Inactive

PAGE 1 OF 1. REQUISITION NO. 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL ... PAGE 1 OF 1. REQUISITION NO. 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL TIME 9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR: SMALL BUSINESS HUBZONE SMALL BUSINESS SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM EDWOSB 8(A) NAICS: SIZE STANDARD: 11. DELIVERY FOR FOB DESTINA- TION UNLESS BLOCK IS MARKED SEE SCHEDULE 12. DISCOUNT TERMS 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 13b. RATING 14. METHOD OF SOLICITATION RFQ IFB RFP 15. DELIVER TO CODE 16. ADMINISTERED BY CODE 17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE TELEPHONE NO. DUNS: DUNS+4: PHONE: FAX: 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED SEE ADDENDUM 19. 20. 21. 22. 23. 24. ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT (Use Reverse and/or Attach Additional Sheets as Necessary) 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED. 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012) PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212 7. FOR SOLICITATION INFORMATION CALL: STANDARD FORM 1449 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 657-20-3-8609-0238 09/21/2020 36C25520Q0798 09-21-2020 Jessica Barton jessica.barton1@va.gov 913-946-1987 09-25-2020 1:00pm CST 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 339113 750 Employees N/A X Jefferson Barracks VA Medical Center 1 Jefferson Barracks Drive St. Louis MO 63125-4199 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page In-Ceiling Patient Lift Systems for the Rehab Building, to include delivery, installation, and training per the attached SOW. Evaluation Criteria: LPTA See CONTINUATION Page X X X 1 Jessica Barton Contract Specialist 36C25520Q0798 Page 1 of Page 2 of 19 Page 1 of Table of Contents SECTION A 1 A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1 SECTION B - CONTINUATION OF SF 1449 BLOCKS 3 B.1 CONTRACT ADMINISTRATION DATA 3 Statement of Work 3 B.2 PRICE/COST SCHEDULE 10 ITEM INFORMATION 10 B.3 DELIVERY SCHEDULE 10 SECTION C - CONTRACT CLAUSES 11 C.1 52.212-4 CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (OCT 2018) 11 C.2 VAAR 852.212-71 GRAY MARKET ITEMS (APR 2020) 16 SECTION E - SOLICITATION PROVISIONS 17 E.1 52.211-6 BRAND NAME OR EQUAL (AUG 1999) 17 36C25520Q0798 Page 1 of Page 11 of 19 Page 1 of SECTION B - CONTINUATION OF SF 1449 BLOCKS B.1 CONTRACT ADMINISTRATION DATA 1. Contract Administration: All contract administration matters will be handled by the following individuals: a. CONTRACTOR: b. GOVERNMENT: Contracting Officer 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 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, or [] 52.232-36, Payment by Third Party 3. INVOICES: Invoices shall be submitted in arrears: a. Quarterly [] b. Semi-Annually [] c. Other [X] Upon Delivery, Installation, Training and Acceptance 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 Services Center http://www.fsc.va.gov/einvoice.asp Austin TX ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows: AMENDMENT NO DATE Statement of Work VASTLHCS JB Division, Building 54 Patient Ceiling Lift Background: VISN 15 is soliciting a contractor to furnish all design, site evaluation, labor, materials, and equipment to install permanent ceiling mounted patient care lifts in the newly constructed rehabilitation building (bldg 54). Numerous utility systems occupy the space above ceiling and must be considered when installing new equipment above the ceiling. It is strongly recommended that the contractor perform a thorough site evaluation prior to submitting a proposal (see information below). Scope of Work: (The manufacturer / model of units listed in the SOW are basis of design. Proposed units must meet or exceed these qualifications). The Contractor shall provide a technical and cost proposal for turn-key services to install patient lift systems in accordance with this scope of work. This proposal shall provide installation of all new lift system equipment including but not limited to; slings, lift devices, rails, support material, bracing and all other associated components required for complete, functional installation in the Jefferson Barracks Rehabilitation Building 54. Patient Lifts shall be Brand Name or Equal: Room 1A-143- Guldmann GH3+ (brand name or equal) 770 lb. Lift, Hoist w/ scale, X-Y system including two combi locks. Corridor C, Room C-113- Guldmann GH3+ (brand name or equal) 605 lb. Lift, Hoist w/ scale and training module; straight rail system (with Therapy Trainer module upgrade). Room 1A-102- Guldmann GH3+ (brand name or equal) 770 lb. Lift, Hoist w/ scale; X-Y system. This proposal shall also include installation of these lift systems including but not limited to any required plans, engineering details and documents, tools, labor, testing, training, cleaning supplies, containment systems, etc. All new lift systems must have a lifting capacity of no less than specified at each location. The rail systems must be designed, constructed, and installed in an X-Y (room-covering) design; in such a manner as to allow for maximum utilization of patient room space. Operation of the system must be smooth with no fast or jerky starts and stops. Operation of the system must allow for adequate lifting height allowing for transfer of patient from bed. Track systems shall be self-supporting either from the ceiling or from a post mounted system as required due to existing conditions. Existing hangers, Unistrut, or other support components shall not be utilized to support the lift tracks. No existing utility systems or supports shall be used for support or for bracing of the lift system. All new supports must be connected directly to building structural components. Technical Requirements: Contractor shall provide a plan for each room detailing location of lift rails, support structure above, and means of attachment. The lift systems must meet or exceed seismic bracing requirements as outlined in the VA Seismic Guidelines (H18-8). A written report certifying compliance with this standard shall be provided to the facility for each lift installation. Door frames are not to be cut or modified. If contractor proposes to cut or modify an existing door frame, documentation supporting this practice and providing modification procedures must be provided and certified by a licensed structural engineer and accepted by the VA. All lifts shall be weight tested prior to acceptance. Test weight shall be 150% of rated capacity and shall be applied to all points of suspension and traverse rail. Prior to testing, contractor shall submit rail deflection testing standards to the VA. Testing shall be observed by the VA COTR and a written report shall be provided following each test. The report shall include deflection measurements taken at locations of maximum deflection during the weight test. All deflection points shall be within defined code limitations. The certified contractor will be required to perform all work during the hospital normal business hours (M-F 8:00 AM 4:30 PM) excluding federal holidays. Contractor will provide all travel, labor, parts, test equipment (to include weight set), tools, and incidentals necessary to perform all required inspection services. Any overtime needed that would cause an increasing in invoicing must receive prior approval by the VISN Contracting Officer, through the COR (or designee). All services for this contract must meet manufacturer's performance and technical specifications, Federal Regulations, and other specifications that may apply such as National Electric Code (NEC), Life Safety Code (LSC), Joint Commission (JC), and VA Regulations. All contractor maintenance persons must use the Universal Precautions during cleaning and maintenance/repair procedures required by this service request. Contractor will be responsible for providing their own Personal Protective Equipment as applicable. The contractor will complete checklists for Installation Checklist for Ceiling Mounted Patient Lifts and/or Corrective and Preventive Maintenance Checklist for Ceiling Mounted Patient Lifts as outlined in VACO Patient Safety Alert AL14-07PSA. The applicable checklist must be completed and signed by the inspector/technician, the facility representative, and the unit manager where the work is done. The annual inspection checklist along with the VA inspection checklists (as applicable) shall be sent to the applicable facility POC (BMET, Facilities, and SPHM Facility Coordinator). Final equipment certification shall be provided in writing prior to acceptance by the VA. Any lift installation that modifies the function of a room s privacy curtains shall be addressed by lift installer. The mitigation plan must be submitted to and approved by the VA. Lift installation shall include dust containment during installation. All rooms shall be returned to the VA in their original condition. Any damage inflicted shall be corrected by the contractor. Contractor shall provide tacky mats at each entrance to the area where work is being done. Upon completion of installation all surfaces shall be vacuumed and/or wet wiped to remove dust/debris. Contractor shall provide the following to be considered for award: Education/Training Plan by vendor on use of all equipment, after installation completion, with specific timelines -- all shifts, all areas and possibly refresher courses. Include training plan for Bio-Medical staff which details any annual weight testing/inspection requirements required system warranty/certification Standardization of location of charging units in identified rooms. Written plan for installation of track lift system as applicable including mechanical anchor designs. Written plan for modifying existing structural, mechanical, electrical and other infrastructure systems if necessary. Provide drawings to show how rail system will be anchored to the structural concrete. Provide a specific timeline for installation. Provide an installation Infection Control Plan that meets the facility s infection control risk assessment requirements. Provide an Installation Plan A two-year warranty on equipment and five-year warranty on installation shall be provided to each facility. Specify all previous work done by vendor in VISN 15. Is it complete, including training? Provide Plan of Equipment Certification after install. Provide Plan reflecting availability of vendor for follow- up, to include but not limited to repairs, adjustment, sling replacement after installation is complete; and address after hours and weekend response during warranty period. Initial set up must include expendable accessories, such as slings. Provide one non-disposable, or two disposable slings per lift, as per facility specifications. Shall submit enough product information to allow the Government to evaluate the product(s) being offered. Equipment installed shall be subject to the following Specs: Available as UL listed full-system installations (UL 60601-1) Up to 26 span for unspliced rail 23 4 traverse rail span capability at 550 lbs. 20 traverse rail span capability at 1,000 lbs. Supplier system engineered lateral bracing brackets (Not after market) Optional InfraRed remote control of lift available Optional InfraRed remote control of lateral movement for motor and traverse rail O.S.H.P.D. (California seismic resistance) approved system installations available Rust/stain-resistant, single-bar-design hangar bar with integrated bearing-swivel and closed-cell handgrip; available in multiple sizes 100% motor testing before shipment In-field-serviceable software-based controller boards Anodized aluminum rail finish to prevent flaking, chipping, fading, or peeling Over-speed safety governor on motor Soft start/stop control Visual low battery indicator Battery charger is splash proof and double insulated, provides continuous charge at all times, in any location within overhead rail system Sound level of lifting motor to be less than or equal to 52dB(A) Emergency switch to offer disengagement then emergency lower at controlled speed All installations are completed by Factory Certified, US installers. Available UL certification of entire installation; as opposed to UL listing on the transformer only Provision of system approval on room covering according to ISO EN 60601-1 Medical Equipment Provision of system approval on room covering according to ISO EN 10535 Safe Patient Handling Equipment Installation hardware meets IBC 2006 (International Building Code) standards Payment: Payment will be made at the completion and/or acceptance of all equipment installations. Personnel Qualifications Contractor personnel performing preventive maintenance inspections and repair services must be fully qualified as per the original manufacture technical certification requirements. Site visit: A site visit is recommended prior to bidding to ensure the contractor completely understands the requirements of this solicitation. The pre-bid site visit will be conducted on 15 September 2020 at 2:30 pm CST, meeting at the entrance of building 102T. Site visits outside of this specified time will not be granted. POC for the site visit is Heather Taylor at heather.taylor2@va.gov or Chad Markus at chad.markus@va.gov. These photos show existing conditions in the spaces. These photos are NOT a complete representation of each space and it is the responsibility of the contractor to verify existing conditions. Shared Gym: ADL: Caregiver: B.2 PRICE/COST SCHEDULE ITEM INFORMATION ITEM NUMBER DESCRIPTION OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001 1.00 EA __________________ __________________ Guldmann GH3+ Lift (up to 770 lbs) - Brand Name or Equal 0002 1.00 EA __________________ __________________ Guldmann GH3+ Lift (up to 605 lbs) - Brand Name or Equal 0003 1.00 EA __________________ __________________ Guldmann GH3+ Lift (up to 770 lbs) - Brand Name or Equal 0004 1.00 JB __________________ __________________ Delivery, Installation, and Training GRAND TOTAL __________________ B.3 DELIVERY SCHEDULE ITEM NUMBER QUANTITY DELIVERY DATE ALL SHIP TO: St. Louis VA Medical Center Jefferson Barracks Division 1 Jefferson Barracks Drive St. Louis, MO 63125 4199 USA ALL MARK FOR: Heather Taylor 314-894-6169 heather.taylor2@va.gov 36C25520Q0798 Page 1 of Page 18 of 19 Page 1 of 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. (End of Clause) C.2 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, a...