FSS-65-II-A - Vecna Technologies, Inc. - V797D60636

Revised September 2012

DEPARTMENT OF VETERANS AFFAIRS

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is GSAAdvantage.gov

Medical Equipment and Supplies FSC Group 65, Part II, Section A

FSC Class: 6530

Contract Number: V797D - 60636 Contract Period: July 1, 2016 to June 30, 2016

( For more information on ordering from Federal Supply Schedules, enter the following address into your web browser:

http://gsa.gov/portal/category/100623 )

Vecna Technologies, Inc.

36 Cambridgepark Dr.

Cambridge, MA 02140

Phone #: 617-864-0636

Fax: 617-864-2102 www.vecna.com

Business Size: Small

June 30, 2021

Vecna Technologies, Inc., 617-864-0636, www.vecna.com

“Prices Shown Herein are Net (discount deducted)”

Customer Information:

1a. List of awarded special item number(s):

SIN: A-83 ……………………………….. Page 4

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply: See Below.

SIN Product Number Product Description FSS Price

A-83 QCBot100 QCBot: 12-Month Lease:

includes (1) QCBot w/Standard Cabinet, License, & 1 Year Warranty and Support

$32,498.49

A-83 QCBot100- Implementation

QCBot: Implementation Services (Site Analysis, Work Flow, Installation, Program Management, Training)

$56.683.42

A-83 QCBot100-CentralSystem QCBot: Smart Manager for Optimization of Multiple Robots (package for the site for up to 5 robots)

$47,236.18

Door_Interface

QCBot: Automatic Door Interface (subject to meeting specifications); includes software license plus one automatic door interface. Hardware must be installed by customer.

$4,723.62

Elevator_Interface

QCBot: Elevator Interface (subject to meeting specifications); includes software license plus one elevator interface box for one elevator car.

Hardware must be installed by customer.

Elevator_Car_Box

QCBot: Elevator Interface box;

one per each additional elevator car.

$1,133.67

A-83 QCBot100-Door_Box QCBot: Door interface box; one per each additional automatic door.

$614.07

A-83 QCBot100-Yr2+Lease QCBot: Year 2 & Beyond 12- Month Lease, includes License & Support

$2,5507.54

A-83 QCBot100-Yr2+Warranty QCBot: Year 2 & Beyond Extended Hardware Warranty

$5,101.51

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item:

Not Applicable

2. Maximum order: $50,000

$25,507.54

3. Minimum order: No minimum

4. Geographic coverage (delivery area): 48 states and District of Columbia

5. Point(s) of production (city, county, and State or foreign country):

Woburn, Middlesex, MA

6. Prices shown herein are Net (discount deducted)

7. Quantity Discounts: None

8. Prompt Payment Terms: 1% - 20, Net 30 days

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold:

Accepted with no limit

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold: Accepted with no limit

10. Foreign items (list items by country of origin): Not Applicable

11a. Time of delivery: 45 days ARO

11b. Expedited delivery: Government pays the difference between normal delivery and expedited delivery.

11c. Overnight and 2-day delivery: Government pays the difference between normal delivery and expedited delivery.

11d. Urgent requirements: The schedule customer may contact the Vecna Technologies representative to effect a faster delivery.

12. FOB Point(s): Destination to all 48 states and the District of Columbia; Point of Exportation to AK, HI, & PR

13a. Ordering address(es): See below

13b. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3

14. Payment address(es):

Vecna Technologies, Inc.

36 Cambridgepark Dr.

Cambridge, MA 02140

Phone #: 617-864-0636

Fax: 617-864-2102

15. Warranty provision: See Attachment -1 – Federal Government Master Services Agreement

Returned Goods Policy: See Attachment-2 – Federal Government Returned Goods Policy

16. Export packing charges, if applicable: Not Applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level): Accepted with no limit

18. Terms and conditions of rental, maintenance, and repair (if applicable): Included in the price of the product, with an option to purchase.

19. Terms and conditions of installation (if applicable): Included in the price of the product.

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): See Attachment -1 – Federal Government Master Services Agreement

20a. Terms and conditions for any other services (if applicable): Not Applicable

21. List of service and distribution points (if applicable): Woburn, Middlesex, MA

22. List of participating dealers (if applicable): Not Applicable

23. Preventive Maintenance (if applicable): Not Applicable

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g., contractor’s website or other location). The EIT standards can be found at www.Section508.gov/ : Not Applicable

25. Data Universal Number System (DUNS) number: 094078958

26. Notification regarding registration in System for Award Management (SAM) database: Yes, registered

FSS Contract Products and Pricing

SIN Product Number Product Description FSS Price

A-83 QCBot100 QCBot: 12-Month Lease:

includes (1) QCBot w/Standard Cabinet, License, & 1 Year Warranty and Support

$32,498.49

Implementation

QCBot: Implementation Services (Site Analysis, Work Flow, Installation, Program Management, Training)

$56.683.42 http://www.section508.gov/

A-83 QCBot100-CentralSystem QCBot: Smart Manager for Optimization of Multiple Robots (package for the site for up to 5 robots)

$47,236.18

Door_Interface

QCBot: Automatic Door Interface (subject to meeting specifications); includes software license plus one automatic door interface. Hardware must be installed by customer.

Elevator_Interface

QCBot: Elevator Interface (subject to meeting specifications); includes software license plus one elevator interface box for one elevator car.

Hardware must be installed by customer.

Elevator_Car_Box

QCBot: Elevator Interface box;

one per each additional elevator car.

$1,133.67

A-83 QCBot100-Door_Box QCBot: Door interface box; one per each additional automatic door.

$614.07

A-83 QCBot100-Yr2+Lease QCBot: Year 2 & Beyond 12- Month Lease, includes License & Support

$2,5507.54

A-83 QCBot100-Yr2+Warranty QCBot: Year 2 & Beyond Extended Hardware Warranty

$5,101.51

$25,507.54

Master Services Agreement Between

Vecna Technologies, Inc.

and

1 DEFINITIONS

1.1 “Agreement” shall mean and shall include:

1. This Agreement;

2. Exhibit A: Statement of Work “(SOW”);

3. Exhibit B: Business Associate Agreement.

4. Exhibit C: Vecna Technical Support Framework

All such documents shall be made a part of this Agreement and incorporated herein by reference. Unless otherwise required by law, any conflicts among the above documents shall be resolved by giving precedence to the documents in the order listed above, beginning with this Agreement.

1.2 “Go-Live” shall mean as first productive use in a clinical environment

1.3 “Hardware Products” shall mean the hardware to be provided by Vecna as detailed in Exhibit A and any future Orders, including, but not limited to kiosks, peripherals, and servers.

1.4 “Subscription Services” shall mean hosting services, and software licenses, customer support, software maintenance, updates, and releases.

1.5 “Implementation Services” shall mean the services to be provided by Vecna as detailed in Exhibit A and any future Orders, including, but not limited to fees for implementation, integrations, and training.

1.6 “Products & Services” shall mean the Hardware Products and Subscription Services, and Implementation Services together.

1.7 “Integration” or “Interface” shall mean a one-way interaction with a separate system or a one-way interaction with multiple systems that all conform to the same specification.

1.8 “Orders” shall mean any purchase orders, task orders, and SOWs.

2 RIGHTS TO PRODUCTS

Federal Government Master Services Agreement 1 of 9 © 2013-2014 Vecna Technologies, Inc.

Confidential & Proprietary

Attachment 1

In consideration of the payments set forth in Section 4.0 below, Vecna will provide the Products & Services specified in Exhibit A. With respect to Vecna software included as part of the Products & Services, Vecna hereby grants to Customer a non-exclusive, non-transferable, right and license to use the Vecna software described in Exhibit A and any future Statements of Work. This license grant provides no right or license to copy or create derivative works.

Software License Type. The software license type shall be a [select which option applies]

[Option A term license] term license and shall continue until the underlying task order, purchase order, or contract expires.

[Option B perpetual license] perpetual license and shall continue indefinitely.

Vecna expects to support the software and compatible Hardware Products for 5 years. Vecna will give Customer one year notice prior to discontinuing support of the software and compatible Hardware Products. After the one-year period, all support of the software and compatible Hardware Products will be negotiated at the Purchase Order / Task Order level.

Customer may copy screen print and help documentation for purpose of internal training and workflow procedure documentation.

3 AGREEMENT TERM AND TERMINATION

Term. The term of this Agreement and the rights there under shall begin on the Effective Date, and shall continue until the underlying task order, purchase order, or contract expires.

Thereafter, this Agreement shall only continue upon receipt of a new or amended task order, purchase order, or contract that extends the expiration date.

Termination. Termination of this agreement, and the effects of such termination, shall be governed by the applicable federal laws and regulations governing contract termination.

4 INVOICING AND PAYMENT

Customer shall pay to Vecna the amounts specified in the FSS Contract or Award documents and in any subsequent Orders that come under this Agreement. The parties acknowledge and agree that the amounts specified in Exhibit A and any subsequent Orders are based on the agree-upon Products, Services, requirements, and dependencies as set forth in the FSS contract.

At the Delivery Order / Task Order level, based on specific orders, Customer acknowledges that pricing may change due to Customer requested changes to the Products & Services to be supplied, or by delays caused by Customer’s failure to meet the specified dependencies.

Based on these circumstances, Vecna will provide the Customer with proposed pricing to account for the changes or delays, and the parties will negotiate an mutually agreeable change order reflecting the price and scope changes.

Unless otherwise agreed to in Exhibit A or in any subsequent Orders, Customer shall make payments according to the following schedule:

Federal Government Master Services Agreement 2 of 9 © 2013-2014 Vecna Technologies, Inc.

Additional Orders of Hardware Products will be negotiated by the Ordering Facility

Subscription Services will be negotiated at the Delivery Order / Task Order level. :

Vecna shall commence work and/or fill any order(s) in relation to the SOW and any subsequent Orders upon (1) Vecna's receipt from Customer of a purchase order (or purchase orders) for the entire amount of the SOW or any subsequent Orders, (2) Vecna's written acknowledgement of receipt of such purchase order(s), 5 SCOPE

Federal Government Master Services Agreement 3 of 9 © 2013-2014 Vecna Technologies, Inc.

Vecna's responsibilities and obligations are limited to those specifically listed in the FSS Contract, including the attached Exhibits.

With the exception of anything described in the FSS Contract and its Exhibit(s), changes to Customer's databases, network, hardware, and major upgrades by other vendors necessitating change to the Products & Services are not included in the scope of this agreement.

Due to the high demand for Vecna self service solutions, failure by the Customer, due to its own fault, to meet Customer dependencies may result in the project being placed in the next available segment of the Vecna deployment queue and will result in delays in the project schedule.

Travel. Travel will be negotiated at the Delivery Order / Task Order level.

VPN Connectivity. Vecna requires use of VPN connectivity to communicate with Customer for Support/Maintenance of system operations. Vecna and Customer agree that Customer will be responsible for the setup of the VPN on the Customer side, and Vecna will be responsible for setting up the VPN connectivity on the vendor side.

Hardware Orders. All Hardware Products shall be made in the quantities described in the applicable Order and delivered in accordance with the implementation schedule stated in the applicable statement of work and shall require a minimum lead time of eighteen (18) weeks.

6 NOTICES

Notices may be sent by electronic mail, facsimile, certified mail, return receipt requested, or by express mail or similar overnight commercial delivery service. Notices are effective upon receipt.

Notices regarding this agreement shall be sent to following representatives:

FOR VECNA: FOR CUSTOMER:

Contractual Notices Contractual Notices

Michael J. Bearman Vice President and General Counsel legal@vecna.com

6404 Ivy Lane, Suite 500 Phone: 240-965-4500 Fax:

240-547-6133

Federal Government Master Services Agreement 4 of 9 © 2013-2014 Vecna Technologies, Inc.

mailto:legal@vecna.com

7 LIMITED WARRANTY

Vecna warrants the Hardware Products to be free from defects in workmanship and materials.

Vecna will repair, free of cost, any defects in the workmanship or materials of the Hardware Products within one (1) year after delivery of the Hardware Products, with the exception that the warranty period for Tablet Kiosks shall be for ninety (90) days only. Thereafter, Vecna will repair any defects in workmanship or materials at its then current labor, travel, and materials costs, unless Customer has the extended hardware warranty in effect, with the exception that the extended hardware warranty is not available for Tablet Kiosks.

Vecna warrants its compliance with the HIPAA Business Associate Agreement (BAA) signed with Customer at the order facility level.

Vecna represents and warrants that Vecna has all right, title, ownership interest, and/or marketing rights necessary to provide the Products & Services, and that the Products & Services and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”).

After appropriate consultation with Customer, and upon Customer's approval, Vecna shall indemnify and hold Customer and Product end users and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of any Litigation, any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Vecna may intervene in any such proceedings to defend and settle, at its expense, all suits or proceedings arising there from. Customer shall inform Vecna of any such suit or proceeding against Customer. With Customer's approval, Vecna shall control the defense of any such claim or action, but Customer shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. In the event an injunction is obtained against use of the Products & Services, Vecna shall, at its option and expense, either (A) procure for Customer and Product end users the right to continue to use the infringing Products & Services as set forth in this Agreement, or (B) replace or modify the infringing Products & Services to make its use non-infringing while being capable of performing the same function without degradation of performance, or (C) refund any payments made for the use of the Products & Services during that license period.

This warranty does not apply: (a) to damage caused to the Products & Services by accident, abuse, misuse, flood, fire, earthquake or other external causes; (b) to damage caused by operating the Products & Services outside the permitted or intended uses described by Customer; (c) to damage caused to the Products & Services by service (including upgrades and expansions) performed by anyone who is not a representative of Customer or authorized by Customer; (d) to any of the Products & Services that have been modified to alter functionality or capability without the written permission of Vecna; (e) to cosmetic damage to the Hardware Products, including but not limited scratches, dents and broken plastic on ports; or (f) to normal wear and tear of the Hardware Products.

Federal Government Master Services Agreement 5 of 9 © 2013-2014 Vecna Technologies, Inc.

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Federal Government Master Services Agreement 6 of 9 © 2013-2014 Vecna Technologies, Inc.

EXHIBIT A

SCOPE OF WORK

[INSERT PROPOSED AND ACCEPTED SOW]

Federal Government Master Services Agreement 7 of 9 © 2013-2014 Vecna Technologies, Inc.

EXHIBIT B

BUSINESS ASSOCIATE AGREEMENT

[INSERT CUSTOMER-SUPPLIED HIPAA BUSINESS ASSOCIATE AGREEMENT]

Federal Government Master Services Agreement 9 of 9 © 2013-2014 Vecna Technologies, Inc.

EXHIBIT C

TECHNICAL SUPPORT FRAMEWORK

[INSERT NEGOTIATED SUPPORT LEVEL FRAMEWORK]

Federal Government Master Services Agreement 9 of 9 © 2013-2014 Vecna Technologies, Inc.

V e c n a T e c h n o l o g i e s, I n c. 6404 Ivy Lane, Suite 500, Greenbelt, MD 20770 240-965-4500 PH 301-699-3180 Fax

Attachment- 2

RETURN POLICY for the Federal Supply Schedule

Returns - If there is a shipping error on behalf of the vendor, Vecna Technologies, Inc. will pay the cost to return ship the product both ways. If there is an ordering error on behalf of the Government, the Government will contact customer service within 30 days to request for a Return Merchandise Authorization, RMA. In addition, the box is to remain unopened, and the Government will pay shipping charges both ways to return the product. A $6000.00 ($3000 each way) re-stocking fee shall apply in this case, and Government receives full credit at invoice price for returned goods. Please note: upon the use of product, this will negate the Return Goods Policy.

All Return matters should be sent to:

Vecna Technologies, Inc.

71 Pine Street Woburn MA 01801 240-965-4550