S02 - ATTACHMENT 3 - CLAUSES.docx

Attachment 2 – Clauses/Provisions 36C24822Q0471

Attachment 3 – Clauses/Provisions 36C24822Q0609

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The provision at 52.212-1, Instructions to Offerors -- Commercial, applies to this acquisition. Quoters shall complete the following regarding instruction for Offerors:

Quotes shall be submitted via email to the Contracting Specialist at Brittany.Rodriguez7@va.gov. The size limitation is 10 Megabytes per e-mail. The subject line of the email shall read the solicitation number (36C24822Q0471) and the company name. For example: “36C24822Q0471 -Company Name”. Each quote shall be submitted to the mailbox separately using the naming convention described above. AT NO TIME WILL ZIP FILES BE ACCEPTABLE.

Terms and content of your quote. Your quote must be based on the terms of this RFQ. We might reject any quote that is not based on these terms in every respect. Your quote must contain all the information described below.

Quoters shall complete the Price/Cost schedule in its entirety.

Quoters shall submit their technical and description of supplies that addresses all requirements, to include characteristics, pertaining to the required supplies and services.

Quoters shall have the capability to provide Brand name or equal supplies. Quoter shall provide a statement that the product meets all requirements of the Salient Characteristics.

When submitting your quote, please include the following information:

1. Manufacturer’s part number (if different than yours).

2. Original Manufacturers (OEM) Country of Origin.

3. OEM DUNS number.

4. OEM Name (manufacturers name).

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), if applicable for VA Medical Centers. No remanufactures or gray market items will be acceptable.

A description of how proposed product meets each salient characteristic (found in Attachment 1) must be provided as part of the quote.

Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed medical supplies and verified by an authorization letter or other documents from the OEM.

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 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 such items.

The provision at 52.212-2, Evaluation -- Commercial Items, applies to this acquisition (OCT 2014) (Tailored) Offerors shall complete and return quotes electronically via email at or before the time specified in the solicitation.

To assure timely and equitable evaluation of quotes, vendors shall follow the instructions. The quote must stipulate that it is predicated on all the terms and conditions of this RFQ and signed by an official authorized to bind the organization. Offeror-imposed terms and conditions that deviate from the Government’s material terms and conditions established by the solicitation may render the Offeror’s quote unacceptable and, therefore, ineligible for award.

The quote shall indicate that the prices are valid for a period of 60 days.

The Government will evaluate each quote in accordance with the evaluation criteria set forth in this solicitation. The use of hyperlinks in quotes is prohibited. Any quote that fails to comply with all solicitation instructions may be considered non-responsive and may not be considered for award.

This RFQ does not commit the Government to pay any of the costs associated with the preparation and submission of a quote.

The awarded quote shall become a part of a resulting order.

Any additional clauses required by public law, executive order, or acquisition regulations, in effect at the time of an accepted order will be included.

In order for a quote to be considered responsive, it shall be prepared in compliance with the instructions given in this solicitation. Evaluation and award will be conducted in accordance with the requirements of FAR part 13.106-2.

The Government intends to evaluate quotes and make award without further communication. However, the Government reserves the right to request additional information. As such Offerors may be given the opportunity to explain certain aspects of the quote or to resolve minor clerical errors. In the event additional information is requested, the Government may not necessarily seek such information from all Offerors, but from only those Offerors whose submissions require it. Each Offeror is encouraged to provide the best prices in the response to this solicitation.

52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause - United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d) in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in the Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of Clause) Provision 52.212-2, Evaluation – Commercial Items (OCT 2014), applies to this acquisition.

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government. This is a sole source requirement, particular to the manufacturer, Abbott and quotes will be evaluated by price alone. Quoters must only quote on the product mentioned in the salient characteristics, no other product(s) will meet the governments need, see sole source justification.

(b) Additional Instructions to offerors concerning Grey Market items- The VHA (Veterans Health Administration) will not accept “Grey Market Goods”.

Grey market goods are defined as: Gray Market Goods also known as parallel market, is the trade of a commodity through distribution channels which, while legal, are unofficial, unauthorized, or unintended by the original manufacturer.

Products that are purchased outside of our authorized distributor network on the gray market generate a number of concerns such as: counterfeit or adulterated devices, inadequate storage conditions, tracking issues in case of a recall, loss of warrantee, and most importantly patient safety. In some instances, unauthorized distributors procure products from an authorized distributor for resale.

(c) A written notice of award or acceptance of an offer, emailed 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, whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

The provision at 52.212-3, Offeror Representations and Certifications -- Commercial Items, applies to this acquisition. To be eligible for award offerors must be registered in System for Award Management (SAM) prior to award in accordance with the provision.

The following FAR clauses cited in the clause are applicable to the acquisition:

The clause at 52.212-4, Contract Terms and Conditions -- Commercial Items, applies to this acquisition and no additional addenda to the clause included.

The clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items, applies to this acquisition.

52.203-6, Restrictions on Subcontractor Sales to the Government (SEPT 2006 52.204-10, Reporting Executive Compensation & First-Tier Subcontract Awards (OCT 2016) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) 52.209-7, Information Regarding Responsibility Matters (OCT 2018) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (OCT 2015) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JUL 2013) 52.216-1, Type of Contract (APR 1984) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) 52.219-8, Utilization of Small Business Concerns (Oct 2019) 52.219-9, Small Business Subcontracting Plan (JUN 2020) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) 52.219-14, Limitations on Subcontracting (MAR 2020) 52.219-16, Liquidated Damages – Subcontracting Plan (Jan 1999) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) 52.219-28, Post Award Small Business Program Representation (MAR 2020) 52.222-3, Convict Labor (JUNE 2003) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2018) 52.222-21, Prohibition of Segregated Facilities (APR 2015) 52.222-26, Equal Opportunity (SEP 2016) 52.222-35, Equal Opportunity for Veterans (JUN 2020) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) 52.222-37, Employment Reports on Veterans (JUN 2020) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) 52.222-50, Combating Trafficking in Persons (MAR 2015) 52.222-54, Employment Eligibility Verification (OCT 2015) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) 52.225-5, Trade Agreements (OCT 2019) 52.225-18, Place of Manufacture (AUG 2018) 52.225-13, Restrictions on Certain Foreign Purchases (JUNE 2008) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (JUL 2013) 52.233-2, Service of Protest (SEP 2006) 52.233-3, Protest After Award (AUG 1996) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)

The clause at 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

The clause at 52.219-14, Limitations on Subcontracting, applies to this acquisition.

The following additional contract requirement(s) or terms and conditions determined by the contracting officer to be necessary for this acquisition and consistent with customary commercial practices are as follows:

VAAR 852.211-73, Brand name or equal VAAR 852.219-10 VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (JUL 2016)(Deviation) VAAR 852.219-75, Subcontracting Commitments Monitoring and Compliance VAAR 852.233-71, Alternative Protest Procedure (JAN 1998) VAAR 852.232-72, Electronic Submission of Payment Requests (NOV 2012) VAAR 852.237-70, Contractor Responsibilities (APR 1984) VAAR 852-246-71, Inspection VAAR 852.252-70, Solicitation Provisions or Clauses Incorporated by Reference (JAN 2008) VAAR 852.212-70, Provision and Clauses Applicable to VA Acquisitions of commercial Items (APR 2020):

852.203-70, Commercial Advertising 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors 852.215-71, Evaluation Factor Commitments 852.219-9, VA Small Business Subcontracting Plan Minimum Requirements 852.232-72, Electronic Submission of Payment Requests 852.233-70, Protest Content/Alternative Dispute Resolution 852.233-71, Alternate Protest Procedure 852.246-71, Rejected Goods 852.246-73, Noncompliance with Packaging, Packing, and/or Marking Requirements 852.270-1, Representative of Contracting Officers

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

52.203-11, Certification and Disclosure regarding payments to Influence Certain Federal Transactions (SEP 2007) 52.204-7, Systems for Award Management 52.204-16, Commercial and Government Entity Code Reporting 52.204-17, Ownership or Control of Offeror (AUG 2020) 52.211-6, Brand Name or Equal

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights 52.204-4, Printed or Copied Double-sided on Post Consumer Frieber Content Paper 52.204-13, System for Award management Maintenance (OCT 2018) 52.204-18, Commercial and Government Entity Code Maintenance 52.222-20, Contracts for materials, supplies, articles and equipment exceeding $15,000.00 (JUN 2020) 52.232-1, Payments (APR 1984) 52.232-8, Discounts for prompt payment (FEB 2002) 52.232-40, Providing Accelerated Payments to Small Business Contractors 52.243-1 Changes – Fixed Price (AUG 1987) Defense Priorities and Allocations System (DPAS) and assigned rating, is not applicable to this acquisition.