36C26121Q0343.docx

36C26121Q0343

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 ATTA

CHED

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. SIGNAT

URE 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

662-21-1-296-0005

36C261-21-AP-1101

36C26121Q0343 02-19-2021 Moneque Rodriguez 808-539-1304 03-05-2021

3PM

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System Koapaka St. STE F250 Honolulu HI 96819 X X Y 334510 1250 Employees N/A X Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) San Francisco VA Medical Center 4150 Clement St.

San Francisco CA 94121 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System Koapaka St. STE F250 Honolulu HI 96819

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page GE Mac Lab Upgrade ***See Schedule and Statement of Work*** See CONTINUATION Page X Mandy Thompson 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 36C261 Mandy Thompson

VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 3375 Koapaka St. STE F250 Honolulu HI 96819

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 FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

San Francisco VA Medical Center 4150 Clement St.

San Francisco, CA 94121 Dated: February 18, 2021 scope of work and GENERAL Specifications FOR Hemodynamic monitoring upgrade PURCHASE

1. Project Scope The San Francisco Veterans Affairs Medical Center (SFVAMC) is looking to upgrade our hemodynamic monitoring system, which shall also need to be capable of interfacing with the existing imaging and navigation equipment and the existing Veterans Affairs (VA) system, in terms of network and integration with the VA’s Electronic Health Record system, Veterans Health Information Systems and Technology Architecture (VistA) Clinical Procedures. An upgrade to the latest software version of the existing hemodynamic monitoring system, new virtualized servers for this system, and new workstation hardware and software are to be purchased, configured, and installed in the Cath Lab Department at the SFVAMC in San Francisco, CA. The purchase must include training for cath lab staff.

2. Delivery Location:

San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

3. Equipment Specifications

The San Francisco Veterans Affairs Medical Center (SFVAMC) hemodynamic monitoring equipment specifications are designed to outline all the SFVAMC Cath Lab and Biomedical Engineering requirements. These specifications also meet the ECRI criteria. The hemodynamic monitoring equipment specifications are provided below:

· System must be compatible and integrated with the proprietary Department of Veterans Affairs (VA) patient record systems Veterans Health Information Systems and Technology Architecture (VistA), specifically the Clinical Procedures package

· System must include a bi-directional interface with the installed Siemens imaging equipment via DICOM protocol

· System must include End Tidal Carbon Dioxide (EtCO2) module and software interface

· System must include 12-lead Electrocardiogram (ECG) capability and accessories

· System must include Fractional Flow Reserve (FFR) capability

· System must include Masimo oxygen saturation (SPO2) monitoring to ensure cross-compatibility across the medical center

· System must include invasive pressure monitoring of multiple concurrent signals

· System must include keyboard with defined functional shortcut keys

· System must be compatible with existing patient data modules (PDM) utilized throughout the medical center

· System includes one upgrade of existing MacLab 6.9 XT to MacLab AltiX or equivalent

· System includes one upgrade of two existing ComboLab v6.9 XT to ComboLab AltiX or equivalent, which includes Electrophysiology software

· System must include two electrophysiological signal amplifiers with 128 channels

· System must include applicable cables for upgrades

· System must include upgrade of existing GE INW server software and hardware for storing patient hemodynamic study data to INW AltiX platform or equivalent

· System must include upgrade of existing GE DMS server software to manage and maintain the master lists used by the MacLab/ComboLab systems and manage the system interfaces to CCW platform or equivalent

· System server software must be approved to be installed on existing virtual server infrastructure

· System must include a bi-directional interface with the currently installed Biosense Webster Carto3 3D mapping system to allow real-time mapping data to be imported into the ComboLab system

4. Warranty and Support

Warranty of the equipment must be provided for a minimum of one year upon receipt and acceptance of the equipment. The Chief Biomedical Engineer, or designee, must sign off on acceptance before the warranty cycle begins. The warranty must cover all components of the hemodynamic monitoring equipment.

Key Terms for warranty support:

· One year of warranty upon initial receipt and acceptance signature

· 4 hours call back response during normal business hours of 7AM to 5PM

· 24 hours on site response for repairs

· One preventative maintenance visit per unit

· Service reports sent to all appropriate points of contact

VA Engineering shall have full access to the hardware and software that constitute the system, including any diagnostic software features and general administration rights. The VA Engineering point of contact must be briefed, by the vendor, on all software upgrades and changes and agrees to each prior to installation. The vendor shall provide and install manufacturer recommended software upgrades and changes included in the cost of the system during warranty/contract period. The vendor shall provide two (2) sets of user manuals and technical manuals to VA Engineering at each site.

For any repairs or services that shall be performed during normal working hours, the vendor’s service representative shall report upon arrival to the VA Engineering Point of Contact or designee. Upon completion of the work, the vendor’s service representative must report in person to the Point of Contact and must present a copy of his/her field service report signed by the service using the equipment. This report must reflect date and time of service, name of company, and the name of the vendor’s service representative. At a minimum, this report must contain a detailed description of any services or repairs performed and identification of the units serviced. It must include a listing of replacement parts, when applicable. The report shall also include the vendor’s recommendations necessary to maintain the equipment in best operating condition. Preventive maintenance procedures followed should be thoroughly documented (step-by-step) on the service report.

A copy of the service report shall be provided to both the using Service and Biomedical Engineering.

5. Installation

All work and installation shall be coordinated with the Contracting Officer's Representative (COR) and the Cath Lab and Biomedical Engineering groups. Phasing and work schedule shall be provided and coordinated with the COR. A detailed installation schedule shall be provided during the project implementation kick-off meeting. The installation shall occur at the discretion of the COR and be coordinated with the VA. Contractor shall have no access to VA sensitive information during installation.

The San Francisco VA Medical Center is a fully operational hospital. The Contractor must schedule his work around VA operations and specifically for the convenience of the hospital. Contractor must note work at times other than normal operating hours. Proposals shall include consideration for costs related to after hours installation.

The vendor shall confine operations (including storage of materials) on Government premises to areas authorized and approved by the COR. The Contractor shall hold and save the Government, its officers and agents, free and harmless from liability of any nature occasioned by the Contractor’s performance. Working space and space available shall be as determined by the COR.

Contractors are subject to rules of the Medical Center applicable to their conduct. All personal automobiles and contractor trucks shall be parked at the contractor's staging area or offsite of the VA premises. Contractors must follow any applicable rules related to COVID-19 precautions in place at the medical center at the time of installation.

Execute work so as to interfere as little as possible with normal functioning of the Medical Center as a whole, including operations of utility services, fire protection systems and any existing equipment, with work being done by others. Do not store materials and equipment in other than the designated contractor storage areas.

Daily, Contractor shall keep work, storage, and staging areas clean and neat. Contractor shall provide sufficient trash containers so that there is no debris lying around. The containers shall be emptied at least weekly and more frequently, if needed.

6. Testing

The contractor shall verify to Biomedical Engineering and Cath Lab staff that the system meets all requirements stated on this contract through demonstration and validation. Contractor shall have no access to VA sensitive information during testing.

7. Training

The Contractor shall be responsible for providing on-site user training for the hemodynamic monitoring equipment. The San Francisco VAMC shall have eight eight-hour sessions of onsite user training included. Each session to be scheduled at San Francisco VAMC discretion. Content of training shall be agreed upon by SFVAMC clinical staff and contractor to ensure that clinical staff needs are adequately met. Training shall have a six-month window to be used. Training program shall also include access to online training resources. Contractor shall have no access to VA sensitive information during training.

8. Protection of Existing Structures, Equipment, Utilities, and Improvements:

The Contractor shall preserve and protect all structures and equipment on or adjacent to the work site. The contractor shall replace at his own expense damage to such items to the satisfaction of the COR.

Contractor shall take all measures and provide all materials necessary for protecting and preserving existing equipment and property in affected areas of installation against dust, debris and physical damage, so that equipment and affected areas to be used in Medical Center operations shall not be hindered. Contractor shall permit access to VA personnel through installation areas as required for maintenance and normal Medical Center operations.

When the installation area is turned over to Contractor, Contractor shall accept entire responsibility therefore. Contractor shall maintain in operating condition, existing fire protection, alarm equipment and other operating equipment in the installation area. IT IS VERY IMPORTANT THAT ESSENTIAL AND LIFE SAFETY SYSTEMS BE CONTINUOUSLY MAINTAINED AND NOT INTERRUPTED WITHOUT TWO WEEKS PRIOR WRITTEN NOTICE AND APPROVAL FROM THE SAN FRANCISCO VA MEDICAL CENTER AND THE COR OR DESIGNEE.

9. Sign-in Procedures:

Contractors may be subject to applicable COVID-19 screening procedures in place at the time of on-site work. All Contractor workers shall sign in and out at the VA Police Dispatch in the ground floor of Building 203 as directed by the COR or designee. A valid state driver’s license or state identification card is mandatory for all employees to have access to this facility. All contractor employees shall wear the assigned VA badge at all times on VA premises.

If after-hour key service is needed, the vendor shall contact VA Police Dispatch at 415-221-4810, extension 2003.

10. Material Safety Data Sheet (MSDS):

Contractor shall provide three (3) copies of each Material Safety Data Sheet for every product, chemical, etc. used on this project. MSDS sheets shall be provided for any material on the same day those materials arrive on VA property. At no time shall the contractor have, or permit subcontractors to have, materials on station without MSDS sheets. All instructions for use shall be followed. Products shall not be used until MSDS's are submitted to the COR.

The contractor shall maintain a current, green in color, loose-leaf notebook on the job site at all times, which is readily available for viewing by the COR or VA Safety Officer.

11. Work Hours:

Normal business hours are 7:30AM to 4:30PM Monday thru Friday excluding Federal Holidays. Work completed outside this time must be requested through the COR.

Requests for after-hours work must be submitted in writing to the COR two (2) weeks prior to work. The VA requires that information submitted must contain the extent of work, workers involved, the affected areas, and the estimated times of operation.

12. Information Security Requirements:

The Contractor will identify if removable media (i.e. USB or DVD/CD Device) is required to perform his/her duties. Contracting Officer Representative or designee will ensure the removable media is scanned with anti-virus software running current virus definitions prior to connection to any medical device system. The computer system for scanning removable media is located in the biomedical engineering shop, Building 6, Room 11.

Any hard drives removed from medical systems in the course of this installation must be handed over by the Contractor to VA personnel for destruction at no additional cost to the VA.

Appendix B

The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

Appendix C

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooksas VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

c. The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on-site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

f. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

h. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

4. SECURITY INCIDENT INVESTIGATION

a. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

b. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

c. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

d. In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

5. LIQUIDATED DAMAGES FOR DATA BREACH

a. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor/subcontractor processes or maintains under this contract.

b. The contractor/subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

c. Each risk analysis shall address all relevant information concerning the data breach, including the following:

(1) Nature of the event (loss, theft, unauthorized access);

(2) Description of the event, including:

(a) date of occurrence;

(b) data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code;

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

(7) The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and

(11) Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

d. Based on the determinations of the independent risk analysis, the contractor shall be responsible for paying to the VA liquidated damages in the amount of $37.50 per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

(1) Notification;

(2) One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

(3) Data breach analysis;

(4) Fraud resolution services, including writing dispute letters, initiating fraud alerts and credit freezes, to assist affected individuals to bring matters to resolution;

(5) One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

(6) Necessary legal expenses the subjects may incur to repair falsified or damaged credit records, histories, or financial affairs.

6. TRAINING

a. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems;

(2) Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training;

(3) Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

(4) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document – e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.]

b. The contractor shall provide to the contracting officer and/or the COTR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

c. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

The C&A requirements do not apply, and a Security Accreditation Package is not required

GOVERNING LAW: Federal law and regulations, including the Federal Acquisition Regulations (“FAR”), shall govern this Contract/Order. Commercial license agreements may be made a part of this Order but only if both parties expressly make them an addendum. If the commercial license agreement is not made an addendum, it shall not apply, govern, be a part of or have any effect whatsoever on the Order; this includes, but is not limited to, any agreement embedded in the computer software (clickwrap) or any agreement that is otherwise delivered with or provided to the Government with the commercial computer software or documentation (shrink-wrap), or any other license agreement otherwise referred to in any document. If a commercial license agreement is made an addendum, only those provisions addressing data rights regarding the Government's use, duplication and disclosure of data (e.g., restricted computer software) are included and made a part of this Order, and only to the extent that those provisions are not duplicative or inconsistent with Federal law, Federal regulation, the incorporated FAR clauses and the provisions of this Order; those provisions in the commercial license agreement that do not address data rights regarding the Government's use, duplication and disclosure of data shall not be included or made a part of the Order. Federal law and regulation, including without limitation, the Contract Disputes Act (41 U.S.C. §601- 613), the Anti-Deficiency Act (31 U.S.C. §1341 et seq.), the Competition in Contracting Act (41 U.S.C. §253), the Prompt Payment Act (31 U.S.C. §3901, et seq.) and FAR clauses 52.212-4, 52.227-14, 52.227-19 shall supersede, control and render ineffective any inconsistent, conflicting or duplicative provision in any commercial license agreement. In the event of conflict between this clause and any provision in the Order or the commercial license agreement or elsewhere, the terms of this clause shall prevail. Claims of patent or copyright infringement brought against the Government as a party shall be defended by the U.S. Department of Justice (DOJ). 28 U.S.C. § 516. At the discretion of DOJ, the Contractor may be allowed reasonable participation in the defense of the litigation. Any additional changes to the Order must be made by order modification (Standard Form 30). Nothing in this Order or any commercial license agreement shall be construed as a waiver of sovereign immunity.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Mac-Lab AltiX BT21 Upgrade

LOCAL STOCK NUMBER: P1713US

Masimo SPO2 Technology

LOCAL STOCK NUMBER: 2041390-058

Masimo English Language

LOCAL STOCK NUMBER: 2041390-003

Power Line Frequency 60HZ

LOCAL STOCK NUMBER: 2041575-002

Invasive Blood Pressure Enabled

LOCAL STOCK NUMBER: 2041575-003

CARESCAPE PDM Battery

LOCAL STOCK NUMBER: 2041390-041

No PDM dock

LOCAL STOCK NUMBER: 2041390-044

MASIMO PDM ACCESSORIES WITH BASE STATION - AHA

LOCAL STOCK NUMBER: P1961SM

CO2 Sidestream Sensor

LOCAL STOCK NUMBER: P1961CS

MONITOR

LOCAL STOCK NUMBER: P1961BB

ComboLab AltiX BT21 Upgrade

LOCAL STOCK NUMBER: P1715US

KIT CLAB II PLUS - 128 CHANNELS - ROHS

LOCAL STOCK NUMBER: P1008HU

Masimo SPO2 Technology

LOCAL STOCK NUMBER: 2041390-058

Masimo English Language

LOCAL STOCK NUMBER: 2041390-003

Power Line Frequency 60HZ

LOCAL STOCK NUMBER: 2041575-002

Invasive Blood Pressure Enabled

LOCAL STOCK NUMBER: 2041575-003

CARESCAPE PDM Battery

LOCAL STOCK NUMBER: 2041390-041

No PDM dock

LOCAL STOCK NUMBER: 2041390-044

MASIMO PDM ACCESSORIES WITH BASE STATION - AHA

LOCAL STOCK NUMBER: P1961SM

CO2 Sidestream Sensor

LOCAL STOCK NUMBER: P1961CS

Image Capture Color Interface kit

LOCAL STOCK NUMBER: P1701BG

MONITOR

LOCAL STOCK NUMBER: P1961BB

INW Server AltiX BT21 Upgrade

LOCAL STOCK NUMBER: P1716SU

GE Client Workstation AltiX BT21 Upgrade

LOCAL STOCK NUMBER: P1716CU

TIP Invasive Customer Site Training Program - Upgrade 6

LOCAL STOCK NUMBER: W0304CD

TIP DAY OF APPLICATIONS TRAINING

LOCAL STOCK NUMBER: W0330CD

INSTL-AFTER HOURS MAC-LAB/CARDIOLAB/COMBOLAB

LOCAL STOCK NUMBER: 2016376-091

INVASIVE PRJ MGMT SVCS

LOCAL STOCK NUMBER: W0037CD

CCW Single Site Invasive Workflow Only

LOCAL STOCK NUMBER: P0005LCED

TEST CCW BASE SW NO RPT

LOCAL STOCK NUMBER: P1000JKED

CCW INT ORDERS IN

LOCAL STOCK NUMBER: P1000JG

CCW INT PDF RPT EXP

LOCAL STOCK NUMBER: P1000JL

INVASIVE PRJ MGMT SVCS

LOCAL STOCK NUMBER: W0037CD

CVIS DATA MIGRATION DAY

LOCAL STOCK NUMBER: P0005ZJ

Invasive App Config Day

LOCAL STOCK NUMBER: W0053CD

CVIS Cath WF Only: This module is designed to allow for enhanced workflow within the department without the adoption of structured physician reporting. This module enables administrative workflow for cardiac catheterization related procedures in addition

LOCAL STOCK NUMBER: P1000L

CVIS EP WF Only: This module is designed to allow for enhanced workflow within the department without the adoption of structured physician reporting. This module enables administrative workflow for electrophysiology related procedures in addition to list

LOCAL STOCK NUMBER: P1000LA

CVIS HL7 ORDER IN INTEGR

LOCAL STOCK NUMBER: P1004RJ

CLINICL RPTS INT SVCS PDF

LOCAL STOCK NUMBER: P1004RL

B.3 DELIVERY SCHEDULE

Through 0039

San Francisco VA Medical Center 4150 Clement St.

San Francisco, CA 94121

USA

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…