

• Controls are sealed against penetration of liquids.

• Patient Controls (including height of bed and head up and down) are within the reach of the patient on side of bed and easy to operate.

• Side rails (dimensions and gaps between) fully compliant with IEC/EN 60601-2-52 Standard for Medical Beds.

• Integrated bed exit alarm and nurse call feature able to connect with facility headwall/nurse call system.

• 37-pin interface cable between bed and NCS are available.

• Alarms are based on patient weight with a minimum of 3 zones (minimal movement, exiting bed, out of bed), adjustable tone, and adjustable volume of alarm.

• Integrated patient scale built into frame/footboard control that is easy to use.

• Scale has an accuracy of +/- 1% of the patient’s actual weight up to the 1,000 lbs. weight capacity of bed).

• Scale functions in ALL bed positions.

• Scale displays the patient’s weight in both kilograms and pounds.

• Scale readings are visible in low light via backlit display.

• Power Drive must perform forward, backward, and side‐to‐side powered drive movement.

Required Available Accessories

• Oxygen Tank Holders

• Trapeze Receptacles

• A-Frame Trapeze

• HL7 Smart Bed Connectivity

• IV Poles – Collapsible – Removable with Transport Socket

• Patient Hand Control Pendant

• Multi-Port Auxiliary AC Outlet

• Battery Back-Up

• Room Environment Controls - TV/Lighting and Pillow Speaker

• Foley Bag Hook

• USB and PIN Cables for Headwall/Nurse Call Connections

• Standard Warranty included One (1) years labor and parts / Five (5) years frame.

Pressure Redistribution Mattress System

• Extreme polycarbonate, polyurethane coated knit with 4Ͳway stretch breathable with a high moisture vapor transfer rate (MVTR) Ͳ MVTR rating 400g/m2/24hrs.

• Extreme Polycarbonate: Polycarbonate Polyurethane material blend that offers a bacteriostatic, flame resistant, fluid resistant and tear resistant mattress cover.

• Sealed seam technology eliminates stitching to provide a superior fluid barrier.

• Tapered heel section that is designed to further reduce pressure for the sensitive heel area.

• Twelve vented/foam filled air chambers that are encased in a foam cavity. Chambers run laterally within the mattress for head to heel pressure redistribution. Foam cavity also includes bolsters at the sides and ends of the mattress, providing added patient stability and positioning.

• Phase changing gel infused viscoelastic comfort layer foam topper.

• Phase changing gel in the memory foam topper keeps a thermal neutral surface temperature of 85 to 87 degrees for microclimate management.

• Mattress System is a non-powered zoned pressure redistribution system or may be a convertible mattress system that delivers 1 in 2 alternating therapy via optional Alternating Air Control Unit that provides a 10, 15, 20 or 25 minute cycle time designed to maintain low interface pressures.

• PVC free polyurethane mattress asset protection liner protects the internal mattress components from cuts, tears and worn covers for infection control concerns.

• 750 lb. Therapeutic Weight Range

• Reinforced Evacuation Handles

• F3 Free Construction/EPA Primary Metals Free – Meets Executive Order 13693 & VA Directive 0058 Green Purchasing Requirements

• Fire Barrier Meets CPSC 1633, BFDIXͲ11 & TB 129

• Mattress Dimensions 7” x 42” x 84”

• Expandable Mattress Dimensions 7” x 39”- 42”- 48” x 82”

• Construction available to fit any medical bed frame

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered;

and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212- 5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. 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.

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

C.3 52.219-33 NONMANUFACTURER RULE (MAR 2020)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Applicability. This clause applies to—

(1) Contracts that have been set aside, in total or in part;

(2) Orders under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F) that have been set aside for any of the small business concerns identified in 19.000(a)(3); and

(3) Orders issued directly to any of the small business concerns identified in 19.000(a)(3) under multiple-award contracts as described in 19.504(c)(1)(ii).

(c)(1) The Contractor shall—

(i)(A) Provide the end item of a small business manufacturer, or if set aside or awarded on a sole source basis to a HUBZone small business, provide the end item of a HUBZone small business manufacturer, that has been manufactured or produced in the United States or its outlying areas; or

(B) If this procurement is an order as described in 8.405-5 or 16.505(b)(2)(i)(F) or processed under simplified acquisition procedures (see part 13), and the total amount does not exceed $25,000, provide the end item of any domestic manufacturer;

(ii) Not exceed 500 employees;

(iii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iv) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice.

(2) In addition to the requirements set forth in paragraph (c)(1) of this clause, when the end item being acquired is a kit of supplies or other goods, 50 percent of the total value of the components of the kit shall be manufactured in the United States or its outlying areas by small business concerns. Where the Government has specified an item for the kit which is not produced by U.S. small business concerns, such items shall be excluded from the 50 percent calculation. See 13 CFR 121.406(c) for further information regarding nonmanufacturers.

(3) For size determination purposes, there can be only one manufacturer of the end product being acquired. For the purposes of the nonmanufacturer rule, the manufacturer of the end product being acquired is the concern that transforms raw materials and/or miscellaneous parts or components into the end product. Firms which only minimally alter the item being procured do not qualify as manufacturers of the end item, such as firms that add substances, parts, or components to an existing end item to modify its performance, will not be considered the end item manufacturer, where those identical modifications can be performed by and are available from the manufacturer of the existing end item. See 13 CFR 121.406 for further information regarding manufacturers.

(End of Clause)

C.4 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND

REMEDIES (JAN 2020) (JUL 2020) (DEVIATION)

(a) Applicability. This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in—

(1) Israel, and the anticipated value of the acquisition is $50,000 or more;

(2) Mexico, and the anticipated value of the acquisition is $83,099 or more; or

(3) Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or the United Kingdom and the anticipated value of the acquisition is $182,000 or more.

(b) Cooperation with Authorities. To enforce the laws prohibiting the manufacture or importation of products mined, produced, or manufactured by forced or indentured child labor, authorized officials may need to conduct investigations to determine whether forced or indentured child labor was used to mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or the equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the contracting agency, the Department of the Treasury, or the Department of Justice by providing reasonable access to records, documents, persons, or premises upon reasonable request by the authorized officials.

(c) Violations. The Government may impose remedies set forth in paragraph (d) for the following violations:

(1) The Contractor has submitted a false certification regarding knowledge of the use of forced or indentured child labor for listed end products.

(2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this clause, with an investigation of the use of forced or indentured child labor by an Inspector General, Attorney General, or the Secretary of the Treasury.

(3) The Contractor uses forced or indentured child labor in its mining, production, or manufacturing processes.

(4) The Contractor has furnished under the contract end products or components that have been mined, produced, or manufactured wholly or in part by forced or indentured child labor.

(The Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause unless sufficient evidence indicates that the Contractor knew of the violation.)

(d) Remedies.

(1) The Contracting Officer may terminate the contract.

(2) The suspending official may suspend the Contractor in accordance with procedures in FAR Subpart 9.4.

(3) The debarring official may debar the Contractor for a period not to exceed 3 years in accordance with the procedures in FAR Subpart 9.4.

C.5 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.

[] 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.

[X] 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.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 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.

[X] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

C.6 VAAR 852.212-71 GRAY MARKET ITEMS (APR 2020)

(a) No gray market or remanufactured items will be acceptable. Gray market items are Original Equipment Manufacturers’ (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical equipment only for VA medical facilities.

(b) Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed equipment/system, verified by an authorization letter on OEM letterhead or other documents from the OEM such that all software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

C.7 852.219-10DEV VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (NOV 2020) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled Veteran-owned small business concern or SDVOSB”:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is listed in VA’s Vendor Information Pages (VIP) database; and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB unless otherwise stated in this clause.

(2) “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term “small business concern” has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term “small business concern owned and controlled by Veterans with service-connected disabilities” has the meaning given the term “small business concern owned and controlled by service-disabled Veterans” under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)), except that for a VA contract the firm must be listed in the VIP database (see paragraph (a)(1)(iv) above).

(b) General.

(1) Offers are solicited only from VIP-listed SDVOSBs. Offers received from entities that are not VIP-listed SDVOSBs at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed SDVOSB who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70.

(d) Agreement. When awarded a contract action, including orders under multiple award contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406(b) and

125.6. Unless otherwise stated in this clause, a requirement in 13 CFR part 121 and 125 that applies to an SDVO SBC, is to be construed to also apply to a VIP-listed SDVOSB. For the purpose of limitations on subcontracting, only VIP-listed SDVOSBs (including independent contractors) shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a non-manufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime may be paid to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. An SDVOSB must meet the NAICS size standard assigned by the prime contractor and be listed in VIP to count as similarly situated. Any work that a first tier VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For contracts referenced in (d)(2), (3), and (4) the cost of materials is excluded and are not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small businesses do not provide them. For additional information and more specific requirements on the limitations on subcontracting, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[Contracting Officer check as appropriate.]

[(I$VARIABLE)] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or

[(I$VARIABLE)] By the end of the…