36C24226R0001.docx

36C24226R0001

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

Various By VISN 2 Location 36C24226R0001 09-22-2025 Harsch, Michelle Michelle.Harsch@va.gov 716-862-7373 10-22-2025 11:00am

EDT

Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227 X 621511 $41.5 Million N/A X Department of Veterans Affairs Upstate NY HCS Laboratories c/o Buffalo VAMC 3495 Bailey Avenue Buffalo NY 14215 Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road Suite 3500 Cheektowaga NY 14227

Tungsten Network https://www.tungsten-network.com/ customer-campaigns/veteransaffairs/

See CONTINUATION Page Reference Lab Send-Out Testing Services for VISN 2 North Medical Facilities as specified in the Statement of Work included herewith.

*Offerors are to include pricing for a Base Period to include pricing for four (4) Option periods based on the B.3 Price/Cost Schedule.

See CONTINUATION Page

528366016043088223000100L0054; 528366016083178223000100L0DV1

528366016073078223000100L0CP5

528366016063078223000100L0BP5

X X X Joseph Cellino Contracting Officer Table of Contents

B.2 STATEMENT OF WORK………………………………………………………………….5

B.3 PRICE SCHEDULE (SEE ATTACHMENT)……………………………………………11

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 36C242 Joseph Cellino Department of Veterans Affairs Network Contracting Office (NCO) 2 2875 Union Road, Suite 3500 Cheektowaga NY 14227

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.

Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs/ ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK-VISN2N REFERENCE LABORATORY

1. Description:

VISN 2, Upstate New York Healthcare System Laboratory Departments have a requirement for the provision of referral laboratory services to include the following:

a. Pickup and transport of specimens to Contractor laboratory

b. Pre-analytic processing

c. Analysis

d. Reporting of analytic results

e. Consultation regarding:

1) Test Selection

2) Specimen Collection

3) Transportation of samples

4) Result interpretation

2. Participating VA Medical Centers:

VA Western New York Healthcare System, 3495 Bailey Avenue, Buffalo, NY 14215 Syracuse VA Medical Center, 800 Irving Avenue, Syracuse, NY 13210 Albany Stratton VA Medical Center, 113 Holland Avenue, Albany, NY 12208 Bath VA Medical Center, 76 Veterans Avenue, Bath, NY 14810 Canandaigua VA Medical Center, 400 Fort Hill Avenue, Canandaigua, NY 14424

3. Services:

The contractor shall provide the following services:

a. All necessary supplies, including but not limited to the following and a reliable method for ordering supplies:

1) Specimen containers

2) Any special preservatives required for specimen preservation (e.g., perchloric acid)

3) All supplies for special tests (e.g., quantiferon)

4) Required requisition forms

5) Printer, Paper and toners for printing hard copy of reports.

b. Specimen pick up services as defined below under “Transportation Services.”

c. Transportation of samples in a manner that ensures the integrity of the specimen.

d. Timely (defined by the expected turnaround times detailed in the test listing) and appropriate analysis of patient specimens. (See “Testing” and “Test Result” details below)

e. A customer service help desk/telephone hotline available Monday – Friday from 7am-5pm that will permit immediate inquiry regarding the status of pending samples, sample results and test requirements.

f. Names and telephone numbers of technical Directors and Pathologists available for consultation; availability should be from 9am -5pm Monday through Friday.

g. Maintain the minimum acceptable service, reporting systems and quality control as specified herein.

h. Immediate (within 24 hours) notification must be given to VA upon adverse action by a regulatory agency (RA).

i. Contractor shall assign a specific local account representative for each VA facility. Representative shall communicate with each laboratory account quarterly, at a minimum, with either a visit or phone call.

j. Critical results shall be reported immediately by phone to the ordering VAMC laboratory

k. Provide each VAMC Laboratory a monthly turnaround time report for all performed testing

l. Provide each VAMC Laboratory a monthly workload testing volume report

m. Provide each VAMC Laboratory a monthly report of testing not performed and details of reason testing was cancelled.

n. Provide patient reports that contain all necessary information. ( See “Test Results” below)

o. Provide a monthly invoice, per location, containing all necessary information. (See “Billing” below)

p. The contractor(s) facilities, methodologies (defined as the principal of the method and the reference ranges), and quality control procedures may be examined by representatives of the government upon prior written notice during normal business hours during the life of the contract.

q. Provide upon request proficiency testing data to include a list of tests outside the acceptable range for the past two years.

r. Provide address, CLIA and NYSDOH numbers of processing and testing sites under this contract, including subcontracted testing location sites.

s. Provide an easy to use, accurate and up to date public website that provides easy reference for researching test information. (test number/CPT coding, patient preparation, sample requirements, sample handling/storage, rejection criteria, test utility, result interpretive guidelines)

t. Provide a method to contact IT support Monday through Friday, 7am – 5pm, with questions and problem resolution of interface connection issues and result transmission problems.

u. Provide an interface between contractor computer system and the VA VISTA software to allow the direct transfer of ordering information from Vista to the Contractor system, along with the direct download of testing results from the Contractor system into the VA VISTA system. ( see “Telecommunications and Computer Services” below)

v. The Contractor must maintain the required licensing and accreditation throughout the life of the contract

4. Licensing and Accreditation:

1. Contractor shall have all licenses, permits, accreditation and certificates required by law.

a. To include CLIA and NYSDOH for both the primary lab and all subcontracted labs.

2. Contractor shall be accredited by the College of American Pathologists (CAP).

3. Laboratory Director shall be a licensed American Board of Pathology certified pathologist or appropriately certified bio-analyst.

5. Telecommunications and Computer Services

1. Each VAMC Laboratory will be given the capacity to order lab testing in the following manner.

a. Telecommunications Linkage:

i. The contractor must have a secure web based portal available to allow test ordering and result retrieval.

ii. The contractor must show that this portal meets VA requirements for encryption of sensitive patient information: FIPS-140-2 (http://csrc.nist.gov/groups/STM/cmvp/standards.html)

iii. The contractor is responsible for all supplies required for transmission of orders and test results along with the preventive and as-needed maintenance of the system.

iv. Contractor shall be available to train VAMC staff in the use of the system.

v. An alternate method of sending orders/receiving results shall be in place in the event of any system downtime; i.e. workstations.

vi. A shipping manifest must be able to be generated that identifies the specimens sent to the reference laboratory, transportation conditions, and testing ordered.

b. The electronic interface capability (bi-directional) system:

i. The Contractor must meet all Cyber Security requirements to establish an interconnection with the VA VISTA system for the transfer of test ordering and test results via the appropriate Laboratory Electronic Data Interchange (LEDI) protocol.

1. Protocol requires a national MOU/ISA (Memorandum of Understanding/ Interconnection Security Agreement) with all current Continuous Readiness in Information Security Program (CRISP) and FIPS 140-2 (Federal Information Processing Standard) language relevant for connections through site to site VPN or a web based internet connection.

2. There are three basic types of authorized connections. (The connection types are described below). The Enterprise Cyber Security Infrastructure Project (ECSIP) team will have the ultimate decision on which connection type is appropriate.

ii. The interface shall be designed for single data interface access for all of VISN 2 facilities.

iii. The interface shall allow generation of manifests to identify the specimens to be sent to the reference lab.

iv. Upon receipt of test results, VA staff shall be able to review/validate test results before release.

v. The Contractor shall be responsible for purchase of any licenses for middleware products and hardware for any middleware or interface structure.

vi. Timeline for implementation- within the first three months of contract award, the following must be completed:

1. Contractor must assist VISN 2 Lab staff with the update of the test database by providing all information required to create new test files for required tests (example of needed information; sample requirement, shipping temperature, reference ranges, CPT codes, LOINC codes…etc.)

2. Interface portal must be connected and approved, to include any required hardware such as a server and dedicated printers for labels and results.

3. Interface validation must be completed on the tests that have been updated in the database during that three month time period.

c. Provide a process for manual requisitions in the event of computer down time or unusual test requests.

2. External users shall be classified in one of three distinct categories: 1) client-to-site VPN, 2) site to-site VPN, or 3) Business Partner Gateways. Table 1.1 below shall be utilized to assist users to determine the category for a particular connection.

1. Client-to-Site VPNs satisfy remote connectivity for small groups of external users (IE <50) that require access to VA internal resources. Non VA users are restricted to specific internal IP addresses identified by the Contracting Officer Representative (COR) where external business partners should have access to the minimum resources required to meet contractual obligations.

1. Site-to-Site VPNs are connections to external business partners that terminate in an ECSIP gateway. These connections will then be routed across the VA WAN to the requisite VA facility resources as defined by firewall policy.

1. Business Partner Gateways (BPGs) are connections to external business partners that terminate at the requisite VA facility and do not traverse the VA WAN. These connections will be limited in number based on the Chief Information Officer (CIO) requirement definitions.

Table 1.1

Numerous Users - Having a significant number of client-to-site user accounts to manage may justify a site-to-site VPN.

X

Persistent Connection Required - The need to maintain continuous connectivity can usually be supported with a site- to-site VPN.

High Bandwidth- A large volume of traffic may be a valid need to establish or maintain a Business Partner Gateway (BPG) connection to prevent certain traffic from traversing the VA WAN. As an example, a medical teaching University supported by a VA Hospital that sends large radiological images on a regular basis. This could have a detrimental impact on the VA WAN if that traffic traverses the WAN through a VPN connection.

X

Service Level Agreements- SLAs that guarantee specific levels of support to contracted agencies that could not be provided using a One-VA VPN may also justify a BPG connection.

X

High Availability- Availability of critical business processes, such as financial and medical applications, may justify maintaining a BPG to minimize the risk of financial and personal health data loss.

X

Sensitive Information- Every effort should be made to protect sensitive information. Although protection mechanisms are in place, there are still risks associated with transmitting sensitive data across any network, to include the VA WAN. Although the One-VA VPN satisfies this requirement, the sensitivity of the data may be such that additional precautions are warranted.

Server-to-Server Connections - In most cases, a site-to-site VPN can be used to support external server connections.

LAN Extensions- LAN extensions to the VA WAN may be supported with a site-to-site VPN. In order to qualify for a LAN extension, VA must control both physical AND logical security at the site.

X

Requirements- A requirement for protocols not currently supported in the VA firewall policy and would be a significant security risk 10the VA WAN is a candidate for a site-to-site VPN connection.

3. Any Contractor personnel who require administrative or programmer access to a Federal computer system during the set up or maintenance of the computer interface shall have a background investigation commensurate with the level of access granted as determined by VA personnel. Additional VA security training will be required before access is granted, and annually as applicable. The cost of a Background Investigation would be paid by the contractor.

4. The Contractor shall provide a single knowledgeable point of contact for researching correct test information, point(s) of contact for developing, testing, and implementing a client/vendor interface, and then an ongoing point of contact for troubleshooting interface problems.

5. Any equipment provided by the Contractor to VA that contains a storage device that when the device is powered down VA sensitive data remains on it must be sanitized prior to removal from the VA premises, must become the property of the Federal Government and remain on Federal property, or must be destroyed in accordance with Department of Veterans Affairs regulations at the time of removal (device decommissioning).

a. Data required by the Health Insurance Portability and Accountability Account of 1996 (HIPAA) to remain on equipment located on Contractor's property must be safeguarded in accordance with HIPAA, and this information must be destroyed in accordance with VA requirements when no longer required by HIPAA to be held by the vendor.

6. The Contractor reference laboratory must meet VA information security and HIPAA requirements and must be able to interface with the current or any new interface partner of the Laboratory Information System.

a. The Contractor shall require all personnel with VA access complete the VHA privacy training prior to starting services.

7. The Contractor shall notify the facility Privacy Officer (PO) immediately with the list of patient names if any breach of computer security or privacy incident is suspected.

8. The Contractor shall provide the following interface requirements:

a. Laboratory Information System (LIS) physical connection and translation (drivers)

b. Any required (additional) interface connection license(s)

c. Provide documentation of successful interfacing with other VA facilities (provide two VAMC references)

d. Interface must transmit test results to the host computer via automatic upload

9. A completed and signed Business Associate Agreement (BAA) may be required from the contractor prior to the start of services.

6. Transportation Services

1. The Contractor shall provide specimen transportation services between the VISN 2 Primary VA medical facilities noted in “2. Participating VA Medical Centers” above and the contracted laboratory. Service will include daily pick-up at each facility, Monday through Friday excluding holidays (holidays for the purpose of this requirement shall be defined as: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day).

a. In order to maintain the integrity of laboratory samples, specimens shall be transported by the Contractor in a manner that shall not interfere with specimen integrity or quality.

b. The Contractor must arrange a pickup time with each VISN medical center site that is determined suitable by each facility to ensure the best test result turnaround times.

2. It shall be the responsibility of the Contractor reference laboratory to ensure that the transport personnel comply with all policies and procedures for tracking specimens. This will include, but may not be limited to, detailed documentation of receipt of specimens.

7. Testing

1. The Contractor shall provide a list of current testing with collection/processing and transport instructions that contain the testing reference ranges and specimen requirements.

2. The Contractor shall ensure that all procedures performed demonstrate acceptable accuracy and precision. Performance characteristics, validation data, Quality Control results and Proficiency Testing results will be made available for review by the Contracting Officer or Contracting Officer’s Representative (COR) if requested.

3. The Contractor shall perform repeat tests at no charge to the government if the results do not, in the VA physician's opinion, fit the clinical picture of the patient.

a. When requesting repeat tests, the VA physician or designated representative shall explain the condition(s) of the patient or any discrepancies observed.

4. The Contractor shall notify the VA location COR or designee of instances, that in the professional judgment of the Contractor, the patient requires services or tests that were not originally requested.

5. Any changes to test methodology, specimen requirements and reference ranges must be communicated to the VAMC laboratories at least 30 days prior to implementation.

8. Test Results

1. The Contractor shall provide routine test results to the ordering VA facility within twenty-four (24) hours following test completion.

a. Expected turnaround time for tests on the test list must be met.

b. It is required that hard copies of each final report, whether test request was sent through the interface or web portal, will automatically print at the ordering site once it is finalized.

2. A report is defined as a printed final copy of laboratory testing results. This report shall be received by remote terminal where applicable. If results are telephoned, the final printed report must include the name of the individual notified of the results. Each test report shall at minimum indicate the following information:

a. Two full patient identifiers: Patient's name and Patient identification number (Social Security number if provided)

b. Physician's name (if supplied)

c. Facility Name and Account number

d. Date/time specimen was collected, received by reference lab, and reported

e. Test ordered

f. Test result

g. Abnormal results flagged appropriately

h. Reference range

i. Toxic and/or therapeutic range where applicable

j. Testing laboratory specimen number

k. Name of testing laboratory (contractor and/or subcontractor)

l. Type of specimen (e.g. serum, urine, plasma…)

m. Any additional comments related to test provided by submitting labs.

n. Any other information the laboratory has that may indicate a questionable validity of test results

o. Unsatisfactory specimen shall be reported with regard to its unsuitability for testing

p. Tests routinely performed in duplicate or diluted should be indicated

9. Storage of Specimens

1. The Contractor shall store all specimens after all testing has been completed in the event of required repeat or add on testing for at least one (1) week at conditions that will maintain sample viability.

2. Upon request, samples shall be returned to the collecting facility via overnight courier at conditions that will maintain sample viability.

3. All Anatomic Pathology specimens (i.e. Slides, Blocks, etc.) will be returned within two (2) weeks of test completion.

10. Contractor Personnel

1. The Contractor shall make sure personnel have current and valid professional certifications before starting work under this contract.

a. Technologist, medical technicians, and cytotechnologist shall meet personnel qualifications required by Clinical Laboratory Improvement Act (CLIA) '88 Guidelines.

b. Pathologists must have graduated from an approved school of medicine or osteopathy, completed a residency or fellowship in pathology acceptable to the United States Surgeons General, and must possess a valid license to practice clinical reference laboratory services from a United States (U.S.) jurisdiction.

1.) Shall have provided pathology services a minimum of 24 months within the past 36 months and pathology consultation services a minimum of 36 months within the past 48 months.

2. The Contractor shall maintain current licenses and certificates and provide copies of such to VA upon reasonable written request.

11. Release of Medical Information

1. The Contractor shall not release any medical information obtained during the course of this contract to anyone outside the VA, unless authorized in writing by the VA COR and the patient, as required by applicable law.

12. Billing

1. All invoices from the primary Contractor labs and subcontracted laboratories must be submitted through the primary Contractor.

2. Monthly Invoices must contain at a minimum the following information.

a. Account number

b. Invoice number

c. Purchase order number

d. 2 patient identifiers

e. Test Cost

f. Date of Service

g. Test Number and Name

3. Contractor is prohibited from increasing prices for testing not performed in-house that is referred to another reference laboratory for the length of the contract.

4. For special VA billing procedures, the Contractor shall supply a clear listing of billing agreements with outside reference laboratories so the client can accurately determine which testing can be forwarded to a third party via the contractor and billed through the contractor.

5. Contractor shall provide a single, accurate point of contact for determining correct test pricing, resolving pricing/billing inquiries, and researching new test pricing – immediate or prompt replies should constitute normal business.

B.3 PRICE SCHEDULE See attached document: 36C242-26-AP-0214 Line Item Template - Reference Lab.

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 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)

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from January 1, 2026 through December 31, 2030.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of 500 tests in one day;

(2) Any order for a combination of items in excess of 1,000 tests in one day; or

(3) A series of orders from the same ordering office within three (3) days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within three (3) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is requirements contract for the supplies or services specified, and effective for the period stated in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after December 31, 2030.

(End of Clause)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.7 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond December 31, 2026. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond December 31, 2026, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause.