36C25623Q1712.docx

36C25623Q1712

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. SIGNAT

URE 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

36C25623Q1712 09-02-2023 Melanie Hawley 601-688-4109 09-15-2023 14:00

CDT

36C256 Department of Veterans Affairs Network Contracting Office 16 400 Veterans Avenue Biloxi MS 39531 X 621511 $41.5 Million N/A X 36C629 Department of Veterans Affairs Southeast Louisiana Veterans Health Care System (SLVHCS) 2400 Canal St New Orleans LA 70119 36C256 Department of Veterans Affairs Network Contracting Office 16 400 Veterans Avenue Biloxi MS 39531

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically 1-877-489-6135 See CONTINUATION Page Contractor to provide Renal Biopsy Testing on STAT basis 24 hours per day, 7 days per week, with a 24 hour turn-around-time per the terms and conditions stated herein and per the price schedule. Pricing shall include both Professional and Technical components for each LIN/CPT code.

Period of Performance is for four (4) years from 10/1/2023 to 09/30/2027. An individual task order will be issued to to provide funding for twelve (12) months and will provide the billing/obligation purchase order number.

This is for nonpersonal services.

IDIQ contract minimum: $2000.00/maximum $400,000.00 See CONTINUATION Page Refer to Task Order X X Melanie Hawley

VA-VHA-2020-AC34AE75

Inserted blank page- reserved for signed Contractor’s SF1449 Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: POC Name:_______________________

b. GOVERNMENT: Contracting Officer 36C256 Melanie.Hawley@va.gov Department of Veterans Affairs Network Contracting Office 16 400 Veterans Avenue Biloxi MS 39531

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.

Mailing- not applicable Refer to Block 18a of SF1449 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Light Microscopy Only CPT Code 88305 Contract Period: Base POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories PRODUCT/SERVICE CODE: Q515 - Medical - Pathology LOCAL STOCK NUMBER: CPT Code 88305

Special Stains: 2 PAS, 1 Jones Silver, 1 SMMT, 1 Gomori Trichrome CPT Code 88313

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88313

Immunofluorescence (first antibody), CPT Cope 88346

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Cope 88346

Electron Microscopy Only, CPT Code 88348

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88348

Immunofluorescence (additional), CPT COde 88350, To include: IgG, IgM, IgA, C3, C1Q, Albumin, fibrinogen, Kappa and Lamda Light Chains.

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT COde 88350

Additional Special Stain Group 1- CPT Code 88312

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88312

Additional Immunohistochemical Stain - CPT Code 88341

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88341

Immunohistochemical Stain-CPT Code 88342

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88342

Additional Additional Immunofluorescence (Direct)Stain, CPT Code 88350

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88350

Electron Microscopy Only, Technical component only CPT Code 88348 TC

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88348 TC

Light Microscopy, Frozen, CPT Code 88314

POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88314

Estimate Total -1st ordering period

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

Light Microscopy Only CPT Code 88305

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88305

Special Stains: 2 PAS, 1 Jones Silver, 1 SMMT, 1 Gomori Trichrome CPT Code 88313

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88313

Immunofluorescence (first antibody), CPT Cope 88346

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Cope 88346

Electron Microscopy Only, CPT Code 88348

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88348

Immunofluorescence (additional), CPT COde 88350, To include: IgG, IgM, IgA, C3, C1Q, Albumin, fibrinogen, Kappa and Lamda Light Chains.

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT COde 88350

Additional Special Stain Group 1- CPT Code 88312

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88312

Additional Immunohistochemical Stain - CPT Code 88341

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88341

Immunohistochemical Stain-CPT Code 88342

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88342

Additional Additional Immunofluorescence (Direct)Stain, CPT Code 88350

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88350

Electron Microscopy Only, Technical component only CPT Code 88348 TC

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88348 TC

Light Microscopy, Frozen, CPT Code 88314

POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

LOCAL STOCK NUMBER: CPT Code 88314

Estimate Total -2nd ordering period

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

Light Microscopy Only CPT Code 88305

POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 621511 - Medical Laboratories

Special Stains: 2 PAS, 1 Jones Silver, 1 SMMT, 1 Gomori Trichrome CPT Code 88313

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

Immunofluorescence (first antibody), CPT Cope 88346

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

Electron Microscopy Only, CPT Code 88348

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

Immunofluorescence (additional), CPT COde 88350, To include: IgG, IgM, IgA, C3, C1Q, Albumin, fibrinogen, Kappa and Lamda Light Chains.

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

PRODUCT/SERVICE CODE: Q515 - Medical – Pathology

Additional Special Stain Group 1- CPT Code 88312

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

Additional Immunohistochemical Stain - CPT Code 88341

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

Immunohistochemical Stain-CPT Code 88342

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

Additional Additional Immunofluorescence (Direct)Stain, CPT Code 88350

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

Electron Microscopy Only, Technical component only CPT Code 88348 TC

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

Light Microscopy, Frozen, CPT Code 88314

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

Estimate Total -3rd ordering period

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

Light Microscopy Only CPT Code 88305

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

Special Stains: 2 PAS, 1 Jones Silver, 1 SMMT, 1 Gomori Trichrome CPT Code 88313

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

Immunofluorescence (first antibody), CPT Cope 88346

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

Electron Microscopy Only, CPT Code 88348

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

Immunofluorescence (additional), CPT COde 88350, To include: IgG, IgM, IgA, C3, C1Q, Albumin, fibrinogen, Kappa and Lamda Light Chains.

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

Additional Special Stain Group 1- CPT Code 88312

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

Additional Immunohistochemical Stain - CPT Code 88341

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

Immunohistochemical Stain-CPT Code 88342

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

Additional Additional Immunofluorescence (Direct)Stain, CPT Code 88350

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

Electron Microscopy Only, Technical component only CPT Code 88348 TC

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

Light Microscopy, Frozen, CPT Code 88314

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

Estimate Total -4th ordering period

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

B.3 STATEMENT OF WORK

1. PURPOSE

1.1. The overall purpose is to provide STAT Renal Biopsy Services for the Southeast Louisiana Veterans Health Care System (SLVHCS), Pathology and Laboratory Medicine Service (P&LMS), 2400 Canal St, New Orleans, LA 70119. Renal Transplant rejection is a potentially life-threatening condition for the Veteran patient which requires STAT review and STAT reporting of biopsied renal tissue in order to provide guidance on treatment of transplant patients. Nephropathology is a rare specialty that is difficult to find commercially.

If a CPT coded procedure is needed but not included on the price schedule, communication to the COR will be needed for prior verbal approval before the testing is provided and then followed by written approval. Period of Performance will be for four (4) years as provided in Price Schedule and each year will be funded by a new task order to include a new obligation purchase order number.

2. SCOPE

2.1. The Contractor shall be able to provide all listed supplies for sample collection and shipment.

2.2. The Contractor shall provide door to door courier packaging and pick up of testing samples. This will be on a Monday-Friday basis, including emergency weekend and holiday services if needed. Schedule changes (including but not limited to Vendor holidays) must be agreed upon by the SLVHCS P&LMS Anatomic Pathology Supervisor in advance.

2.3. Routine, primary mechanism for test result reporting shall be by secure fax (number provided after award) located in the Pathology and Laboratory Medicine Service. Vendor will discuss results of case with submitting Pathologist by phone. Access to a web portal for complete case review shall also be available.

2.4. The Contractor shall perform to the standards in this contract.

2.5. SALIENT CHARACTERISTICS: STAT Renal Transplant Biopsy Services

2.5.1. All testing performed must be FDA approved.

2.5.2. All testing must be performed according to the manufacturer’s instructions or, changes to manufacturers’ instructions have been appropriately validated and documented as required by accrediting agencies.

2.5.3. All Biopsy Services performed under this agreement shall be performed at the Contractor’s submitted CLIA Accredited Laboratory.

2.5.4. SUPPLIES: The contractor shall provide all necessary supplies not limited to the following:

· All forms necessary for specimen requisition

· Kits containing all items needed to store and ship biopsy samples including, but not limited to:

· Fixatives

· Containers

· Pre-paid FedEx Pak

· Special instructions for sample collection, storage, and shipment

· Test result and/or report corrections shall be made with corrected reports faxed to the ordering location within 2 business days of correction request.

· Replacement of any needed supplies will be provided within 1 business day of request placed by the Anatomic Pathology section of the SLVHCS Pathology and Laboratory Medicine Service.

2.5.4.1. Contractor will ensure transport of sample shipment in such a manner as to ensure the integrity of the specimens.

2.5.4.2. Preliminary diagnostic results are available on the day the sample is received at the Contractor’s laboratory. One of the Contractor’s physicians will perform a diagnostic consultative discussion of the results with the ordering provider of the case on the same day that the biopsy is received at the Contractor’s laboratory. Reports for all results, including EM, are available within 48 hours of receipt of sample in the Contractor’s laboratory. This includes emergency weekend and holiday cases as well (See 2.2 for clarification).

2.5.5. REPORTING OF TEST RESULTS: Test results shall be faxed to a secure line. Fax number will be provided following award. Reports for results previously communicated by telephone shall include the name of the individual notified of the result as well as date and time of notification.

2.5.5.1. Results for shipped samples shall be received within 48 hours of receipt of the samples from the Sendout Section of the SLVHCS P&LMS laboratory to the Contractor’s laboratory.

2.5.5.2. Each test report shall include as a minimum:

· Patient’s name

· Identification number (social security number)

· Submitting Physician’s name

· Test Accession Number assigned by VA

· VA Laboratory name

· Patient’s location clinic/ward (if supplied)

· Date/Time specimen received in reference lab

· Test ordered

· Date/Time of specimen collection

· Date test completed

· Case report

· Contractor/vendor laboratory specimen number

· Name, address and CLIA number of Contractor laboratory

· Type of specimen

· Any additional comments related to case

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

· The contractor shall provide all repeat testing, upon the request of the ordering facility, at no additional charge to the government.

· Test results that are impacted because of shipping or contractor caused delays/damages shall be retested at the expense of the Contractor.

· Test result and/or report corrections shall be made with corrected reports sent to the ordering location within 2 business days of correction request.

· Notification by telephone to the submitting Pathologist of SLVHCS P&LMS of delays in testing, unsatisfactory samples, labeling or requisition errors shall be made within 24 hours of receipt of the samples from the Anatomic Pathology section of the SLVHCS P&LMS laboratory.

2.5.5.3. Access to a web portal for real-time specimen status tracking. Portal shall also support reprinting of test results on an as needed basis. This shall not be the primary method of reporting test results.

2.5.6. SPECIMEN RETENTION: The Contractor shall, upon completion of testing, retain all specimens as required by Regulatory agencies. Tissue will be available for retrieval by the VA upon request.

2.5.7. LICENSING AND ACCREDITATION: Only fully licensed and accredited laboratories in full compliance with CLIA regulations shall actively engage in providing the specific services and laboratory testing outlined in this contract. The contractor shall have all licenses, permits, accreditations, and certificates required by law to perform the required testing in place and effective at the time of offer submission. In addition, the laboratory must be certified as meeting the requirements of the Department of Health and Human Services Clinical Laboratory Improvement Act of 1988 (CLIA), a certificate of registration is not sufficient.

The contractor shall provide a copy of all relevant permits/licenses and certifications inclusive of any sanctions, current or pending, throughout the USA, with offering. The contractor shall maintain current accreditation and notify the CO immediately of any lapse or change in status of state license, Regulatory agency accreditation, CLIA certification, or clinical pathology certification. Should any license/certificate be due for renewal during the performance period of the contract, the contractor shall provide a copy of the renewed licenses/certificates to the CO prior to their expiration.

Copies shall be provided with offeror submission. See response instructions.

2.5.8. Contractor policies and procedures shall comply with Health Insurance Portability and Accountability Act (HIPPA).

2.5.9. MALPRACTICE LIABILITY INSURANCE: Malpractice liability insurance shall be by a commercial insurance company in the business of providing the required insurance coverage of not less than $1,000,000.00 per occurrence (See Clause 852.237-70). The contractor shall provide a copy of the Medical Malpractice Insurance Certificate with offer submission.

Contractor shall ensure all required certifications, accreditations, and Medical Malpractice Insurance are current and in place throughout the period of performance.

The contractor shall notify the CO in writing of any malpractice investigation or licensure or certificate suspension which concerns the contractor or any of its employees, within 24 hours of notification of investigation or suspension.

2.5.10. CUSTOMER SERVICE. At the time of award, the Contractor shall provide the name(s) and telephone number(s) of contractor employees who will address the following customer services throughout the contract performance period:

2.5.10.1. Specimen Collection:

2.5.10.1.1. Routine inquiries, questions and clarifications regarding collection requirements shall be addressed at the time of the initial call.

2.5.10.1.2. Esoteric inquiries, questions and clarifications regarding collection requirements and other questions that may require further research shall be addressed within ½ hour of the initial call.

2.5.10.2. Testing:

2.5.10.2.1. Status of Ordered Testing– inquiries regarding the status of pending orders shall be addressed at the time of the initial call.

2.5.10.2.2. Esoteric inquiries where information is requested regarding methodology, correlation, interferences, reflex tests, etc. shall be addressed within two hours of the initial call.

2.5.10.3. Technical Expertise:

2.5.10.3.1. Test utilization inquiries where information is required as to appropriate use of the test shall be addressed within two business hours of initial call.

2.5.10.3.2. Result interpretation inquiries shall be addressed within four business hours of initial call.

2.5.10.3.3. Consultative services where information is required regarding the clinical significance of tests shall be addressed within twenty-four business hours of the initial call.

2.5.10.3.4. Information Technology Expertise for questions or issues regarding LOINC and test codes, reports and website assistance.

2.5.10.4. Notifications:

2.5.10.4.1. The Contractor shall notify the originating laboratory by telephone of specimens cancelled due to unacceptability, e.g., volume, specimen container, identification, loss of specimen, etc. Notification to ordering location shall be within 24 hours from time test was canceled.

2.5.10.4.2. Contractor shall notify the Anatomic Pathology Section of SLVHCS P&LMS in as timely a manner as is feasible, when information subsequently becomes available to indicate that a case demonstrated inaccuracies or discrepancies that could have influenced patient results.

2.5.11. INVOICING: Contractor shall provide a VA acceptable itemized invoice for all tests resulted for payment monthly in arrears. Invoices shall be submitted through the automated bill payment process in accordance with VAAR Clause 852.232-72. Contractor will work with the Contracting Officer and the COR to successfully register with the Invoice Payment Processing System (FSC e-Invoice) for submission of invoices for bill payment.

2.5.11.1. Invoices shall list contractor laboratory identification number, VA patient name, date of birth, VA Accession number and test performed for payment verification.

2.5.11.2. Invoices shall be in arrears no later than one month after testing was completed and results transmitted.

2.5.11.3. A secure email with detailed information on each case submitted per invoice will be sent to the COR and any other designated personnel.

3. DELIVERABLES

3.1. All shipping supplies must be in place and testing services must available seven (7) days after contract award.

3.2. All requisitions forms must be in place by seven (7) days after contract award.

3.3. Access to a web portal must be in place by seven (7) days after contract award.

4. SECURITY REQUIREMENTS

The C&A requirements do not apply, and that a Security Accreditation Package is not required.

36C25623Q1712

Page 1 of Page 1 of

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) C.2 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.3 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.4 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 Date of award through Contract/Task order expiration date.

(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.5 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 $2000.00, 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 $60,000.00;

(2) Any order for a combination of items in excess of $100,000.00; or

(3) A series of orders from the same ordering office within 7 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 2 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.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) 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 contract/task order expiration.

(End of Clause)

C.7 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 the 30 days of contract expiration.

(End of Clause)

C.8 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 30 September of current fiscal year. 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 30 September of current fiscal year, 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.9 VAAR 852.237-74 NON-DISCRIMINATION IN SERVICE DELIVERY (OCT 2019)

It is the policy of the Department of Veterans Affairs that no person otherwise eligible will be excluded from participation in, denied the benefits of, or subjected to discrimination in the administration of VA programs and services based on non-merit factors such as race, color, national origin, religion, sex, gender identity, sexual orientation, or disability (physical or mental).