36C26123Q0084.docx

36C26123Q0084

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

101-23-1-5281-0020 36C26123Q0084 12- -2022 Mat Czeshinski 559-241-6433 12-27-2022 15:00

EST

Department of Veterans Affairs Network Contracting Office (NCO 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721 X 339112 1000 Employees N/A X Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California Healthcare System 10535 Hospital Way Mather CA 95655 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin TX 78714-9971 See CONTINUATION Page *Please see attached schedule* This RFQ is unrestricted and open to competition for BRAND NAME Olympus Easy Suite GI integration system in support of VA Northern California Healthcare System.

Please fill in the unit price and complete required information items in Section B.2 "Price Cost Schedule", and indicate the delivery timeframe in terms of number of days after receipt of order (ARO) in Section B.3 "Delivery Schedule".

Please complete block 17 above and identify the UEI number.

Quotes and RFIs may be submitted to mathew.czeshinski@va.gov See CONTINUATION Page X Angela M. Oppenheimer 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 Angela M. Oppenheimer Department of Veterans Affairs Network Contracting Office (NCO 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

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:

Northern California VA Medical Center Mather, CA 95655

SCOPE OF WORK AND GENERAL SPECIFICATIONS FOR GI SUITE 4K VIDEO ROUTING SYSTEM

1. Background:

The current GI suite video routing system is running on an unsupported operating system. This may potentially cause higher risk for cybersecurity attacks and vulnerabilities. Furthermore, this system may be flagged or continue to be flagged on vulnerability risks that are due for remediation. The current routing system is also incompatible with the main video routing solution across our health care system. The Image Stream EasySuite GI integration system is compatible with the new infrastructure. EasySuite enables better cohesion within the operating/procedure room and across the healthcare system by making it easier to display and manage high definition medical video and images. This system can interface with any standard video assisted GI equipment and display that image on any screen in the operating room.

2. Project Scope:

NCHCS is looking to procure a GI Suite integration system that will pair with existing infrastructure and standardize procedure room integration systems throughout VA Northern California Health Care System. The EasySuite System must interface with existing Image Stream infrastructure for video and image capturing. In terms of network and integration, the system will pair with the VA’s Electronic Health Record System. The integration systems, including monitors and accompanying cabling and mounts, video recording, streaming channel, multi-view tiling, and patient greeting system are the be purchased, configured and installed by the vendor at NCHCS for all GI rooms (quantity 7) in Bldg. 645.

3. Definitions:

Acceptance Signature - VA designee signature; indicates VA accepts work status as stated in SOW

Biomedical Engineer(ing) - Supervisor or designee

CO - Contracting Officer

DICOM - Digital Imaging and Communications in Medicine

HL7 – Health Level 7

OI&T – Office of Information and Technology

MSDS – Material Safety Data Sheet

VA – Department of Veterans Affairs

VAMC – Department of Veterans Affairs Medical Center

VISN – Veterans Integrated Service Network

VistA – Veterans Health Information Systems and Technology Architecture

4. Specifications:

NCHCS GI integration system specifications were decided by the biomedical engineering and clinical department staff. Specifications of all hardware and software will be provided to the Contracting Officer Representative (COR) for a technical review before final approval. The required hardware, software and equipment are described below:

4.1 Equipment Technology Specifications:

· Operating system of Windows, or other non-Windows OS that is supported by VA OI&T on cabinets and workstations. It cannot be on the VA OI&T unsupported OS list.

· Windows Server 2019 Operating System or later.

· Images and videos captured through the system shall integrate into the existing Vaultstream data center for secure content archival and retrieval.

· Live streaming functionality for staff to view procedures outside the operating environment.

· Has the ability to edit video and image data, including the functionality to capture an image from recorded video for separate archiving and storage.

· Features patient privacy features that allow users to sanitize any video or image of all patient identifiable information so that it may be viewed or shared without infringing upon patient privacy policy and rights.

· Must be vendor neutral such that it may accept video and image data from any device (i.e. microscopes, ultrasounds, C‐arms, etc.), regardless of manufacturer, with the ability to route, capture, store, and transmit into the VA’s EHR system.

· Provides automatic video/image source identification within the graphical user interface, which alerts clinical staff to exactly what video sources are powered on and correctly connected to the network.

· Incorporates the use of universal connection plugs that allow clinical staff to plug in any video/image capture device into any input receptacle, regardless of modality or system type.

· Provides full DICOM integration with the EHR and query/retrieve integrating with the existing PACS systems via a compliant DICOM interface. This shall be done with a single point of integration, such that all video and image transmission from any GI room pass across the same singular integration point between the image management solution and VA information systems.

· Provides a single graphical user interface (GUI) in each operating room. The GUI provides control over all in‐room functions including: routing control, image capture, video recording, printing, video conferencing, live stream control, DICOM Integration, querying PACS images for display, telephony, music control, recorded case recall, etc. The GUI also provides single‐click control to put all displays in standby/sleep mode or to put the entire GI room into a “timeout” or clean up state whereby all music is shut off, lights are brightened, displays are paused. When the clinical procedure is ready to start/re‐start, the same single‐ click reverts all componentry back to its previous state. Lastly, the GUI must allow a user to save and close a procedure, automatically sending all case data to the virtual server and EHR for long term archive.

· Customizable preset room configurations that tailor the room settings (lighting, display routing, etc.) to individual physician’s preferences

· Has the ability to remotely log in and review recorded studies within the Vaultstream EasyView system from any internet‐connected device

· Has the ability to capture, manage, and archive GI procedure videos and images into an existing VaultStream Data Center.

· Provides unified routing of disparate video signals from VA furnished equipment to desired display destinations.

· Employs an open architecture that maintains signal quality with minimal degradation during routing regardless of VA furnished equipment make or model.

· Improves GI suite workflow and efficiency.

· Allows for manipulation of VA information systems on the same workstation controlling video routing.

· Device recognition feature for automatic identification of video source devises. Device recognition feature is to simplify workflow during GI setup and provide a single video source connection device for multiple video input devices that are expected to be used in a standard GI suite.

· Image and movie recording capabilities.

· Image/movie export to various software applications including MS PowerPoint.

· Approved on the VistA Imaging Approved DICOM Modality Interface to allow import and export to outside source (Picture Archiving and Communications System (PACS)/Electronic Health Record (EHR)).

· Allows for the viewing of live GI video streams in real‐time.

Hardware Features:

· Video/image capture quality shall be 4K, with the ability to support both single and dual channel recording

· 4K video/image data shall be unadulterated from point of capture to point of display (no downscaling or upconverting resolutions)

· Include a minimum 22’’ touch screen video routing control station capable of controlling video source selection and video routing

· KVM (multiple keyboard, video, and mouse) control system

· Split view functionality to allow for at least dual tiles view (2 input sources on 1 display or more)

· Provides up to three (3) wall mounted data port locations in each GI room

· Provides up to three (3) boom mounted data port locations in each GI room

· Dual channel (procedure and observation) view.

· Speakers and mp3 playing docking station that can to be controlled and used by a hands‐free telephony or equivalent means

· Power: 115 VAC 50/60 Hz 1200 W

· Isolation Transformer: 4‐outlet, 115 VAC, 600 VA (UL60601)

5. Delivery Location:

Sacramento VA Medical Center 10535 Hospital Way Mather, CA 95655

6. Installation:

All work and installation will be coordinated with the VA POC and individual sites GI, and Biomedical Engineering departments. Phasing and work schedule will be provided and coordinated with VA. A detailed installation schedule will be provided during the project implementation kick-off meeting. The installations will occur at the discretion of the VA and be coordinated with each site individually. The full deployment shall have a one year deployment window. This will allow for each site to plan and prepare all aspects of the new equipment. An additional representative at each of the facilities will act as a liaison to ensure that the vendor meets government expectations and follows the guidelines as set by the Contracting Officer.

The vendor will confine operations (including storage of materials) on Government premises to areas authorized and approved by the Contracting Officer. 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 VA. Vendor will sanitize all patient health information from videos and images prior to exporting from facility server. Vendor will adhere to state and local building and electrical codes.

Installation services provided by the vendor include the final assembly and interconnection of ISM equipment, as well as the connection to the power sources provided by the VA. Travel and lodging expenses for the installation team are included in the installation cost, which assumes that the entire installation will be completed during one continuous visit to the site or as specified in the SOW. Vendor will specify wire needed for remote cable runs or cable to be pulled by non-vendor employees.

Project Management Vendor will assign a dedicated Project Manager to fully manage the systems, solutions and installation provided by the vendor. The Project Manager will work directly with the VA’s assigned contact to provide full details, schedules and timelines of the project. The Project Manager will attend customer project meetings and will be on-site to insure proper information exchange and installation oversight needed for a successful project. The information the Project Manager will provide will include:

· Site inspections

· Site walk through

· Attend project meetings

· Provide project notes

· Conduit requirements

· Site specific overlay drawings

· Equipment specifications and cut sheets

· Electrical requirements

7. Warranty and Support:

Warranty of the equipment will be provided for one year upon receipt and acceptance of the equipment. The Chief Biomedical Engineer must sign off on acceptance before the warranty cycle begins. The warranty must be provided in the quote to cover all components of the medication dispensing cabinets and hardware equipment.

VA Engineering will 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 at no additional charge during warranty/contract period. The vendor will provide two (2) sets of user manuals and technical manuals to VA Engineering at each site.

For any repairs or services that will be performed during normal working hours, the vendor’s service representative will report upon arrival to the VA Biomedical Engineering Point of Contact or his 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 will 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.

8. Testing:

The contractor shall verify to Biomedical Engineering and GI Departments that the system meets all requirements stated on this contract through demonstration and validation. Warranty period will start upon sign off and acceptance signature from COR and using services.

9. Operations and Storage Areas:

The Contractor shall confine all operations (including storage of materials) on Government premises to areas authorized and approved by the Contracting Officer. 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 VA.

Debris will be removed daily by the contractor unless otherwise directed.

Workmen 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.

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.

10. Phasing:

The contractor shall submit a phasing schedule in writing to the VA for approval two weeks prior to the start of any work.

VISN 21 Medical Centers are fully operational hospitals. The Contractor must schedule his work around VA operations and specifically for the convenience of the hospitals. Contractor must note work at times other than normal operating hours.

11. 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 Contracting Officer.

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 will 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 VA MEDICAL CENTER.

The Contractor must follow all HIPA rules, regulations and restrictions regarding disclosure of any personal identifying information observed during the service of the equipment.

There will be no additional charge for time spent at the site during, or after the normal hours of coverage awaiting the arrival of additional FSE and/or delivery of parts.

NOTE: Any additional charges claimed must be approved by the VA before service is completed.

Contractors must abide by VA policy, including policies under special circumstances such as the COVID 19 pandemic to include mandatory masking, social distancing and screening upon entry.

12. Sign-in Procedures:

All Contractor workers are required to sign in and out at the VA Police Dispatch and the Biomedical Engineering Department at the corresponding locations as directed by the designee at each facility. A valid state driver’s license or state identification card is mandatory for all employees to have access to these facilities. All contractor employees are required to wear the assigned VA badge at all times.

If after-hour key service is needed, contact VA Police Dispatch at the corresponding facilities.

13. Mobile Media Scanning:

The Contractor will identify if removable media (i.e. USB or DVD/CD Device) is required to perform his/her duties. Chief, Biomedical Engineering 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 652.

14. Safety Data Sheet (SDS):

Contractor shall provide three (3) copies of each Safety Data Sheet for every product, chemical, etc. used on this project. SDS 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 SDS sheets. All instructions for use shall be followed. Products will not be used until SDS's are submitted to the VA.

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 VA Safety Officer.

15. 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 VA.

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

16. ID Badges:

All workers are required to obtain a time-limited I.D. badge from the VA Police Service located on the ground floor of Building 650. This badge must be worn at all times when workers are on site.

17. Estimates:

Vendors will submit one quotation for the purchase of the equipment and match the requirements outlined in this RFQ.

18. Records Management Language for Contracts Required The following standard items relate to records generated in executing the contract and should be included in a typical Electronic Information Systems (EIS) procurement contract:

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

3. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

4. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6. The Government Agency owns the rights to all data/records produced as part of this contract.

7. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

8. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

9. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

10. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

IR HTM 003 23b- NCHCS Olympus Video Routing for GI - VISN21- 22REQ2037b 2022-OIT-EHRM-145245-Infra-N/A 2022-OEHRM-273-3 Mather, CA Equipment In-Room video routing workstation (and software) PRINCIPAL NAICS CODE: 339112 - Surgical and Medical Instrument Manufacturing PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1007370

Please Provide:

OEM Name:_________________________________________

MPN:________________________________________________

Mather, CA Equipment 31 in. 4K surgical field display monitor

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1005322

Please Provide:

Mather, CA Equipment 31 in. 4K surgical field display monitor kit

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1006001

Please Provide:

Mather, CA Equipment Video Routing system site cable package

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1007383

Please Provide:

Mather, CA Equipment Single channel Video recording equipment

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1007380

Please Provide:

Mather, CA Service Video Routing system Design, PM and Install

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1006473

LOCAL STOCK NUMBER: 0

Please Provide:

Mather, CA Service Custom Design Services

PRODUCT/SERVICE CODE: 6515 - Medical and Surgical Instruments, Equipment, and Supplies

MANUFACTURER PART NUMBER (MPN): ISM-1000452

Please Provide:

B.3 DELIVERY SCHEDULE

10535 Hospital way Mather, CA 95655

USA

Page 1 of Page 1 of

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 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.3 VAAR 852.212-71 GRAY MARKET ITEMS (APR 2020)

(a) No gray market or remanufactured items will be acceptable. Gray market items are Original Equipment Manufacturers’ (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical equipment only for VA medical facilities.

(b) Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed equipment/system, verified by an authorization letter or other documents from the OEM. All software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

(End of Clause)

C.4 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract.