ChemIA Tradeoffs RFP 36C26223R0185 0004.docx

(i) This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; offers are being requested in response to this combined synopsis/solicitation and a separate written solicitation will not be issued.

(ii) The solicitation number 36C26223R0185 is issued as a Request for Proposal (RFP) in conjunction with Federal Acquisition Regulation (FAR) parts 12 Acquisition of Commercial Items and part 15 Contract by Negotiation and constitutes the only solicitation. The Government intends to award Firm-Fixed Price (FFP) single award Indefinite Delivery Indefinite Quantity (IDIQ) contract.

(iii) The provisions and clauses in this document are in effect through the Federal Acquisition Circular 2024-05, May 22, 2024.

(iv) This solicitation intends to award a contract through full and open competition to a business associated with NAICS[footnoteRef:1] Code 334516 with a size standard of 1,000 number of employees. [1: North American Industrial Classification System]

(v) (This section shall compose Part III Section J under the Uniform Contract Act)

1. Attachment A – Chemistry/Immunoassay Schedule – for a list of test descriptions, estimated annual site volume, participating facilities, and other information. (2)

2. Attachment B – Chemistry/Immunoassay SOW for a listing of requirements. (26)

3. Attachment C – Business Associate Agreement. (6)

4. Attachment D – VA Handbook 6500.6 Appendix C. (12)

(vi) The Department of Veterans Affairs (VA), Network Contracting Office 22 (NCO 22) located in Long Beach, California seeks to make a procurement for Chemistry/Immunoassay analyzer solution for the following Veterans Integrated Network Services 22 (VISN 22), VA Phoenix Healthcare System.

(vii) Places of Delivery:

1. VA Phoenix Healthcare System | 650 E. Indian School Rd., Phoenix, AZ 85012

Delivery Timeframe:

Delivery of equipment, installation, go live date and optimization of equipment should take no more than a year after award.

Period of Performance:

The period of performance shall be for a five (5) year base period.

(viii) (This section shall compose Part IV Section L of the Uniform Contract Act) The provision at FAR 52.212-1, Instructions to Offerors – Commercial Products and Commercial Services (SEP 2023), applies to this solicitation.

Chemistry/IA Instructions and Evaluation Criteria

ADDENDUM TO 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)

All offeror proposals for this solicitation must be received electronically through email no later than Friday, July 12, 2024, 1:00 PM PDT. Ensure to reference solicitation number 36C26223R0185 within subject line of the email. Any offeror proposals received after the prescribed date/time shall be considered to be late and will not be considered for award. Any questions regarding this solicitation must be received by the contracting office through email no later than Monday July 8, 2024, 1:00 PM PDT.

Offers shall be sent by email to Samuel Han at Samuel.Han@va.gov. For additional support, contact Kevin Ceponis at Kevin.Ceponis@va.gov.

1. Proposal Submittal Requirements for STEP 1 of Proposal Evaluations: Proposal Acceptability Criteria. To allow for proposal evaluations for STEP 1 of the proposal evaluation process, Offerors must submit the following information with their proposals. OFFERORS WHO FAIL TO COMPLY WITH THESE PROPOSAL SUBMITTAL REQUIREMENTS MAY HAVE THEIR PROPOSALS REJECTED AND BE REMOVED FROM FURTHER CONSIDERATION FOR CONTRACT AWARD.

Integration of Components with Automation System. For this proposal acceptability criterion, Offerors shall provide a narrative that identifies the make, model name, and model number of the automation system and each centrifuge, recapper, decapper, and refrigerated storage module that the Offeror proposes to meet the test menu requirements described in the Statement of Work. Offerors shall also state whether each proposed centrifuge, recapper, decapper, and refrigerated storage module is currently integrated with the automation system that the Offeror has proposed. Offerors must also provide a CAD drawing of the proposed automation system that clearly identifies the location of each centrifuge, recapper, decapper, and refrigerated storage module included in the proposed system and that demonstrates that each centrifuge, recapper, decapper, and refrigerated storage module is integrated into the operation of the proposed automation system.

Footprint of Proposed System. For this proposal acceptability criterion, Offerors shall provide a CAD drawing of the complete system that the Offeror proposes to meet the test menu requirements described in the Statement of Work that shows the Offeror’s proposed system overlaid upon a drawing of the physical footprint of the existing laboratory space of the Phoenix VAMC. The CAD drawing of the proposed system must be at the same scale as the depiction of the physical footprint of the existing laboratory space must show the dimensions of all components of the proposed system – height, depth, and length – along with the dimensions of the physical footprint of the existing laboratory space. The CAD drawing must also show the dimensions of all walkways and open space not occupied by Offeror’s proposed system and must demonstrate that the proposed layout provides walkways with a minimum clearance of 36 inches for ingress into and egress from the laboratory space. The Contracting Officer will provide CAD drawings of the physical footprint of the existing laboratory space of the Phoenix VAMC upon request.

Conformity to Statement of Work. For this proposal acceptability criterion, Offerors shall provide a copy of the Statement of Work with each Green Box filled in with the information required for that Green Box. For Green Boxes embedded within the Statement of Work, Offerors should provide a narrative at the location of each Green Box that identifies the evidence that the Offeror presents to demonstrate that the Offeror’s proposed system meets the requirements in the Section of the Statement of Work that precedes the Green Box, including the requirements in each subparagraph in that Section. Examples of suitable evidence include:

i. A narrative explaining how the Offeror’s proposed system meets each of the requirements; or

ii. product brochures, assay package inserts, or other supporting documents that demonstrate compliance with each of the requirements along with a brief narrative explaining where in the supporting document the capability is demonstrated; or

iii. other reasonable means that the Offeror provides to demonstrate that the proposed system meets each of the requirements listed in the Section to which the Green Box pertains.

2. Proposal Submittal Requirements for STEP 2 of Proposal Evaluations: Trade-Off Evaluation Factors. To allow for proposal evaluations for STEP 2 of the proposal evaluation process, Offerors must submit the following information with their proposals.

Factor 1 – System Design for Laboratory Personnel. For this factor, Offerors shall provide CAD drawings of the finished laboratory workspace depicting how the complete system that the Offeror proposes to meet the test menu requirements described in the Statement of Work, as well as ancillary laboratory equipment required for laboratory operations (workbenches, sinks, storage cabinets, refrigerators, freezers, water system units and water tank storage) will be arranged within the existing Phoenix VAMC laboratory footprint to create an operational laboratory. The CAD drawings must include the physical dimensions of the Offeror’s complete installed system, the physical dimensions of the ancillary laboratory equipment, as well as the physical dimensions of all walkways and open spaces around the installed system and ancillary equipment within the existing laboratory footprint. Offerors must also provide CAD drawings that depict the physical dimensions of the workspace available to laboratory personnel in front of and behind each analyzer, centrifuge, recapper, and decapper in the Offeror’s proposed system, as well as for each workbench, sink, storage cabinet, walls, refrigerators/freezers included in the Offeror’s depiction of the finished laboratory workspace. The CAD drawings must also depict the location of the “front side” of each analyzer, centrifuge, recapper, and decapper with respect to its orientation along the automation system.

In addition to the CAD drawings required to be submitted for this evaluation factor, Offerors are invited to provide a narrative of no longer than six pages describing how the Offeror’s proposed system and the arrangement of the ancillary laboratory equipment and laboratory workspace around the Offeror’s proposed system within the existing laboratory footprint at the Phoenix VAMC will enhance the workflow for laboratory personnel at the Phoenix VAMC. The Government does not desire submittal of general marketing materials or product brochures that discuss general capabilities or benefits of the Offeror’s proposed equipment. VA will only consider the first six pages of a prepared narrative that discusses how the specific system that the Offeror has proposed to meet the test menu requirements described in the Statement of Work, and to fit within the existing footprint of the laboratory at the Phoenix VAMC, will enhance the workflow of laboratory personnel working within the constraints of that specific space.

Factor 2 - Inventory Management System. For this factor, Offerors shall provide a narrative that describes the process for receiving, tracking, monitoring, managing, storing, and consuming inventory items used by the system that the Offeror proposes to meet the test menu requirements described in the Statement of Work. The descriptive narrative must describe the inventory management software application and inventory tracking system hardware used to implement the proposed inventory management system. The descriptive narrative must also describe how the proposed inventory management system monitors received inventory external to the proposed system and how it notifies staff that reagents and consumables require replenishment when pre-determined inventory levels are reached. Offeror shall include software application images, diagrams, flowcharts or other supportive visual aids to accompany the narrative.

Factor 3 – Number of Chemistry/Immunochemistry Analyzer Models to Implement System. For this factor, Offerors shall provide a narrative that identifies the make, model name, and model number of each chemistry analyzer and each immunochemistry analyzer that the Offeror proposes to include in the system that the Offeror proposes to meet the test menu requirements described in the Statement of Work. Offerors shall provide a Table that identifies the specific analyzer unit that will be used to perform each test listed in the test menu described in the Statement of Work. Offerors shall also provide a narrative that states the total number (amount) of each analyzer model that the Offeror proposes to include in the system.

Factor 4 – Price. For this factor, Offerors shall submit a completed Attachment A.

NOTE: The Attachment A must be submitted in Microsoft Excel format. This Excel spreadsheet has built in formulas which shall not be altered by the Offeror.

1. Tab 1 “CHEMISTRY IA CPT OVERVIEW” – This tab provides the aggregate station test volumes by year with a 3% estimated yearly increase. Respective costs are auto calculated once Tab 3 is completed. This tab contains formulas and links to other tabs within the worksheet and shall not be altered by Offerors.

1. Tab 2 “EST ANNUAL SITE VOL” – Offerors are provided station/location and estimated volumes for informational purpose only.

2. Tab 3 “REAGENT CPT” – This tab provides the complete list of required tests described in the Statement of Work. Offerors shall fill out columns B, C, and E.

Column B - Offerors shall provide the Manufacturer Part Number for each test listed.

Column C - Offerors shall provide Cost-Per-Test prices for each test listed. Prices must be rounded to the nearest cent ($0.01) Column E - Offerors shall list all consumables required to run a single test.

3. Tab 4 “PROPOSED INSTRUMENTS” – Offeror shall fill out columns A through C; This section includes the analyzer with automation and its various components.

Column A, B, and C – Offeror shall clearly describe the proposed Chemistry/Immunoassay system and components for the facility, product numbers, and quantities.

4. Tab 5 “PROPOSED TOTAL” – This spreadsheet will automatically calculate the total proposed cost. Offeror is encouraged to review and confirm that pricing is correct.

NOTE: The information requested in the proposal submittal instructions provided above is required for the Government to evaluate proposals for STEP 1 and STEP 2 of the proposal evaluation process. Submittal by an Offeror of general marketing materials and product brochures alone will not be sufficient to meet the proposal submittal requirements for this procurement. FAILURE TO SUBMIT THE INFORMATION REQUIRED ABOVE FOR EACH EVALUATION FACTOR, IN THE MANNER SPECIFIED ABOVE, MAY BE VIEWED BY THE GOVERNMENT AS EVIDENCE THAT THE OFFEROR FAILS TO MEET THE REQUIREMENTS FOR THAT EVALUATION FACTOR AND MAY RESULT IN THE OFFEROR’S PROPOSAL BEING REJECTED AND REMOVED FROM CONSIDERATION FOR CONTRACT AWARD.

(End of Addendum to FAR 52.212-1)

(ix) (This section shall compose Part IV Section M of the Uniform Contract Act) The provisions at FAR 52.212-2, Evaluation – Commercial Products and Commercial Services (NOV 2021), applies to this solicitation.

ADDENDUM TO 52.212-2 EVALUATION – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(a) Offers submitted for this procurement will be evaluated in a two-step process using FAR Part 15 procedures. The Government intends to award a contract resulting from this solicitation to the responsible offeror, whose offer conforming to the solicitation and found to be “Acceptable” under STEP 1 of the proposal evaluation process, will be most advantageous to the Government, as determined by a trade-off between price and non-price proposal evaluation factors.

(b) The Government will evaluate proposals in the following manner:

STEP 1: Acceptability of Proposals. The Government will first evaluate proposals to determine the acceptability of each proposal. The Government will evaluate proposals on an “Acceptable/Not Acceptable” basis for each of the acceptability criteria provided in the bulleted list below. An Offeror who fails to meet ANY of the acceptability criteria specified below will be determined to have a proposal that is “Not Acceptable” and will not have its proposal considered further for contract award.

· Integration of Components with Automation System. The Offeror’s proposal must demonstrate that all centrifuges, recappers, decappers, and refrigerated storage modules that the Offeror proposes to meet the test menu requirements described in the Statement of Work are fully integrated with the proposed automation system. Proposals that offer stand-alone centrifuge, recapper, decapper, or refrigerated storage equipment that are not currently integrated into the proposed automation system are not acceptable.

· Footprint of Proposed System. The Offeror’s proposal must demonstrate that the complete system that the Offeror proposes to meet the test menu requirements described in the Statement of Work fits entirely within the physical footprint of the existing laboratory space of the Phoenix VAMC and provides walkways with a minimum clearance of 36 inches for ingress into and egress from the laboratory space. Proposed systems that require additional space outside of the physical footprint of the existing laboratory are not acceptable.

· Conformity to Statement of Work. The Offeror’s proposal must demonstrate that the Offeror’s proposed system meets the requirements in each Section of the Statement of Work that precedes each Green Box depicted in the Statement of Work, including the requirements in each subparagraph in that Section.

STEP 2: Trade-Off Analysis of Acceptable Proposals. The Government will evaluate those Offerors’ proposals that are determined to be “Acceptable” under STEP 1 of proposal evaluations using a trade-off source selection process. The following factors will be evaluated as part of the trade-off analysis:

Factor 1 – System Design for Laboratory Personnel. This factor will be used to assess how the complete system that the Offeror proposes to meet the test menu requirements described in the Statement of Work will integrate with ancillary laboratory equipment (workbenches, sinks, storage cabinets, refrigerators, freezers, water system units and water tank storage) within the existing laboratory footprint to support the daily workflow of the laboratory personnel who will be using the system.

Factor 2 – Inventory Management System. This factor will be used to assess the offeror’s proposed inventory management system used to track, monitor, and manage the external stock of reagents and consumables used by the system that the Offeror proposes to meet the test menu requirements described in the Statement of Work.

Factor 3 – Number of Chemistry/Immunochemistry Analyzer Models to Implement System. This factor will be used to assess the total number of chemistry and immunochemistry analyzer models required to implement the system that the Offeror proposes to meet the test menu requirements described in the Statement of Work.

Factor 4 – Price. This factor will be used to assess the reasonableness of the Offeror’s proposed price.

(c) For the trade-off analysis in STEP 2, the evaluation factors are listed in descending order of importance. All of the non-price evaluation factors (Factors 1 - 3) together, in the aggregate, are more important than Factor 4 – Price for the purposes of determining the best value to the Government. Therefore, the Government may award to other than the lowest priced offeror if it is in the Government’s best interest to do so. The Government intends to make contract award without discussions but reserves the right to hold discussions after evaluation of proposals for STEP 1, or STEP 2, or at any other time if determined to be in the Government’s interest to do so. Any discussions will be conducted in accordance with FAR 15.306.

(d) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(e) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Addendum to FAR 52.212-2)

(x) (This section shall compose Part IV Section K of the Uniform Contract Act) Must include a completed copy of the provision at FAR 52.212-3 -- Offeror Representations and Certifications -- Commercial Products and Commercial Services (MAY 2024), with this solicitation or ensure SAM.gov is updated with current information.

(xi) (This section and on until the end of this document shall compose Part III Section J of the Uniform Contract Act) The clause at FAR 52.212-4, Contract Terms and Conditions – Commercial Products and Commercial Services (NOV 2023), applies to this acquisition.

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at 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.

(End of Clause) 52.216-18 – Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from ____TBD______ through ____TBD________.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

52.216-19 – Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than ______$100.00_______ , the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of __$1,000.000.00___________ ;

(2) Any order for a combination of items in excess of ___$5,000,000.00__________; or

(3) A series of orders from the same ordering office within _____1________ days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within __2___ days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause) 52.216-22 – Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after ___78 months_____ .

(End of clause) 852.212-71 – Gray Market Items (APR 2020)

(a) 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 supplies, medical equipment and/or services contracts for maintenance of medical equipment (i.e. replacement parts) for VA Medical Centers. No remanufactures or gray market items will be acceptable.

(b) Vendor 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 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 medical supplies, medical equipment and/or services contracts for maintenance of medical equipment shall be in accordance with the OEM terms and conditions.

(c) 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 discovery of such items.

(End of clause) 852.211-76 - Liquidated Damages - Reimbursement for Data Breach Costs (FEB 2023)

(a) Definition. As used in this clause, “contract” means any contract, agreement, order or other instrument and encompasses the definition set forth in FAR 2.101.

(b) Non-disclosure requirements. As a condition of performance under a contract, order, agreement, or other instrument that requires access to sensitive personal information as defined in VAAR 802.101, the following is expressly required -

(1) The Contractor, subcontractor, their employees or business associates shall not, directly or through an affiliate or employee of the Contractor, subcontractor, or business associate, disclose sensitive personal information to any other person unless the disclosure is lawful and is expressly permitted under the contract; and

(2) The Contractor, subcontractor, their employees or business associates shall immediately notify the Contracting Officer and the Contracting Officer's Representative (COR) of any security incident that occurs involving sensitive personal information.

(c) Liquidated damages. If the Contractor or any of its agents fails to protect VA sensitive personal information or otherwise engages in conduct which results in a data breach, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $37.50 per affected individual in order to cover costs related to the notification, data breach analysis and credit monitoring. In the event the Contractor provides payment of actual damages in an amount determined to be adequate by the Contracting Officer, the Contracting Officer may forgo collection of liquidated damages.

(d) Purpose of liquidated damages. Based on the results from VA's determination that there was a data breach caused by Contractor's or any of its agents' failure to protect or otherwise engaging in conduct to cause a data breach of VA sensitive personal information, and as directed by the Contracting Officer, the Contractor shall be responsible for paying to the VA liquidated damages in the amount of $37.50 per affected individual to cover the cost of the following:

(1) Notification related costs.

(2) Credit monitoring reports.

(3) Data breach analysis and impact.

(4) Fraud alerts.

(5) Identity theft insurance.

(e) Relationship to termination clause, if applicable. If the Government terminates this contract, purchase order, or agreement, in whole or in part under clause 52.249-8, Default - Fixed-Price Supply and Service, or any other related FAR or VAAR clause included in the contract, in addition to the required liquidated damages for data breach-related expenses specified in paragraph (c) above, the Contractor is liable for excess costs for those supplies and services for repurchase as may be required under the Termination clause.

(End of clause) 852.247-71 – Delivery Location Delivery Location (OCT 2018) Shipment of deliverable items, other than reports, shall be to: *Reference the SOW for Location (End of Clause) 52.247-73 – Packing for Domestic Shipment Packing for Domestic Shipment (OCT 2018) Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause) 52.232-19 - Availability of Funds for the Next Fiscal Year (Apr 1984) Funds are not presently available for performance under this contract beyond 09/30/2021. The Government’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 09/30/2021, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of clause)

(xii) The following clauses shall also apply. The full text of a clause may be accessed electronically at http://www.acquisition.gov/comp/far/index.html or http://www.va.gov/oal/library/vaar/index.asp.

52.252-2 52.203-17

52.204-4 52.204-18 Clauses incorporated by reference Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights Printed or Copied Double-Sided on Postconsumer Fiber Content Paper Commercial and Government Entity Code Maintenance Feb 1998

Jun 2020 May 2011 Aug 2020

52.209-6

52.216-8 52.217-8 52.223-10 Protecting the government’s interest when subcontracting with contractors debarred, suspended, or proposed for debarment Fixed Fee Option to Extend Services Waste Reduction Program Aug 2013

Jun 2011 Nov 1999 May 2011

852.204-70 852.211-70 852.211-72 Personal Identity Verification of Contractor Personnel Equipment Operation and Maintenance Manuals Technical Industry Standards May 2020 Nov 2018 Nov 2018

52.204-23

(xiii) The following provisions shall also apply to VA acquisition of Commercial Item. The full text of a clause may be accessed electronically at http://www.va.gov/oal/library/vaar/index.asp or http://www.acquisition.gov/comp/far/index.html.

(xiv) The clause at FAR 52.212-5, Contract Terms and Conditions Required To Implement Statutes Or Executive Orders -- Commercial Items, applies to this acquisition.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small…