36C24923Q0443_1.docx

36C24923Q0443

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

36C24923Q0443 07-14-2023 Jennifer Harper 615-225-5619 08-04-2023 11:00

CDT

Department of Veterans Affairs Network Contracting Office 9 (90C) Attn: Jennifer Harper, CS 1639 Medical Center Parkway, Suite 400 Murfreesboro TN 37129 X X 492110 1,500 Employees Net 14 Days N/A X Department of Veterans Affairs Lt. Col. Luke Weathers, Jr. VAMC 1030 Jefferson Avenue Memphis TN 38104 Network Contracting Office 9 Department of Veterans Affairs Attn: Jennifer Harper, CS 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

FSC e-Invoicing Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

Setup 1-877-489-6135 See CONTINUATION Page Lt. Col Luke Weathers, Jr. VA Medical Center, Request for Quote IAW FAR Part 13 to provide Laboratory Courier Services as outlined in the statement of work. All references within shall replace the term "offer" with "quote" and "offeror" with "quoter". Comparative evaluations of quotes will be performed IAW FAR 13.106-2(b) best value based on price and other factors. (See E.2 Addendum for FAR 52.212-1). This requirement is 100% set aside for SDVOSB contractors.

This RFQ will result in a Blanket Purchase Agreement (BPA) with a period of performance of 10/01/2023 through 09/30/2028. The BPA will consist of a one-year ordering period and 4 additional one-year ordering periods.

Please refer to section D for Wage Determinations which are applicable to the base ordering period.

Contractor claiming SDVOSB status must be registered through SBA VetCert at https://veterans.certify.sba.gov, when the quote is received and at the time of award.

See CONTINUATION Page 614-3640160-025-822300-2560 010022300 X Shawn M. Hendricks

NCO915L2-4043

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 STATEMENT OF WORK

1. INTRODUCTION AND SCOPE OF WORK

The contractor shall provide to the Department of Veterans Affairs, Lt. Col. Luke Weathers, Jr., VA Medical Center, Memphis, TN COURIER SERVICES to include personnel, equipment and transportation for the delivery of Laboratory Specimens from the Community Based Outpatient Clinics (CBOCs) listed below to the main Laboratory at the Lt. Col. Luke Weathers Jr. VA Medical Center (VAMC), 1030 Jefferson Ave, Memphis TN. Laboratory specimens/samples shall be picked up no earlier than the times indicated below. Contractor’s delivery of specimens/samples to the VAMC shall not exceed 1-3 hours after schedule pick up time on the same day depending on location and distance of CBOC. If the contractor fails to deliver within the specified delivery time of scheduled pick-up, the contractor must contact the Contracting Officer’s Representative immediately. It shall be the contractor’s responsibility to show proof that the delay was due to circumstances beyond the control of the contractor. Failure to respond to scheduled service requests within the specific times may be grounds for terminating the contract. The contractor shall ensure the confidentiality of all patient information on laboratory samples being transported. The contractor may be required to sign a Business Associates Agreement. Comment by Milner, David B.: If the requirement is to deliver the specimens within 2 hours of pick up from each location listed, then there is no need to list delivery times for each location (See Section (3)). Note Savannah, TN, Helena AR and Tupelo MS times listed below exceed 2 hours.

See Comments below, (3) DELIVERY SPECIMEN PICK-UP AND DELIVERY LOCATIONS

2. REQUIREMENTS

a. SPECIMEN PICKUP for CBOC’s

1. Specimens shall be picked up and delivered from all CBOCs, Monday through Friday excluding government holidays and holidays observed by each clinic.

2. The VAMC will provide the tube rack, specimen bags and dry ice pack for transport. The contractor shall provide the insulated refrigerated chest with a lock and return all laboratory supplies to each CBOC with each return visit. The insulated chest provided by the contractor must have a lock and must be capable of accommodating refrigerated and frozen samples (dry ice) and be used for pick-up and delivery of specimens. Contractor must maintain proper temperature in vehicles to preserve specimens. Temperature in the insulated chest must be maintained at no more than 5° C for refrigerated samples and -20°C for frozen specimens. All specimens must be transported in accordance with local, state, and federal regulations.

3. CBOC personnel will place specimens upright in a tube rack into an appropriately labeled, fluid-proof secondary container (e.g. a plastic bio hazardous labeled specimen bag). Allow only 10 tubes (50 ml) per plastic specimen bag. Place enough absorbent material (i.e. 1-2 paper towels) inside to absorb all contents being shipped. NOTE: This is a safety precaution just in case the specimen tubes break, leak or open during transport.

4. CBOC personnel will place specimen bags in a 1-gallon (12”x16”) plastic bio-hazardous labeled specimen bag. The contractor shall make sure all plastic bags are sealed.

5. CBOC personnel will make sure that all paperwork is separated from the specimen container.

6. CBOC personnel will place specimens upright in an insulated refrigerated chest (ice pack) for transportation to the main laboratory at the Department of Veterans Affairs Medical Center, Memphis, TN.

7. A transportation receipt shall be filled out at the Pick-Up Location and shall include the facility name and phone number and attached to the Clinic Manifest and signed and timed by originating location and then by the courier. The receiving location must also sign and document the Transportation receipt. This receipt and the manifest documents the number of specimens received.

8. The contractor shall notify the Contracting Officer’s Representative (COR) David E. Huhman @ 901-523-8990 ext. 2775 or lab staff @ 901-523-8990 ext. 5514 or 5549 immediately by phone of any unforeseen delays or unusual events (traffic, road construction, road detours, etc.) regarding delivery of specimens that shall cause delay to the VAMC, Memphis, TN laboratory. Delays must be considered beyond the control of the contractor. It shall be the contractor’s responsibility to show proof that the delay was due to circumstances beyond the control of the contractor.

b. SPECIMEN TRANSPORTATION When transporting specimens, the contractor shall follow procedures to prevent any exposure, contamination, or release while in transport. Each specimen must be transported in a leak proof primary container, placed within a secondary container. Absorbent material shall be placed in the transport container sufficient to absorb all liquid contents. The transport container shall be secured by lock and labeled with the biohazard symbol. In the event that specimens transported are lost, broken, the Contractor shall be required to submit a written report to the COR on the same.

c. QUALITY CONTROL The contractor shall develop and maintain a quality control program that ensures courier services are performed in accordance with these specifications. The contractor shall develop and implement procedures to track, identify, prevent, remedy and ensure non-recurrence of defective services. The contractor shall provide a method to accept and resolve customer complaints and notify the customer of the resolution. The contractor shall immediately notify the COR upon receipt of a customer complaint so joint validation may be accomplished. The contractor is responsible for quality control and specification compliance.

d. UNIVERSAL PRECAUTIONS The contractor’s employees/couriers transporting test specimen must be trained in “Universal Precautions” in the handling of biohazard materials (specimens). Training must include utilizing clinical procedures in case of biohazard spills and accidents. The contractor must furnish a record of all required training for each employee transporting specimens.

e. RECORD OF PICK-UP The Contractor must maintain a record and log of daily courier pick-ups and deliveries indicating time and date of pick-up, delivery, number of specimens and signatures.

3. CONTRACTOR COURIERS/DRIVERS

1. All contractor employees must maintain a valid driver’s license for the type of vehicle operated as required by the States operating therein. Contractor personnel shall wear visible identification at all times while on the premises of any Federal property. It is the responsibility of the Contractor to park in the appropriate designated parking areas (Laboratory entrance, Jefferson Avenue side of hospital). A record of each driver as to character and physical capabilities for performing as a courier must be maintained and made available to the VAMC upon request for inspection.

1. The contractor personnel performing services shall always conduct themselves in a professional manner, present a neat appearance and be easily recognized as a contract employee by having the company name, and employee name affixed to the uniform. The Contractor shall be responsible for furnishing all vehicles, personnel, equipment and supplies, vehicle fuel, uniforms, name tags and/or badges for performance of services under this contract. Employee identifications shall be worn in clear view above the waist. All contractor employees responsible for transporting specimens must have been trained and certified in accordance with DOT (US Department of Transportation), IATA (International Air Transport Association), CDC (Centers for Disease Control), and OSHA (Occupational Safety and Health Organization) requirements

1. The Government reserves the right to restrict any contractor employee from performing services under this contract who do not meet the required qualifications, or who violate Federal regulations or are identified as a potential threat to the security, safety, health and/or operational mission of VA and its veteran population. The restriction of such contractor personnel shall not relieve the contractor from performing all the required services in accordance with all terms, conditions, and schedules contained herein.

1. Taking of Photographs/Videos/Recordings are Prohibited while on VA premises."

4. CONTRACTOR VEHICLES

The vehicles used in the performance of this contract must be licensed and meet the minimum requirements by the States and cities operated therein, Contractor’s vehicle shall have the company name/logo prominently displayed.

5. DELIVERY SPECIMEN PICK-UP AND DELIVERY LOCATIONS

The Contractor shall be responsible specimen pick-up at the following Community Based Outpatient Clinic locations. Specimens shall be delivered to the VAMC, Memphis, TN main laboratory, Room CW-192. All times listed are Central Time. All pick up times are not earlier or later than listed below.

JONESBORO, ARKANSAS- 2 pickups (11:30 AM and 5:00 PM) Lab Delivery- 1:30 PM and 7:00 PM 2908 S. Caraway Road Jonesboro, AR 72401 JACKSON, TENNESSEE - 2 pickups (11:30 & 4:30PM) Lab Delivery- 12:30 & 5:30 PM

VA CBOC

180 Old Hickory Blvd Jackson, TN 38305 NORTH MEMPHIS, TENNESSEE - 2 pickups (12:00 PM and 4:00 PM) Lab Delivery- 1:00 PM and 5:00 PM VA North Primary Care Clinic Laboratory Section 3461 Austin Peay Highway Memphis, TN. 38127 NONCONNAH, TENNESSEE - 2 pickups (11:30 AM and 4:30 PM) Lab Delivery- 12:30 PM and 5:30 PM VA Nonconnah Primary Care Clinic 1689 Nonconnah Parkway Memphis, TN. 38116

DYERSBURG, TENNESSEE - 1 pickup (4:30 PM) Lab Delivery- 6:30 PM Dyersburg CBOC 433 East Parkview St Dyersburg, TN 38024

SAVANNAH, TENNESSEE- 1 pickup (4:30 PM) Lab Delivery- 7:00 PM Hardin County Regional Health Center 765 Florence Road Savannah, TN 38372

HOLLY SPRINGS, MISSISSIPPI — 1 pickup (4:00 PM) Lab Delivery- 5:30 PM 1700 Crescent Meadows Dr.

Holly Springs, MS 38635

HELENA, ARKANSAS — 1 pickup (4:30 PM) Lab Delivery- 7:30 PM 131 Quarles Lane Helena, AR 72342

TUPELO, MISSISSIPPI — 1 pickup (5:00 PM) Lab Delivery- 8:00 PM 1114 Commonwealth Blvd.

Tupelo, MS 38804

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Laboratory Courier Services - Trips to Jonesboro, AR Contract Period: Base POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 492110 - Couriers and Express Delivery Services PRODUCT/SERVICE CODE: R602 - Support - Administrative: Courier/Messenger

Laboratory Courier Services - Trips to Jackson, TN CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Memphis CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Nonconnah CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Dyersburg, TN CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Savannah, TN

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Holly Springs, MS CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Helena, AR CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Tupelo, MS CBOC

POP Begin: 10-01-2023 POP End: 09-30-2024

Laboratory Courier Services - Trips to Jonesboro, AR Contract Period: Option 1 POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Jackson, TN CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Memphis CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Nonconnah CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Dyersburg, TN CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Savannah, TN

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Holly Springs, MS CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Helena, AR CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Tupelo, MS CBOC

POP Begin: 10-01-2024 POP End: 09-30-2025

Laboratory Courier Services - Trips to Jonesboro, AR Contract Period: Option 2 POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Jackson, TN CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Memphis CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Nonconnah CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Dyersburg, TN CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Savannah, TN

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Holly Springs, MS CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Helena, AR CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Tupelo, MS CBOC

POP Begin: 10-01-2025 POP End: 09-30-2026

Laboratory Courier Services - Trips to Jonesboro, AR Contract Period: Option 3 POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Jackson, TN CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Memphis CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Nonconnah CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Dyersburg, TN CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Savannah, TN

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Holly Springs, MS CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Helena, AR CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Tupelo, MS CBOC

POP Begin: 10-01-2026 POP End: 09-30-2027

Laboratory Courier Services - Trips to Jonesboro, AR Contract Period: Option 4 POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Jackson, TN CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Memphis CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Nonconnah CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Dyersburg, TN CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Savannah, TN

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Holly Springs, MS CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Helena, AR CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

Laboratory Courier Services - Trips to Tupelo, MS CBOC

POP Begin: 10-01-2027 POP End: 09-30-2028

B.3 TERMS AND CONDITIONS

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

B.4 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:

Primary Point of Contact:

Alternate Point of Contact:

UNIQUE ENTITY IDENTIFIER (SAM):

Cognizant Office (Include complete address):

Department of Veterans Affairs Network Contracting Office 9 (90C) Attn: Jennifer Harper, CS 1639 Medical Center Parkway, Suite 400 Murfreesboro TN 37129

B.5 OPTION TO EXTEND THE TERM OF THE BPA

The Government may extend the term of this BPA by written notice to the Contractor prior to the expiration of the BPA, in accordance with FAR 52.217-8, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension. The extension cannot exceed a 6-month time frame starting from the BPA expiration date of 09/30/2028.

B.6 GENERAL SERVICES ORDERS

a. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities, and management resources to furnish the services set forth in the Statement of Work (SOW).

b. It is understood and agreed that the BPA holder shall provide Fixed-Price quotes when requested by the Contracting Officer (CO). The contractor's quote shall be priced using labor rates and labor categories here in provided. The CO will issue Fixed Priced Orders upon completion of negotiations of contractor quotes.

B.7 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

B.8 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach the authorized ceiling limit. The authorized Ceiling Limit of the Agreement is for the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit of this agreement will be $2,000,000.00.

B.9 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.10 PERIOD OF PERFORMANCE

This BPA period of performance is 10/01/2023 through 09/30/2028. This is a continuous period of performance; however, ordering periods are offered as a means for the contractor to provide periodic price increases as necessary. There are no official option years on a BPA.

Base Ordering Period: 10/01/2023 through 09/30/2024 Ordering Period 1: 10/01/2024 through 09/30/2025 Ordering Period 2: 10/01/2025 through 09/30/2026 Ordering Period 3: 10/01/2026 through 09/30/2027 Ordering Period 4: 10/01/2027 through 09/30/2028

B.11 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

Department of Veterans Affairs authorizes the following

B.12 ORDER FORMAT

Orders will be placed against this BPA via SF 1449. Each individual BPA Order will describe the tasks, services and deliverables required.

B.13 AUTHORIZED REPRESENTATIVES

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

Shawn.Hendricks@va.gov

PRIMARY CONTRACTING POC:

Jennifer.Harper2@va.gov

PRIMARY COR POC:

David Huhman 901-523-8990 Ext 2775

David.Huhman@va.gov

The Primary 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.14 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.

Independence Day

B.15 INVOICES

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 COR for review. When the COR receives an accurate and complete invoice, he/she will notify the BPA holder that they are approved to submit their invoice via Tungsten.

B.16 PRECEDENCE

36C24923Q0443 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 (DEC 2022)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line-item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

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

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar

(End of Clause)

C.3 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond . 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 , 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.4 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.6 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse…