36C24118Q9278-001.docx

36C24118Q9278

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 SI

GN 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. SIGN

ATURE 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

608-18-3-7073-0009 36C24118Q9278 08-23 -2018 Chris Humphrey 774-826-2618 09-07-2018

12:00 PM

Department of Veterans Affairs VA Boston Healthcare System Contracting Officer (90C) 940 Belmont Street Brockton MA 02301 X X 339112 1000 Employees N/A X Department of Veterans Affairs

VA

Manchester Healthcare System 718 Smyth Rd Manchester NH 03104 Department of Veterans Affairs VA Boston Healthcare System Contracting Officer (90C) 940 Belmont Street Brockton MA 02301

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp See VAAR 852.232-72 Austin TX 78714-9971 See CONTINUATION Page -RFQ for Philips (Brand Name) Patient Monitors w/ install.

Please see attached Statement of Work, Price Schedule, the Evaluation Criteria for full requirement details.

-Please see Section E.7 for details on how this solicitation will be evaluated and for full submittal requirem ents.

-RFQ questions are due 08/28/2018 at 10:00 AM EST. RFQ questions shall be submitted via email to:

Christopher.Humphrey@va.gov -RFQ responses are due on 09/07/2018 at 12:00 PM EST. RFQ responses shall be submitted via email to:

Christopher.Humphrey@va.gov $0.00 See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C241

VA Boston Healthcare System Contracting Officer (90C) 940 Belmont Street Brockton MA 02301

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

3. INVOICES: Invoices shall be submitted in arrears:

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 See VAAR 852.232-72 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Please see attached Price Schedule

Page 1 of Page 1 of

B.4 STATEMENT OF WORK

1.1 Introduction to Required Specifications

0. Purpose: The purpose of this Statement of Work (SOW) is to outline the tasks and responsibilities of the awarded Contractor in relation to the provision, installation, integration, upgrade, and implementation of patient monitoring equipment in the following areas. The Contractor shall be an authorized Philips distributer/installer and shall provide proof of the authorization:

· Urgent Care

· Upgrade Local PIIC Classic Central Station Hardware/Software to PIIC iX REV B (12 Sectors)

· Local PC

· New Desktop UPS

· Reconfigure Network Printer

· Reconfigure USB Recorder

· Install (11) new MX450 Patient Monitors as per configuration on quote (1 as Spare)

· Replaces (9) existing MP50s

· Upgrade (9) existing MMS modules with REV C Hardware

· Requires trade-in of existing (9) REV A MMS Modules

· Provide (2) new MMS for net new monitors

· Reuse existing M-Series Mounts

· Provide (1) additional M-Series mount for net new monitor

· Requires (1) cable run to new monitor location

· PACU

· Upgrade Local PIIC Classic Central Station Hardware/Software to PIIC iX REV B (16 Sectors)

· Local PC

· New Desktop UPS

· Reconfigure Network Printer

· Reconfigure USB Recorder

· Install (13) new MX450 Patient Monitors as per configuration on quote

· Replaces (13) existing MP30s

· 9 on Wall Mounts

· 4 on Rollstands

· Reuse existing MMS Modules

· Reuse existing M-Series Mounts

· Infrastructure

· Wired Infrastructure to support 24 wired bedsides. Includes

· Switches

· UPSs

· Installation Labor

· Replaces (2) old HP Switches with new Cisco 2960+ Switch

· in Urgent Care Closet

· in PACU Closet

The Manchester VA must require installation and implementation of a standardized turn-key system to monitor and measure the vital signs parameters of patients at the facility in acute care settings. The Contractor must provide all necessary tools, equipment/hardware, software, licenses, installation, maintenance, warranty and training in accordance with this SOW.

0.0.1 Primary Goals: The facility’s primary goals are to achieve standardization, enhancement of patient safety, reduction in redundant computer systems, enhance computer system integration, standardize and improve safety protocols, enhanced electronic medical record capabilities, more effective and efficient use of Nursing staff and overall improvement in patient care.

The facility’s specific goal with the purchase of the Intellivue Patient Monitoring System is to upgrade and replace the old patient monitoring system and improve obtaining vital signs from patients and the security of PHI. When patients become compromised during hemodialysis and cardiac treatments they are at risk for potential life threatening complications. When patients are seen in Emergency situations vital signs retrieval is detrimental to how the patient will receive treatment. These monitors will provide a consistent and reliable end user experience at point of care.

0.0.2 Financial Goals: To achieve equipment procurement.

0.0.3 Equipment: All equipment must be new, state of the art, and not recertified nor refurbished. All equipment must be compliant with current VA requirements for allowable operating system platforms.

0.0.4 Industry Standards: Unless otherwise stated, all equipment must be held to current industry standards for such equipment as present within the current market for PATIENT MONITORING equipment, supplies, and related services.

0.1 Definitions

0.1.1 Patient Monitoring System: All hardware and software associated with collection, monitoring, storage, recall, recording, and display of patient’s vital signs including but not limited to blood pressure, heart rate, pulse oximeter, and temperature readings.

0.1.2 Business Associate Agreement (Hereafter referenced as BAA): A business associate is an entity, including an individual, company, or organization that, on behalf of the VHA facility, performs or assists in the performance of functions or activities involving the use or disclosure of protected health information (Hereafter referenced as PHI), or that provides certain services involving the disclosure of PHI. VHA is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (Hereafter referenced as HIPAA) Privacy Rule (Privacy Rule). HIPAA regulations require VHA to execute HIPAA-compliant BAAs with everyone that receives, uses, or discloses VHA PHI in order to perform some activity for VHA. These BAAs obligate VHA business associates to provide the same protections and safeguards to PHI that is required of VHA under the Privacy Rule

0.2 Patient Monitor

0.2.1 Salient Characteristics/Hardware/Software

· MX450 Standard Monitor with 12" touchscreen that supports four waves and three invasive pressures when combined with the Multi-Measurement Server or X2 and extensions. Monitor includes critical care software that can support up to 20 patient profiles, enabling screens and alarm settings to be tailored to individual patients. Includes basic labor and installation.

1.3.2 Installation Requirements

1.3.2.1 Project Management

· The Contractor shall draft a Contractor Project Management Plan (CPMP) that lays out the Contractor’s approach, schedule, milestones, risks and resource support

· Topic areas to be addressed shall include oversight and communications with subcontractors while onsite at MAN VA location, as well as executing the timely distribution and delivery of all materials. The CPMP shall also include how the Contractor shall coordinate and execute planned, routine, and ad hoc data collection reporting requests as identified. The Contractor shall update and maintain the VA Contracting Officer’s Representative (COR) approved CPMP throughout the period of performance. The CPMP will include, but not be limited to:

· Project Schedule to include Milestones, Deliverables, and Critical Path

· Verification & Validation (V&V) Plan

· Training Plan

· Risks Management Plan

· Operations & Maintenance Plan (See Section 1.5 for further Detail)

· Project Closeout Activities/Procedures

1.3.2.2 Verification and Validation Requirement (Testing)

· The Contractor shall perform testing following installation to ensure the vital sign monitor systems are correctly interfaced with VISTA (Electronic Medical Records) through HL7

· The Contractor shall coordinate with VA Biomed & OIT to ensure correct and proper wireless connectivity before Contractor leaves the site and before turnover of equipment. MAN VA will not accept equipment that is not correctly interfaced

· The Contractor shall provide a final test plan that includes updates addressing any comments provided by the VA to the draft test plan

· The Contractor shall perform all installation and configuration necessary to complete the work, plus perform technical service checks to ensure product is fully operational in accordance with each manufacture’s operating standards.

· Acceptance testing is to be performed by the Contractor and VA personnel

· Disputes shall be resolved by the Contracting Officer

· The Contractor shall conduct a joint inspection with the onsite POC upon completion of delivery

· In the event deficiencies are identified, the Contractor shall provide a date when the identified deficiencies will be addressed if not addressed on the date of delivery.

· The Contractor shall conduct a joint inspection with the onsite POC after addressing all deficiencies

· All deficiencies identified during joint inspections shall be corrected by the Contractor before Government's acceptance of the item

1.3.2.3 Project Estimate Time Line

· Phase I: Project Kickoff. Estimated Start Date: As soon as contract Awarded

· Kickoff meeting

· Workflow design

· Phase II: Hardware installation and testing. Estimated Start Date: As soon as Phase I complete

· Phase III: Verification and Validation: Estimated Start Date: As soon as Phase III is complete

· Workflow testing

· Vista integration testing

· Pre Go-Live training

· Phase V: Go Live: Estimated Start Date: As soon Phase III is complete

· Phase VI: Post Go-Live: Estimated Start Date: 4 months after Go-Live

· Follow up training

· Validate and review workflow

1.3.2.4 Project phase requirements

· Provide a single point of contact for the implementation of this project.

· On-site attendance for one business day for Project, kick-off meeting with the Client

· Develop a project plan in accordance with site Master Schedule so not to affect continues of patient care

· Confirm and communicate the hardware delivery and implementation schedule

· Manage implementation and associated risk

· Contractor’s supervisor shall be on-site during equipment/software installation phase

· Schedule startup of all new equipment

· The Contractor’s project manager shall communicate any issues and notify the appropriate resources for resolution

· The Contractor shall provide an implementation plan and schedule an implementation meeting within two weeks from order shipment

· The Contractor shall identify specific deployment tasks and milestones in the implementation plan

· The Contractor shall provide and maintain an accurate, detailed Inventory List of the Contractor installed equipment and software including serial numbers, version release, and licenses

1.3.2.5 Training Requirement

· The Contractor shall provide onsite clinical training for not more than 100 clinicians, in small groups with 30 minute instruction sessions, not to exceed 8 hours per day (or at the discretion of the area nurse manager). Training at a minimum shall include end user roles/responsibility, how to safely operate the product, and safety features. The Contractor shall provide a competency check-off sheet for each individual upon completion of training. Training shall take place onsite at the Manchester VA Medical Center

· The Contractor shall provide a technical training for the MAN VA Biomedical Engineering staff. Training at a minimum shall include troubleshooting, performing preventive maintenance, and technical support.

· The Contractor shall provide a minimum of two days of follow-up end user training and system administrator training six months after Government acceptance (to be pre-arranged with MAN VA nurse managers as needed)

1.3.2.6 Description and Work

· Contractor’s Responsibilities:

· Based on approved deployment work schedule, the Contractor shall provide all labor necessary to install, deploy and configure the requirements of MAN VAMC

· Contractor shall receive and place equipment in the pre-arranged designated areas at the MAN VAMC

· The Contractor shall unpack and install all equipment in the designated area, and dispose of all trash. Disposing of the trash is the responsibility of the Contractor.

· Contractor shall perform all installation and configuration necessary to complete the work, plus perform technical service checks to ensure product is fully operational in accordance with manufacture operating standards

· Medical Center’s Responsibilities:

· Providing access to patient rooms, central station, hallways, and equipment rooms during normal business hours for implementation of all cable runs, mounting hardware installation, and general system installation requirements.

· Providing a single point of contact to work with in planning and implementing the services described.

· Working with Philips Healthcare to accomplish their task, in an agreed upon timeframe, in order to facilitate the project in as few trips as possible

· The Hospital will perform and document IEC CAT5, 5e and 6 cable certification tests on the critical care monitoring system network. Certification test documentation must be presented to the installation team prior to performing the medical system installation. Store the CAT5, 5e and 6 certification test documentation for 25 years.

· Asbestos removal and containment within all Philips Healthcare work areas above and below ceiling. If it is determined during the implementation that asbestos is present, Philips Healthcare will halt all work and notify the customer to schedule removal or containment.

· Assign a network engineer to work with Philips on network design

· Assign additional clinical staff during the transitions

· Provide IT resources during testing and go-live

· Provide rack space in all IT and equipment closets

· Install all CAT5, 5e and 6 UTP, STP or FTP cable prior to Philips installation.

· Remove all unused cabling, coax, and/or UTP.

· Terminate and certify all CAT5, 5e and 6 UTP, STP or FTP cable prior to Philips installation.

· Remove and dispose of all unused equipment.

· Install all Emergency Power as required by Philips.

· Install all wall mount channels/ceiling mounts to Hospital structure.

· Responsible for any structural changes (cabinets, desks, etc.).

1.3.2.7 Deliverables

· The Contractor shall provide an Excel cut sheet of the serial number for each piece of equipment installed listing IP addresses and MAC addresses for all equipment that attaches to the network by IDF

1.3.3 Assembly and Installation

1.3.3.1 Requirements

· The Contractor is required to manage and coordinate the installation timeline at the Manchester VA Facility with POC

· The Contractor shall assemble, configure, and test the equipment to ensure the VSM’s are operating in accordance with manufacturer’s standards

0.3 General Conditions

0.3.1 Delivery

· Delivery will be coordinated with the successful contractor after award of the contract. The Awardee Contractor shall contact the Onsite Point of Contacts (POC) listed below for this RFP to schedule a pre-delivery meeting to be conducted approximately 30 Days before the initial award delivery date for verification of delivery dates. Technical On-Site POC for this RFP is as follows:

· Biomed POC: Rachel Wilk, 603-624-4366 x2223 Kenneth Pinard, 603-624-4366 x6141

· The Awardee Contractor may be required to adjust the delivery date from the date specified in the contract award document, due to situations beyond the Governments control. The Government has the right to adjust the contract award delivery date for up to 90 days at no cost to the Government

0.3.2 Requirements

· On-site assembly and installation of items and performance of services identified in this document will take place during hours defined as: 0700 to 1500 (i.e.: 7:00 am to 3:00 pm ET), Saturday or Sunday, excluding Federal Holidays

· The PACU location is not in use on Saturdays and Sundays, which would be the most opportune time to install.

· The Contractor is required to provide all tools, labor, and materials to complete assembly and installation of the items detailed in this document.

· The Contractor shall have an on-site representative for the duration of assembly and installation to serve as the primary interface with the Manchester VAMC staff.

· The Manchester VA will provide a staging area for the equipment to be staged before deployed

0.3.3 Delivery Location

· Contractor shall deliver all equipment to the:

Manchester VA Medical Center 718 Smyth Rd Manchester, NH 03104

0.3.4 Delivery Markings

· Contractor shall deliver items in manufacturer’s original sealed containers with manufacturer’s name clearly marked thereon. Deliveries shall be marked with the PO and Contract Number

0.4 Operations and Maintenance

· The Contractor will provide telephone and remote diagnosis and technical support 24x7

· Onsite support if issue can’t be resolve through remote access

· Hardware (if applicable) and Software support to include: updates and upgrades, software licenses, Window Anti-virus protection

· Vista Interface mapping reconfiguration: at most 2 times a year

· Contractor must comply with all VA mandated and local permitted/safety requirements

0.5 Patient Information Privacy and Protection

· In accordance with Appendix A, Handbook 6500.6 Checklist blocks 7, the C&A requirements do apply to this requirement, and Security Accreditation Package is required. The nature of this requirement is technical, in reference to no. 7, there is information to be protected

0.6 Period of performance

· The period of performance will be 90 days after receipt of award or less

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause) C.3 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and FAR 3.908.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of Clause)

C.4 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (MAY 2011)

(a) Definitions. As used in this clause— "Postconsumer fiber" means— (1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or

(2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not

(3) Fiber derived from printers' over-runs, converters' scrap, and over-issue publications.

(b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government.

(End of Clause) C.5 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of Clause)

C.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.7 VAAR 852.211-70 SERVICE DATA MANUALS (NOV 1984)

(a) The successful bidder will supply operation/maintenance (service data) manuals with each piece of equipment in the quantity specified in the solicitation and resulting purchase order. As a minimum, the manual(s) shall be bound and equivalent to the manual(s) provided the manufacturer's designated field service representative as well as comply with all the requirements in paragraphs (b) through (i) of this clause. Sections, headings and section sequence identified in (b) through (i) of this clause are typical and may vary between manufacturers. Variances in the sections, headings and section sequence, however, do not relieve the manufacturer of his/her responsibility in supplying the technical data called for therein.

(b) Title Page and Front Matter. The title page shall include the equipment nomenclature, model number, effective date of the manual and the manufacturer's name and address. If the manual applies to a particular version of the equipment only, the title page shall also list that equipment's serial number. Front matter shall consist of the Table of Contents, List of Tables, List of Illustrations and a frontispiece (photograph or line drawing) depicting the equipment.

(c) Section I, General Description. This section shall provide a generalized description of the equipment or devices and shall describe its purpose or intended use. Included in this section will be a table listing all pertinent equipment specifications, power requirements, environmental limitations and physical dimensions.

(d) Section II, Installation. Section II shall provide pertinent installation information. It shall list all input and output connectors using applicable reference designators and functional names as they appear on the equipment. Included in this listing will be a brief description of the function of each connector along with the connector type. Instructions shall be provided as to the recommended method of repacking the equipment for shipment (packing material, labeling, etc.).

(e) Section III, Operation. Section III will fully describe the operation of the equipment and shall include a listing of each control with a brief description of its function and step-by-step procedures for each operating mode. Procedures will use the control(s) nomenclature as it appears on the equipment and will be keyed to one or more illustrations of the equipment. Operating procedures will include any preoperational checks, calibration adjustments and operation tests. Notes, cautions and warnings shall be set off from the text body so they may easily be recognizable and will draw the attention of the reader. Illustrations should be used wherever possible depicting equipment connections for test, calibration, patient monitoring and measurements. For large, complex and/or highly versatile equipment capable of many operating modes and in other instances where the Operation Section is quite large, operational information may be bound separately in the form of an Operators Manual. The providing of a separate Operators manual does not relieve the supplier of his responsibility for providing the minimum acceptable maintenance data specified herein. When applicable, flow charts and narrative descriptions of software shall be provided. If programming is either built-in and/or user modifiable, a complete software listing shall be supplied.