36C24125Q0090 Original.pdf

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

36C24125Q0090 1-2-2025

Cynthia Thompson 603-624-4366 Ext 5842 01-29-2025

0400PM EST

Department of Veterans Affairs VAMC Manchester

718 Smyth Road Manchester NH 03104

X

621511

$41.5 Million

N/A

X

ATTN: Laboratory / Pathology

Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

The Department of Veterans Affairs intends to award a Firm- Fixed Price Blanket Purchase Agreement for Semen Analysis to support Laboratory/Pathology Departments within VISN 1.

Period of Performance March 15, 2025 – March 14, 2030.

The contractor will provide all personnel, equipment, tools, material and supervision necessary to perform the CPT services in accordance with the performance work statement; as well as all local, state and federal regulations.

Quotes must be submitted by Friday, January 29, 2025 at 4:00PM EST.

Question (if any) will need to be submitted no later than January,20 2025 by 4:00PM EST. Late questions or offers will not be considered.

This is a combined synopsis prepared IAW FAR 12.6 and 100% Set-aside for small business.

All Quotes must be emailed to cynthia.thompson2@va.gov.

See CONTINUATION Page

X X

X X

Cynthia Thompson

VA-VHA-RPOE-2022-224335

36C24125Q0090

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

B.5 INTRODUCTION

B.6 TERMS AND CONDITIONS

B.7 ADMINISTRATIVE DATA

B.8 PRICING DATA

B.9 OPTION TO EXTEND THE TERM OF THE BPA

B.10 AUTHORIZED LIMITS

B.11 OBLIGATION OF FUNDS

B.12 PERIOD OF PERFORMANCE

B.13 AUTHORIZED INDIVIDUALS

B.14 ORDER FORMAT

B.15 AUTHORIZED REPRESENTATIVES

B.16 FEDERAL HOLIDAYS

B.17 INVOICES

B.18 PRECEDENCE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...25

C.4 52.225-1 BUY AMERICAN—SUPPLIES (OCT 2022)

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

1984)

C.6 IT CONTRACT SECURITY

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.8 VAAR 852.211-70 EQUIPMENT OPERATION AND MAINTENANCE MANUALS

(NOV 2018)

C.9 VAAR 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA

BREACH COSTS (FEB 2023) ALTERNATE I (FEB 2023)

C.10 VAAR 852.212-71 GRAY MARKET AND COUNTERFEIT ITEMS (FEB 2023) ...39

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.12 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ..41

C.13 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

C.14 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

C.15 VAAR 852.247-72 MARKING DELIVERABLES (OCT 2018)

C.16 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2024)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (SEP 2023)

E.2 52.216-1 TYPE OF CONTRACT (APR 1984)

E.3 52.225-2 BUY AMERICAN CERTIFICATE (OCT 2022)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.6 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION

(Continuation from Standard Form 1449, block 18A.)

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Name:

Company:

Address:

Telephone#:

FAX #:

E-mail address:

B.1.1.2. GOVERNMENT: Cynthia Thompson, Contracting Officer

Department of Veterans Affairs VISN 1 Network NCO 1 Contracting 718 Smyth Rd Manchester, NH 03104 Telephone: 603-624-4266

E-mail: Cynthia.thompson2@va.gov

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer - System for Award Management (SAM), or

[N/A] 52.232-36, Payment by Third Party B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

Tungsten e-Invoice Setup Information: (877) 489 6135 Tungsten e-Invoice email: USClientServices@ob10.com FSC e-Invoice Contact Information: (877) 353-9791 FSC e-invoice email: vafsccshd@va.gov The following two codes will be required when creating a vendor profile:

B.1.5. SAM Unique Identifier: Please provide the Unique Entity ID assigned to your firm in the space provided:

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract:

B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

March 15, 2025, through March 14, 2030

B.2 STATEMENT OF WORK

Department of Veterans Affairs – VISN 1

STATEMENT OF WORK

Post-Vasectomy and Semen Analysis Services

A. Purpose:

Specialized referral laboratory fertility services are required. This contract shall cover clinical testing for semen analysis for non-vasectomy and post vasectomy patients and other select testing. The services shall be provided in a state-of-the-art medical facility.

The standard of services shall be of quality; meeting or exceeding those outlined in the licensing and accreditation section of this PWS. Contactor policies and procedures shall comply with Health Insurance Portability and Accountability Act (HIPAA).

Contractor will provide collection kits to VISN 1 VA Medical Centers listed below. These kits will be distributed to patients at their appointment to take home where they can collect their specimen and mail the sample directly to the testing lab. At home collection kits allows for patients to collect their sample in the privacy of their own home. The collection kit also increases that sample stability allowing for the sample to be mailed into the laboratory and removing the need for a sample to be brought to the lab in less than an hour for testing. Patients will not have to collect their sample at the hospital or drive their sample directly to the testing laboratory after collection. This method of collection and testing will assist to increase patient compliance and provide a better experience for the Veteran.

VISN 1 VA Locations:

The Government reserves the right to add additional VISN 1 Laboratories to this agreement.

B. SCOPE:

The contractor shall provide all personnel, equipment, supplies, facilities, tools, materials, supervision, and other items and services necessary to services as defined in this Performance Work Statement except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

Post-vasectomy and semen analysis services may include but are not limited to:

provision of test kits to VISN 1 Sites, advice on specimen preparation and storage;

shipping costs for the transportation of clinical laboratory specimens to the testing laboratory; follow up reminders to patients for submission of the sample, performance of analytical testing; reporting of analytical test results; and consultative services. The

VA Connecticut Healthcare System West Haven Campus 950 Campbell Avenue West Haven, CT 06516

VA Connecticut Healthcare System Newington Campus 555 Willard Ave.

Newington, CT 06111

VA White River Junction 215 North Main Street White River Junction, VT 05009

VA Manchester 718 Smyth Road Manchester, NH 03104

VA Central Western Massachusetts Healthcare System Northampton Campus 421 North Main Street Leeds, MA 01053

VA Maine 1 VA Center Augusta, ME 04330

VA Boston Healthcare System West Roxbury Campus 1400 VFW Parkway West Roxbury, MA 02132

VA Bedford Healthcare System 200 Springs Road Bedford, MA 01730

VA Boston Healthcare System Brockton Campus 940 Belmont Street Brockton, MA 02301

VA Boston Healthcare System Jamaica Plain Campus 150 S. Huntington Avenue Boston, MA 02130

Contractor shall be approved to provide clinical diagnostic laboratory tests under both Medicare and Medicaid regulations and all applicable federal and state laws.

Test Menu:

Semen Analysis o Sperm Count o Morphology o Motility % o Sample Volume o Concentration o Calculated Total Motile Count

Post Vasectomy Analysis o Sperm Count o Sample Volume o Concentration o Interpretation

C. GENERAL REQUIREMENTS:

The contractor shall be responsible for performing post-vasectomy analysis, semen analysis, and result interpretation on behalf of VISN 1 VAMC in accordance with the terms, conditions, and provisions outlined in this PWS.

1. Testing will be performed and reported within 5 days of receipt of sample.

2. The contractor shall provide all appropriate requisition forms, reminders to patients, and unique supplies needed for specialized collection of samples.

3. Patients will receive multiple reminders of when their specimen should be collected and mailed in for testing. Repeat reminders shall be sent when specimens are not received after their expected date of arrival. Reminders are also required for repeat testing as needed.

4. Perform analytical testing for VAMC patients for the tests defined in the test menu included in this PWS. The Contractor shall bill only for the tests specified in the request sent by the VAMC Laboratory service and that are contained in the test menu found in this PWS.

5. Post Vasectomy testing will include repeat testing at no additional cost until the patient receives a result confirming a successful vasectomy.

a. This repeat testing includes all costs associated with the test including additional collection kit, testing and resulting.

6. Provide replacement testing kits to the ordering facility when a kit that has been registered to a patient has not been received by the vendor after 9 months.

7. Provide a reference test manual, and report of analytical test results and consultative services as required assimilating the full scope of its laboratory operations.

8. The contractor shall accept the unique facility National Provider Identifier (NPI) number and not require an NPI for each individual ordering practitioner.

9. Provide a printed or electronic Laboratory Manual containing the following information:

• Testing methodology for a test must be defined in the laboratory user’s manual

• Department hours of operation

• Accreditation

• Technical Staff

• Service Departments (Method of contacting, phone numbers, hours of availability)

• Quality Assurance Information

• Report forms

10. Provide Billing Procedures & fee schedules for services provided

11. Procedures and criteria for phoning reports and other important information

12. Carry out its functions hereunder in full compliance with all local, state, and federal laws or regulations.

13. Provide all test result reports/consults on the same day of testing, by fax to the send-out office of the sending VA, or through the Contractor’s online web portal if acceptable. Contact information to be provided upon contract award.

14. Provide a consultation/laboratory result report containing the following information:

• Patient’s full name

• Patient’s date of birth

• Patient’s full social security number or unique hospital identification number

• Ordering Physician’s name

• Date/time of specimen collection, when available

• Date test completed

• Test(s) ordered

• Test result(s)

• Flagged abnormal results, if applicable

• Type of specimen/source

• Any additional comments related to test provided by ordering physician, if applicable

• Unsatisfactory specimen shall be reported with regard to its unsuitability for testing VAMC Lab accession number, if supplied VAMC submitting facility name.

Patient location if supplied.

Date/time specimen receipt Abnormal intervals/Toxic & therapeutic ranges, if applicable Any other information the laboratory has that may indicate a questionable validity of test results.

VAMC facility account number Contractor accession number Contractor address Contractor CLIA number Reference intervals, if applicable Testing laboratory name

15. Invoices must contain at a minimum the following information. The contractor shall provide this information on one original invoice:

Invoice Number PO Number Date of Service Test Description and CPT Code Unit cost Total cost

16. The test kits will be shipped and replenished in quantities as requested by the individual site laboratory. The laboratory departments will request the kits on an as-needed basis.

17. All pricing includes FOB destination with 2-day shipping upon order.

D. TERM OF THE CONTRACT: This agreement is for 1 base year, 4 additional option years and one optional 6-month extension.

E. CONFORMANCE STANDARDS: The contractor shall:

1. Maintain the minimum acceptable service, reporting systems, and quality control as specified herein. Immediate (within 24 hours) notification must be given to VA upon adverse action by a regulatory agency.

2. Assign a specific local account representative.

3. Advise VAMC facility of any planned changes in methodology, procedure, or reference ranges at least 14 days prior to changes. In the event that two-week notification is not possible due to emergency, contractor shall notify VAMC as soon as possible.

4. Not release patient’s records that include test results to any person other than the ordering healthcare provider, patient or VA Pathology and Laboratory Medicine staff member. All member records shall be treated as confidential so as to comply with all state and federal laws regarding the confidentiality of patient’s records. This provision shall survive termination of the resulting contract award.

5. Certify and ensure that all employees, officers, or agents do not use Protected Health Information received from any VAMC site that would constitute a violation of any applicable provision in standards set forth in the Health Insurance Portability and Accountability Act (HIPAA).

6. Provide 4 quarterly (Oct- December, January- March, April-June, July- September) utilization/cost reports and an annual report (for contract performance period) to the sending VA site laboratory administration and to the VISN1 Network Consolidated Laboratory office (NCL). The reports will be in Microsoft excel format and include at a minimum the following column header: date of service, CPT code, test name/procedure, test volume, cost per test, total cost. The data will be in the rows.

These reports shall be forwarded to the sending VA site and NCL within 30 days of the end of the quarter.

7. The contractor shall provide telephone number(s) and contact person(s) to be used by the VA Medical Center to make specimen problem inquiries and problem solving on weekdays. *NOTE: Also include names and telephone number(s) of Technical Directors and Pathologists available for consultation.

F. Licensing and accreditation – Contractor Laboratory:

1. Shall have all licenses, permits, accreditation certificates required by Federal law and State law.

2. Shall be accredited by the Department of Health and Human Services Clinical Laboratory Improvement Act of 1988 (CLIA), Commission on Office Laboratory Accreditation (COLA), The Joint Commission (TJC) or the College of American Pathologists (CAP). Copies of all professional certifications, licensures and renewal certifications shall be provided and updated as needed to the Contracting Officer to include the contractor laboratory’s Laboratory Director(s) and/or Medical Director(s).

3. Medical Director(s) must have suitable qualifications and experience to direct a laboratory providing consultation services under this contract according to CLIA and CAP standards.

4. Personnel assigned to perform the services covered by this contract shall be eligible to provide the services of this contract and licensed in a State, Territory, or Commonwealth of the United States or the District of Columbia. All licenses held by Contractor personnel working on this contract shall be full and unrestricted licenses.

Contractor Personnel assigned by the Contractor to work under this contract shall be licensed by the governing or cognizant licensing board.

5. Must comply with the regulatory requirements of Health and Human Services Health Care Financing Administration, Centers for Medicare, and Medicaid (CMS).

6. Must notify the Contracting Officer immediately, in writing, upon its loss (or any of its subcontractors) of any required certification, accreditation, or licensure.

7. Shall maintain safety and health standards consistent with the requirements set forth by the Occupational, Health, and Safety Administration (OSHA), and the Center for Disease Control (CDC) and Prevention.

G. Quality Control:

The contractor must operate a successful quality assurance program as required by CAP/TJC/CLIA. Services are to be performed in accordance with this Performance Work Statement (PWS). The quality control program must include procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which the contractor laboratory assures that work complies with the requirement of the contract.

The contractor’s facilities, methodologies (defined as the principal of the method and the references), and quality control procedures may be examined by representatives of the VAMC during the life of the contract.

H. Quality Assurance:

The Contractor shall comply with all applicable OSHA, Federal and State laws, the Joint commission (TJC), Collage of American Pathologists (CAP) and regulations required for performing the type of services described herein. The government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

I. Federal Holidays: (The contractor does not have to perform on these holidays) New Year’s Day Labor Day Martin Luther King Jr.’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Independence Day Christmas Day Juneteenth

J. Hours of Operation: The contractor is responsible for providing services 8-430p Monday – Friday. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential. All certifications must be kept current with any change of personnel assigned to this contract.

K. Physical Security:

The contractor shall be responsible for safeguarding all government equipment, information and property provided to the contractor laboratory.

L. Government Personnel: The follow personnel are Program Managers for this effort:

Wendy Strollo, Program Manager, VISN 1 Network Consolidated Laboratory Director Jacqueline Dang, Quality Manager, VISN 1 Network Consolidated Laboratory Holly Charpentier, Program Support Medical Technologists, Network Consolidated Laboratory Jacqueline Hite, Program Support Medical Technologists, Network Consolidated Laboratory

M. Contractor Program Manager: The contractor shall provide a contract manager who shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the contractor when the manager is absent shall be designated in writing to the contracting officer. The contract manager or alternate shall have full authority to act for the contractor on all contract matters relating to daily operation of this contract. The contract manager or alternate shall be available between 8:00 a.m. to 4:30p.m EST/EDT, Monday thru Friday, except Federal holidays or when the government facility is closed for administrative reasons.

N. Identification of Contractor Employees:

All contract personnel attending meetings and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed.

O. Contractor Furnished Items and Responsibilities:

The Contractor shall furnish all supplies, equipment, facilities, and services required to perform work as outlined in this contract.

P. Records Management:

The following standard items relate to records generated in executing the contract and should be included in a typical procurement contract:

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.

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.

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.

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.

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

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

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.

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.].

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.

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.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVICE

S

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

1.00 YR ___________

VISN1 SEMEN ANALYSIS TESTING

YR 1/5

POP: 3/15/2025 - 3/14/2026

Contract Period: Base POP Begin: 03-15-2025 POP End: 03-14-2026 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories PRODUCT/SERVICE CODE: Q301 - Medical - Reference Laboratory Testing

VISN1 SEMEN ANALYSIS TESTING

YR 2/5

POP: 3/15/2026 - 3/14/2027

Contract Period: Option 1 POP Begin: 03-15-2026 POP End: 03-14-2027 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

VISN1 SEMEN ANALYSIS TESTING

YR 3/5

POP: 3/15/2027 - 3/14/2028

Contract Period: Option 2 POP Begin: 03-15-2027 POP End: 03-14-2028 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

VISN1 SEMEN ANALYSIS TESTING

YR 4/5

POP: 3/15/2028 - 3/14/2029

Contract Period: Option 3 POP Begin: 03-15-2028 POP End: 03-14-2029 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

VISN1 SEMEN ANALYSIS TESTING

YR 5/5

POP: 3/15/2028 - 3/14/2029

Contract Period: Option 4 POP Begin: 03-15-2029 POP End: 03-14-2030 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

GRAND

TOTAL

B.4 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

DELIVERY

DATE

0001 SHIP TO: 718 Smyth RD See VISN1 VMAC Addresses in SOW Manchester, NH 03104

US

1.00 3/14/2026

MARK FOR: Holly Charpentier 802-296-1349 holly.charpentier@va.gov

FOB: DESTINATION

0002 SHIP TO: 718 Smyth RD See VISN1 VMAC Addresses in SOW

1.00 3/14/2027

0003 SHIP TO: 718 Smyth RD in SOW

1.00 3/14/2028

0004 SHIP TO: 718 Smyth RD in SOW

1.00 3/14/2029

0005 SHIP TO: 718 Smyth RD in SOW

1.00 3/14/2029

B.5 INTRODUCTION

In the spirit of the Federal Acquisition Streamlining Act, the Department of Veterans Affairs (DVA) and hereby enter into a cooperative agreement, otherwise referred to as a Blanket Purchase Agreement (BPA), to further reduce the administrative costs of acquiring supplies/services.

The agreement details all with accompanying prices and descriptions, which may be ordered under this BPA.

All orders placed against this BPA are subject to the terms and conditions of all the clauses and provisions in full text or incorporated by reference in this document.

B.6 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.7 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

CONTRACTOR:

Contractor Name:

Contractor Address:

UEI NUMBER:

Contractor Point of Contact:

Name:

Phone:

Email:

Cynthia Thompson, Contract Officer Department of Veterans Affairs Network Contracting Office 1 (NCO1) 718 Smyth Road

Cynthia.thompson2@va.gov

B.8 PRICING DATA

1. The prices included on the BPA list (or applicable "discounted" rates submitted in a proposal response to an RFQ resulting in award) that are in effect on the effective date of an order shall govern that order's basic performance period. With regard to any option years, which are later exercised, the proposed option year rates as incorporated into the order award are in effect until such time, if applicable, that the contractor has been authorized a rate increase culminating from a negotiation with the Contracting Officer.

2. The BPA holder can voluntarily reduce offered prices at any time by giving 24-hour advance notice (by facsimile or electronic-mail) to the Department of Veterans Affairs/Contracting Officer.

This BPA also allows for additional discounts if a "large order" is placed at one time. An advanced notice is not required for discounts offered for only an individual order. Whether an order is large enough to warrant such a discount is subject to the discretion of the BPA holder.

3. The BPA holder may also increase BPA prices at any time. Any BPA price increase shall not take effect until the Department of Veterans Affairs Contracting Officer receives written notification (U.S. mail, facsimile, or electronic-mail). Any order already issued shall not be affected by any change to BPA pricing. The prices offered under this BPA will undergo annual review by the Department of Veterans Affairs Contracting Officer.

B.9 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 15 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

B.10 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach /per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.11 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.12 PERIOD OF PERFORMANCE

This BPA expires on March 14, 2025, or such later ending date as determined by the exercise of any option.

B.13 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

VISN1 Contracting Officers

B.14 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.15 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

Cynthia Thompson

Contract Officer

Department of Veterans Affairs VAMC Manchester 718 Smyth Road Manchester, NH 03104 cyntihia.thompson2@va.gov

The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

Holly Charpentier 802-296-1349 holly.charpentier@va.gov

The Secondary Contracting Officer's Representative (COR) for projects under this Agreement is:

Jacqueline Hite 203-932-5711 x4122 jacqueline.Hite@va.gov

The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.16 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided and no charges will be incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

New Year’s Day Labor Day Birthday of Martin Luther King, Jr. Columbus Day Washington’s Birthday Veterans' Day Memorial Day Thanksgiving Day Juneteenth Christmas Day

Independence Day

B.17 INVOICES

a. Inspection and acceptance shall be accomplished as follows: The Government, for all services furnished under any resulting order, hereby designates the COR in the program office as the point of final inspection and acceptance. The BPA holder will submit each invoice, including all back-up data, to the Contracting Officer (CO) for review and signature. When the CO receives an accurate and complete invoice, he/she will return a signed copy to the BPA holder within five (5) working days. If the invoice is incomplete or inaccurate, the CO will return the unsigned invoice to the BPA holder for correction. The Contracting Officer will then forward the signed invoice to the Chief Financial Officer (CFO) for payment. Final payment for each order will be accomplished by final invoice accompanied by a receiving report.

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices.

"Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.18 PRECEDENCE

The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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…