36C25925Q0330.docx

36C25925Q0330

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 19

3162 S. Willow Drive, Suite 300 Greenwood Village, CO, 80111 CONTRACTING OFFICER: Lindsey Zwaagstra

Contractor shall provide all point of care (POC) analyzers, uploaders, reagents, standards, controls, parts, accessories, and any other item required for the proper operation of its POC analyzers and peripherals necessary for the generation of POC PT/INR (Prothrombin Time International Normalized Ratio) ASSAY Cost Per Kit (CPK) services. Services shall be required for a five-year ordering period, firm-fixed price blanket purchase agreement.

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

36C259-25-AP-1521

36C25925Q0330 05-07-2025 Lindsey Zwaagstra 303-712-5733 05-30-2025 16:00

MDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X 334516 1000 Employees

NET 30

N/A X

DEPARTMENT OF VETERANS AFFAIRS

MULTIPLE DELIVERY LOCATIONS

PER STATEMENT OF WORK

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

SUBMITTED ELECTRONICALLY TO:

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page

CONTRACT SHALL PROVIDE POINT OF CARE (POC) ANALYZERS,

UPLOADERS, REAGENTS, STANDARDS, CONTROLS, PARTS, ACCESSORIES

AND ANY OTHER ITEM REQUIRED FOR THE PROPER OPERATION OF ITS

POC ANALYZERS AND PERIPHERALS NECESSARY FOR THE GENERATION

OF POC PROTHROMBIN TIME INTERNATIONAL NORMALIZED RATIO

(PT/INR) SERVICES. SERVICES SHALL BE REQUIRED FOR A FIVE

YEAR ORDERING PERIOD, FIRM FIXED PRICED BLANKET PURCHASE

AGREEMENT, COST PER KIT PRICING.

PROJECTED PERIOD OF PERFORMANCE: 08/01/2025 - 07/31/2030

THE EQUIPMENT WILL BE OWNED BY THE CONTRACTOR FOR THE

DURATION OF THE AGREEMENT.

ANCILLARY LOCATIONS FOR THIS REQUEST ARE AS FOLLOWS:

A. ROCKY MOUNTAIN REGIONAL VA MEDICAL CENTER PER SOW

B. OKLAHOMA CITY VA HEALTH CARE SYSTEM PER SOW

C. SALT LAKE CITY VA HEALTH CARE SYSTEM PER SOW

See CONTINUATION Page X X X

LINDSEY ZWAAGSTRA

VA-VHA-RPOW-2025-0014

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:

b. GOVERNMENT: Contracting Officer 36C259 LINDSEY ZWAAGSTRA Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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.

VA FSC MANDATORY ELECTRONIC INVOICE SUBMISSION:

https://www.fsc.va.gov/fsc/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C25925Q0330

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

STATEMENT OF WORK

POC PT/INR (Prothrombin Time International Normalized Ratio) ASSAY Cost Per Kit (CPK) services

MULTIPLE LOCATIONS

VISN 19

I. SCOPE: Contractor shall provide all point of care (POC) analyzers, uploaders, reagents, standards, controls, parts, accessories, and any other item required for the proper operation of its POC analyzers and peripherals necessary for the generation of POC PT/INR (Prothrombin Time_International Normalized Ratio) ASSAY Cost Per Kit (CPK) services. Services shall be required for a five-year ordering period, firm-fixed price blanket purchase agreement.

The Contractor shall provide analyzers and supplies to each of the following ancillary locations in accordance with the estimated workload given:

A. Rocky Mountain Regional VA Medical Center Ancillary Testing Locations 1700 N. Wheeling Street, Aurora, CO, 80045:

1. 11 analyzers

2. 11 uploaders

B. Oklahoma City VA Health Care System Ancillary Testing Locations 921 NE 13th Street, Oklahoma City, OK, 73104:

1. 15 analyzers

2. 15 uploaders

C. Salt Lake City VA Health Care System (George E. Wahlen VA HCS) Ancillary Testing Locations 500 Foothill Drive, Salt Lake City, UT, 84148:

1. 17 Analyzers

2. 9 Uploaders

3. 21 docking stations

4. 2 simulators

5. 3 cleaning kits

II. DEFINITIONS: Cost Per Kit (CPK): The CPK price shall include costs covering (a) equipment use, (b) all reagents, standards, controls, parts, accessories, and any other item required for the proper operation of the contractor’s equipment and necessary for the generation of a patient reportable result. This does not include those items approved for exclusion by the government such as printer paper, labels etc. This CPK price shall also encompass all costs associated material to perform as well as all other costs associated with quality control (provide control material or credit to purchase controls from other vendor), calibration and correlation study testing that is prescribed by Clinical and Laboratory Standards Institute (CLSI) (c). All necessary maintenance to keep the equipment in good operating condition (This element includes both preventive maintenance and emergency repairs and (d) training for Government personnel. Contractors are required to provide delivery, installation, and removal of equipment at no additional charge.

III. GENERAL REQUIREMENTS: Offered analyzer model for PT/INR testing shall be considered waived complexity by Clinical Laboratory Improvement Act (CLIA) approved for POC testing, and capable of producing accurate and reproducible assays on biological specimens by established in vitro diagnostic methods. The analyzers shall provide accurate results for sample specimens without excessive malfunctions, breakdowns, or service calls.

A. Offered testing equipment shall be new state-of-the-art equipment. Remanufactured and discontinued models will not be accepted.

B. The awarded contractor shall provide all upgrades to the equipment hardware and operating system software, at no additional cost to the Government during the lifetime of the instrument. These enhancements shall be delivered and installed at the Rocky Mountain Regional VA Medical Center Ancillary Testing Department, Oklahoma City VA Health Care System, and George E. Wahlen VA HCS Ancillary Testing Locations within 60 days of issuance to the commercial market.

C. The model being offered is in current production as of the date this offer is submitted. For purposes of this solicitation, "current production" shall mean that the clinical laboratory analyzer model is being manufactured as new equipment. Discontinued models that are only being made available as remanufactured equipment are not acceptable.

D. Contractor offered equipment shall perform satisfactorily at any laboratory temperature between 50° and 90° degrees Fahrenheit (10° and 32° Celsius) and relative humidity between 15 and 85 percent.

E. An operator’s manual for each analyzer shall be supplied to the RMRVAMC Ancillary Testing Department and OKCHCS, and George E. Wahlen VA HCS Ancillary Testing Locations for distribution to the ancillary locations.

F. Offerors shall provide pricing in accordance with the CPK definition contained above and shall include all costs for:

1. equipment use (the government will not own this equipment)

2. all consumables, reagents, standards, controls

3. all necessary maintenance to keep equipment in manufacturer's operating conditions, both preventive maintenance, and emergency repairs

4. exchange program for malfunctioning units and guarantee of a replacement unit to be sent within 24 hours of notification

5. training for all personnel operating the equipment at each of the CBOC and ancillary sites

6. contractors are required to provide delivery, installation and removal of equipment at no additional charge

G. If the consumables are found to be defective and unsuitable for use with the contractor's equipment, or the contractor has failed to comply with the requirements for routine supply delivery, the contractor shall deliver the consumable supplies within a period of twenty-four hours after receipt of the verbal order for priority delivery from the Government activity.

1. If either circumstance has occurred, the contractor shall deliver to the requesting site, in the most expeditious manner possible, without additional cost to the Government, the necessary consumables in sufficient quantity as required to allow operation of the contractor's equipment for one week (under normal Government test load volume).

2. If additional requests for emergency supply delivery are required by the Government, they will be honored by the contractor until the arrival at the Government site of the monthly standing order/routine supplies delivery. Failure to reserve adequate inventory may result in default.

H. Inventory Control Reagents, Supplies and Disposable: The contractor shall maintain on Government provided space a continuously stocked inventory of reagents, standards, controls, supplies, disposables and any other material or commonly stocked parts required to properly perform tests on the offered equipment. These items shall be of the highest quality ensuring sensitivity, specificity and tested to assure precision and accuracy. The quality of the products shall be high enough to satisfy proficiency testing standards of the College of American Pathologists (CAP) and the Joint Commission.

I. Maintenance and Repairs:

1. Contractor shall provide an exchange program for malfunctioning units and guarantee for a replacement unit to be sent within 24 hours of notification.

2. The contractor shall provide the Government with a designated point of contact and telephone number for malfunctioning units.

3. Contractor shall provide technical support service to assist in troubleshooting Monday through Friday 0800 to 1700, excluding Federal holidays.

4. During the term of the contract, should the repair record of any contractor owned POC analyzer or peripheral part/accessory necessary for the generation of POC PT/INR reporting reflect a downtime of 5% or greater of the normal working days in one calendar month, a determination will be made by the designated representative of the Government at the using facility to replace the initial contractor POC equipment with new equipment or seek out a more reliable method either from the current contractor or new contract.

i. The responsibility for maintaining the equipment furnished in operating condition in accordance with manufacturer’s instruction, shall be solely that of the contractor.

ii. The analyzers provided by the contractor shall maintain an uptime of 95% in each month of the term of the agreement. 95% uptime guarantee is based on the contractor POC equipment operating Monday through Friday 0800 to 1700, excluding Federal holidays. Down time is considered from time of notification that the analyzer is down (patient results are unable to be reported out) to when the analyzer is back up running QC within the laboratory’s acceptable limits and reporting patient results.

5. The downtime calculation includes the total time that an individual analyzer is not operational or cannot produce reliable results even if an equal or similar analyzer is available. Downtime is calculated per instrument individually and not as a collective group of testing availability.

J. Training:

1. Contractor shall provide initial in-depth training for two key operators at each ancillary testing site.

2. Contactor shall provide on-site operator training for all personnel operating the POC analyzers at each ancillary testing site.

IV. SPECIAL REQUIREMENTS:

In addition to the general requirements necessary for the generation of POC PT/INR ASSAY (CPK) services stated above, the contractor shall provide equipment, peripherals and supplies meeting the following requirements, characteristics, and capabilities:

A. Characteristics:

1. Provide FDA approved POC PT/INR ASSAY analyzers for waived complexity testing. Equipment must be of the latest state of the art technology.

2. Must be Food and Drug Administration (FDA) approved for the intended use described within and meet the quality requirements of the College of American Pathologists (CAP), Clinical Laboratory Improvement Amendments (CLIA) and The Joint Commission (TJC).

3. Have on-board quality control data storage/reporting capabilities.

4. Equipment must meet the minimum sample volume and turn-around time requirements and provide acceptable correlation data per VA regulation and the College of American Pathologists with the main instruments in the clinical laboratory. Contractor shall provide technical assistance to perform correlation studies as required by the College of American Pathologist at no cost to the VA (contractor is to provide personnel, reagents, and supplies to perform correlation studies).

5. Must be able to accept a 9-character specimen identifier that is alphanumeric (letters/numbers).

6. Provide proven bi-directional interface through Abbott-RALS & Unipoc middleware for automated patient result transmission that is VISTA compatible. Contractor will bear cost of any hardware and/or software necessary to accomplish this.

7. Contractor shall provide, as part of its offer, a list of VA sites currently interfaced for the analyzer offered.

8. Equipment must be able to store and transmit records (24 hrs. of maximum instrument throughput) in case of interface outage.

9. Equipment must be capable of validating users and instrument lock out if the quality control is out of range.

10. Representatives shall troubleshoot and assist VA staff with resolving any problems with equipment and provide an exchange program for malfunctioning units and guarantee for a replacement unit to be sent within 24 hours of notification. Shipping cost of new and return of malfunctioning meter units will be borne by the contractor.

11. The Quality Control materials and standards including calibrators shall be included in the contract for all ancillary testing sites (or credit toward purchase). Contractor shall provide lot number coordination (minimum suggested out-date for control lots should be one year).

12. Operation and maintenance procedures shall be provided on electronic media, instrument, or website. Contractor shall state which medium the procedures are provided.

13. Upon completion of installation at the ancillary testing sites the contractor shall perform all validation procedures including linearity, precision, correlation and reference range studies at contractors’ expense using validation parameters accepted by the VA Chief of Pathology.

B. Software:

1. Contractor shall provide technical support specialists to assist in equipment set up, correlation studies, normal range studies, staff training, and methodology problems/questions.

2. Contractor shall make operator manuals, troubleshooting manuals, and procedures available on electronic media or website in CLSI format that must be editable by the user.

3. Instrument software shall be versatile and easy to use. Contractor shall provide automatic software upgrades within 30 days of release, maintain compatibility of system with LIS, and include training if needed at no charge to the VA.

C. Hardware: Equipment shall be versatile and provide efficient hardware capabilities:

1. Hardware upgrades to equipment shall be at no additional charge to the government and include any necessary training.

2. Equipment repair and breakdown in excess of 24 hours shall be replaced at no cost through the exchange program.

3. Contractor shall provide an exchange program to cover repair and replacement of malfunctioning equipment to include analyzers, printers, downloaders, software, interface, etc.

D. Reagent and Standards: Convenient Reagent and Standard use:

1. Standards to include reagents, calibrators, and controls.

2. Extended shelf life and stability for reagents, calibrators, controls.

3. Contractor will characterize method and provide exact vendor guaranteed minimum linearity/AMR limits and provide values for calibrators and AMR calibrator values.

4. Provide complete list of reagents, calibrators, controls, and consumables to include SDS and Waste Stream information for the proper disposal of chemicals used for daily running and analysis of patient specimens.

E. QC Data Management: Versatile and convenient QC Data Management:

1. IT connectivity with a centralized server shall be provided by the contractor. Server shall be serviced by the contractor and must be compatible with the VA LIS.

2. Ability to view and print daily, monthly results, Levy-Jennings graphs data.

3. Ability to store/retain QC values for up to three lot numbers when put into use.

F. Invoicing:

1. Contractor shall provide the names, telephone, fax, and email addresses of contractor personnel for billing issues, reagent shipments, service concerns, etc.

2. All payments shall be made in arrears upon receipt of a proper invoice. Invoices will provide the following minimum information:

· contract number

· date of service

· itemized charges

· contractors point of contact

TRANSITION PERIOD:

A. Upon award of the contract, the transition period for the awarded Contractor to have all equipment and peripherals delivered at each participating facility shall be 30 days.

B. Contractor shall not exceed 30 days for installation. During this time, primary operators shall be trained. Failure of the contractor to conform to this transition, installation, and training period shall be considered as sufficient cause to terminate contract for cause under the Termination for Cause clause of the contract.

C. Instrument and method validations by Contractor not to exceed 90 days. During this time, Contractor to provide fully editable electronic copies of all methods, instruments, operations, and maintenance procedures to be used for the preparation of standard operating procedures (SOPs).

D. Billing by Contractor starts on the first day of patient testing after all installation, training, and method validations have been completed and accepted in writing by Pathologist or Medical Director. At this time, the awarded contractor shall have completed full transition of all services under this agreement and shall have full and sole responsibility for services under the awarded contract.

(End of Statement of Work)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Eastern Colorado Health Care System-Rocky Mountain Regional VA Medical Center-Cost Per Kit

Contract Period: Base POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing PRODUCT/SERVICE CODE: 6640 - Laboratory Equipment and Supplies

MANUFACTURER PART NUMBER (MPN): CPK

0001AA

Analyzer

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Analyzer

0001AB

Uploader

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Uploader

Oklahoma City VA Health Care System-Cost Per Kit

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

0002AA

Analyzer

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

0002AB

Uploader

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

Salt Lake City VA Health Care System-George E. Whalen VA HCS-Cost Per Kit

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

0003AA

Analyzer

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

0003AB

Uploader

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Uploader

0003AC

Docking Station

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Docking Station

0003AD

Simulator

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Simulator

0003AE

Cleaning Kit

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Cleaning Kit

AD Hoc Supplies All Stations

POP Begin: 08-01-2025 POP End: 07-31-2030 PRINCIPAL NAICS CODE: 334516 - Analytical Laboratory Instrument Manufacturing

MANUFACTURER PART NUMBER (MPN): Ad Hoc

B.4 INTRODUCTION

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

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

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

B.5 TERMS AND CONDITIONS

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

B.6 ADMINISTRATIVE DATA

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

CONTRACTOR:

Contractor Name:

Contractor Address:

UEI NUMBER:

Contractor Point of Contact:

Name:

Phone:

Email:

Department of Veterans Affairs Network Contracting Office 19

NCO 19

6162 S Willow Dr. Ste 300 Greenwood Village, CO 80111

Lindsey Zwaagstra Contracting Officer 303-712-5733 Lindsey.Zwaagstra@va.gov

B.7 PRICING DATA

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

2. The BPA holder can voluntarily reduce offered prices at any time by giving 24-hour advance notice (by facsimile or electronic-mail) to the Department of Veterans Affairs Contracting Officer. This BPA also allows for additional discounts if a "large order" is placed at one time. An advanced notice is not required for discounts offered for only an individual order. Whether an order is large enough to warrant such a discount is subject to the discretion of the BPA holder.

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

B.8 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA in accordance with FAR Clause 52.217-8 by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option per FAR Subpart 37.111 Extension of Services, the extended BPA shall be considered to include this 6-month option provision.

B.9 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $80,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $450,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.10 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.11 PERIOD OF PERFORMANCE

This BPA expires on 07/31/2030 or such later ending date as determined by the exercise of any option.

B.12 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

Network Contracting Office 19, Lab Team, Contracting Officers.

B.13 ORDER FORMAT

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

B.14 AUTHORIZED REPRESENTATIVES

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

Department of Veterans Affairs Network Contracting Office 19

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111

Lindsey Zwaagstra Contracting Officer Network Contracting Office 19 303-712-5733 Lindsey.Zwaagstra@va.gov

B.15 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.16 INVOICES

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

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. "Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.17 PRECEDENCE

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

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of 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…