36C26122Q0641.docx

36C26122Q0641

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.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

640-22-3-040-0088

36C261-22-AP-3696

36C26122Q0641 06-27-2022 Moneque Rodriguez 808-539-1304 07-08-2022 12:00 Department of Veterans Affairs Network Contracting Office (NCO) 21 3230 Peacekeeper Way, Bldg. 209 McClellan

CA

95652 X Y 541519 $30 Million N/A X Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto

CA

94304 Department of Veterans Affairs Network Contracting Office (NCO) 21 3375 Koapaka St. STE F250 Honolulu

HI

96819-1522

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Vocera Messaging Expansion, VA Palo Alto Health Care System, Community Living Centers, Menlo Park and Livermore Period of Performance:

Base: Date of Award - September 30, 2022 Option Year 1: October 01, 2022 - September 30, 2023 Option Year 2: October 01, 2023 - September 30, 2024 Option Year 3: October 01, 2024 - September 30, 2025 Option Year 4: October 01, 2025 - September 30, 2026 See CONTINUATION Page X X X one Mohammed Hussain Contracting Officer 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 Mohammed Hussain Department of Veterans Affairs Network Contracting Office (NCO) 21

3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652

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.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of VHA Supplemental Contract Requirements for Combatting COVID-19

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, contractors shall show proof of vaccination.

i. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2) If unvaccinated, contractors shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test that includes an affiliated telehealth service.

3) Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4) Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

3. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

1. For indefinite delivery contracts: Contractor agrees to comply with VHA Supplemental Contract Requirements for any task or delivery orders issued prior to this modification when performance has already commenced.

STATEMENT OF WORK (SOW)

as of June 02, 2022 VOCERA Messaging Expansion – Community Living Centers

1. Contract Title. Vocera Messaging Expansion, VA Palo Alto Health Care System, Community Living Centers, Menlo Park and Livermore

2. Background. Vocera messaging devices allow for easy communication with nursing staff who are providing patient care. This will include one (1) full-time remote Vocera System Administrator for serving end users on two (2) campuses which include the Vocera Application Server Cluster, Vocera SIP Telephony Gateway Server, Vocera Client Gateway Server, Vocera Report Server, and Vocera Messaging Server. The objective is to increase the utilization of Vocera for the needed critical communications of Nursing Staff throughout the VA Palo Alto Health Care System and specifically the Community Living Centers.

3. Specific Tasks.

Vocera will provide “Customer” with one (1) REMOTE Vocera Systems Administrator for the term of the contract. The Vocera System Administrator will focus on knowledge transfer to Customer appointed System Administrator(s) as requested by Customer. The Vocera System Administrator will be an employee of Vocera and will be responsible for on-going management of the Vocera implementation and utilization as outlined below.

4.1 Vocera Data & Device Management

4.1.1 Establish, update, and maintain processes for submitting data and device changes to Vocera database.

4.1.2 Add/delete/update users, groups and address book entries as requested by using departments.

4.1.3 Export user, group, and address book information for review by using departments for accuracy and currency (every 6 months).

4.1.4 Maintain device management data.

4.1.5 Develop, update, and maintain processes for changes in badge ownership, ordering new equipment, troubleshooting equipment, repairing equipment, requesting, and processing RMA’s, reporting damage and budget trends, maintaining spares pool, coaching on replacement budget planning, training users and leadership on device management best practices, scheduling reports, and aiding with finding lost equipment.

4.2 Vocera Software Management

4.2.1 Apply Vocera service packs and hot fixes. Please note that this does not include upgrades to a new software major or minor release. Upgrades to new releases may be contracted for separately.

4.2.2 System health analysis (every 6 months).

4.3 Vocera Deployment Optimization

4.3.1 Refine deployment call flows and messaging groups to improve usability of the Vocera system.

4.3.2 Round on each unit to coach staff, learn workflow, uncover issues, resolve issues, and develop relationships

4.4 Vocera Report Management

4.4.1 Set up scheduled reports as requested by end user unit leaders.

4.4.2 Provide consultation to units regarding the reports available.

4.4.3 Review reports and provides consultation to end user units, network staff and other key support staff and stakeholders regarding actions needed to optimize Vocera system and user performance. (Monthly)

4.5 Vocera Training and Orientation Management

4.5.1 Develop, update, and deliver training for new employee orientation for Vocera users.

4.5.2 Establish process for on boarding of new Vocera users.

4.5.3 Establish process for reviewing Vocera reports to identify and coach users experiencing less than optimal performance.

4.5.4 Maintain training materials and make easily available to staff for self-review and refresher.

4.5.5 Maintain at least a 10% Super User population across all units and shifts; providing training to keep the Super User population competent and constant.

4.5.6 Provide upgrade training for changes in functionality affecting end users.

4.6 Vocera Issue Escalation Management

4.6.1 Develop, update, and maintain process for end users to report Vocera issues.

4.6.2 Address and resolve issues regarding Vocera equipment, database, and users.

4.6.3 Escalate issues regarding integrated systems, including Extension, to the appropriate Customer or vendor contact.

4.6.4 Escalate issues regarding network or servers to the appropriate Customer contact.

4.6.5 Escalate issues with the Vocera product to Vocera Technical Support.

4.6.6 Track and trend Vocera issues to institute process improvements where possible to reduce issue escalations.

4.6.7 Follow up with issue reporter to provide update status and resolution.

5. Deliverables: As listed above in sections 4

6. Contractor Qualifications. There are no contractor requirements for this contract.

7. Performance Monitoring. The Subject Matter Expert (SME) or Contracting Officer’s Representative (COR) will evaluate the services required and monitor the performance of this contract to ensure compliance with the terms and conditions of the contract.

8. Government-Furnished Equipment and Government-Furnished Information Vocera remote System Administrators should have access/introduction to clinical engineering, infection control, telecom, applications, and network staff as well as key clinical stakeholders.

They should be managed by a clinical resource to facilitate relationship with clinicians and access to clinical flows.

Provide access to a high-quality color printer for printing Vocera training materials.

9. Security Requirements Provide access to the Vocera servers, access to Customer’s policy and procedure information, and security access to all implemented areas/floors with a few exceptions (narcotics areas, etc.).

9.1.1 Access to other systems such as change management, internal help desk systems, shares, and personnel systems may also be required.

9.1.2 A customer email account is strongly recommended.

9.1.3 Ensure the Vocera remote System Administrator has the permissions and rights needed to support the Extension middleware solution.

9.1.4 Ensure the Vocera remote System Administrator has any needed access and permissions to report and maintain technical case information and otherwise represent the customer with Extension, Inc.

9.1.5 Provide a Vocera badge configuration computer with a dedicated access point and access to it.

9.1.6 Ensure the access points, network infrastructure, hardware and systems software support the requirements for the Vocera Communications System.

The C&A requirements do not apply, and that a Security Accreditation Package is not required. At no time will the vendor be in contact or have access to VA sensitive information. VA sensitive information procedures will be followed per VA Handbook 6500.6.

10. Period of Performance. Contract award (begin) with delivery of deliverables and a potential for four (4) option years.

11. Delivery Schedule The contractor must be able to provide support, materials, equipment and training on with nursing staff upon award of the contract.

12. Quality Assurance Surveillance Plan (QASP).

The Subject Matter Expert (SME) or Contracting Officer’s Representative (COR) will evaluate the services required to ensure compliance with the terms and conditions of the contract.

13.0 Invoice / Payment: The Contractor shall submit the invoice at the completion of services to the POC/COR prior to submitting it to OB10 for verification. OB10 shall forward the Contractor’s invoice directly to DFAS Austin (also known as the Finance Service Center) for payment. All invoices shall include the Contract number, Purchase Order number, Order Date, Period of Performance, and Description of Services. The invoices shall provide significant detail to enable reconciliation.

14.0 OB10 electronic registration. VA entered a relationship with OB10, a global provider of electronic invoicing. With OB10, all Contractors will be able to securely submit invoices directly from their existing billing systems. Contractors can easily submit invoices electronically through OB10.

By submitting invoices electronically through OB10, the Contractor will experience prompt payment with reduced exceptions. Your participation is required to continue providing products or services to the VA in compliance with the Improper Payments Elimination and Recovery Act of 2010 (IPERA) and Mandate AN97. The rule mandating electronic invoice submission was published on Nov 27, 2012, and has an effective date of Dec 27, 2012. Mandate AN97 can be located on the Federal Registry at the link provided: https://federalregister.gov/a/2012-28612 .

14.1 “How-to register with OB10” instructions will be provided to the vendor if needed.

14.2 Vendor e-Invoice Set-Up Information: Contact OB10 at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or OB10, contact the FSC at the phone number or email address listed below:

OB10 e-Invoice Setup Information: 1-877-489-6135 OB10 e-Invoice email: VA.Registration@ob10.com FSC e-Invoice Contact Information: 1-877-353-9791 FSC e-invoice email: vafsccshd@va.gov

Security Clauses

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 Handbooks as 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.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Vocera Enterprise License - Voice, 150 User Add-On, NA Contract Period: Base POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 910-01941

Vocera Messaging, 150 user add-on

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 910-02007

V5000, Smartbadge, inc. 1 yr warranty

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 220-02100

V5000,FIPS 140-2 Device License Ver 1.0

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 261-01950

V5000 Battery

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 230-02150

V5000, Charger, 8-Bay, Universal

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 230-02158

V5000/C1000, Adapter, 10W Charger, Universal

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 230-01930

V5000, Lanyard, Holster, 25 Pack

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 230-02152

V5000, Clip, Grip, 25 Pack

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 230-02155

V5000, Training Kit, 100 Users

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 230-02200

Warranty, V5000, 2-Year extension

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 920-05002

Warranty, V5000, 8-Bay Charger, 2-Year extension

POP Begin: 07-18-2022 POP End: 09-30-2022 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 920-05082

Vocera Premier Support, Enterprise License - Voice, 150 User Add-On Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 920-01929

Vocera Premier Support, Messaging, 150 user add-on Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

MANUFACTURER PART NUMBER (MPN): 920-02079

Vocera Premier Support, Enterprise License - Voice, 150 User Add-On Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

Vocera Premier Support, Messaging, 150 user add-on Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

Vocera Premier Support, Enterprise License - Voice, 150 User Add-On Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

Vocera Premier Support, Messaging, 150 user add-on Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

Vocera Premier Support, Enterprise License - Voice, 150 User Add-On Contract Period: Option 4 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

Vocera Premier Support, Messaging, 150 user add-on Contract Period: Option 4 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: 7G21 - IT and Telecom - Network: Digital Network Products (Hardware and Perpetual License Software)

B.3 DELIVERY SCHEDULE

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

VA Palo Alto Health Care System 3801 Miranda Ave.

Palo Alto, CA 94304

Last Updated on Monday, June 27, 2022

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES 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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days before contract expiration.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days before contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.4 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2022) (JUL 2020) (DEVIATION)

(a) Applicability. This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in—

(1) Israel, and the anticipated value of the acquisition is $50,000 or more;

(2) Mexico, and the anticipated value of the acquisition is $92,319 or more; or

(3) Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or the United Kingdom and the anticipated value of the acquisition is $183,000 or more.

(b) Cooperation with Authorities. To enforce the laws prohibiting the manufacture or importation of products mined, produced, or manufactured by forced or indentured child labor, authorized officials may need to conduct investigations to determine whether forced or indentured child labor was used to mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or the equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the contracting agency, the Department of the Treasury, or the Department of Justice by providing reasonable access to records, documents, persons, or premises upon reasonable request by the authorized officials.

(c) Violations. The Government may impose remedies set forth in paragraph (d) for the following violations:

(1) The Contractor has submitted a false certification regarding knowledge of the use of forced or indentured child labor for listed end products.

(2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this clause, with an investigation of the use of forced or indentured child labor by an Inspector General, Attorney General, or the Secretary of the Treasury.

(3) The Contractor uses forced or indentured child labor in its mining, production, or manufacturing processes.

(4) The Contractor has furnished under the contract end products or components that have been mined, produced, or manufactured wholly or in part by forced or indentured child labor. (The Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause unless sufficient evidence indicates that the Contractor knew of the violation.)

(d) Remedies.

(1) The Contracting Officer may terminate the contract.

(2) The suspending official may suspend the Contractor in accordance with procedures in FAR Subpart 9.4.

(3) The debarring official may debar the Contractor for a period not to exceed 3 years in accordance with the procedures in FAR Subpart 9.4.

(End of Clause)

C.5 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 09/30/2022. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made.