36C26121Q0666.docx

36C26121Q0666

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.

DUNS:

DUNS+4:

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 ATTA

CHED

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26121Q0666 06-08-2021 Latasha Winston 916-923-4973 07-16-2021

11:59 PM

PDT

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) Network Contracting Officer (NCO) 21;

5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609 X X 621511 $35 Million N/A X ** See Performance Work Statement **

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) Network Contracting Officer (NCO) 21;

3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page The contractor shall provide Histology Laboratory Services to and from the VA Northern California Health Care System, Sacramento VA Medical Center (VAMC), Mather, California.

All performance shall be in accordance with the Performance Work Statement contained herein.

See Schedule of Supplies/Services in Section B.2 Period of Performance: 10/01/2021 - 09/30/2026 Ordering Period One: 10/01/2021 - 09/30/2022 Ordering Period Two: 10/01/2022 - 09/30/2023 Ordering Period Three: 10/01/2023 - 09/30/2024 Ordering Period Four: 10/01/2024 - 09/30/2025 Ordering Period Five: 10/01/2025 - 09/30/2026 Point of Contact Latasha Winston (latasha.winston@va.gov) See CONTINUATION Page X Latasha Winston Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 ONTRACT ADMINISTRATION DATA

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

1. CONTRACTOR: TBD

1. GOVERNMENT: Contracting Officer 36C261 Latasha Winston Department of Veterans Affairs Network Contracting Office (NCO) 21 5342 Dudley Blvd., Bldg. 209 McClellan CA 95652

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:

a. Quarterly [ ]

b. Semi-Annually [ ]

c. Other [X] Monthly - in Arrears

1. GOVERNMENT INVOICE ADDRESS: Invoices will be electronically submitted to the Tungsten website at http://www.tungstennetwork.com/uk/en/ Tungsten direct vendor support number is 877-489-6135 for VA contracts. The VA-FSC pays all associated transaction fees for VA orders. During Implementation (technical set-up) Tungsten will confirm your Tax Payer ID Number with the VA-FSC. This process can take up to 5 business days to complete to ensure your invoice is automatically routed to your Certifying Official for approval and payment. In order to successfully submit an invoice to VA-FSC please review “How to Create an Invoice” within the how to guides. All invoices submitted through Tungsten to the VA-FSC should mirror your current submission of Invoice, with the following items required. Clarification of additional requirements should be confirmed with your Certifying Official (your CO or buyer). The VA-FSC requires specific information in compliance with the Prompt Pay Act and Business Requirements. For additional information, please contact:

Tungsten Support Phone: 1-877-489-6135 Website: http://www.tungsten-network.com/uk/en/ Department of Veterans Affairs Financial Service Center Phone: 1-877-353-9791 Email: vafscched@va.gov

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

The Contractor shall provide Histology services to process, cut and stain slides for routine histology hematoxylin and eosin (H&E) interpretation and diagnosis and transport specimens to and from the VA Northern California Health Care System, Sacramento VA Medical Center (VAMC), Mather, California.

Place of Performance: Services shall be provided at the Contractor’s histology laboratory.

The contractor shall provide all personnel, equipment and services necessary to perform the services in accordance with the terms and conditions of the scope and work reflected below in the Performance Work Standards (PWS).

The guaranteed minimum award amount for this contract is $1,000. The maximum aggregate value of orders that can be placed under this contract is $2,000,000. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum award amount.

ITEM INFORMATION

Histology Block and Slide Processing Ordering Period One:

Period of Performance: October 01, 2021 through September 30, 2022

Histology Block and Slide Processing Ordering Period Two:

Period of Performance: October 01, 2022 through September 30, 2023

Histology Block and Slide Processing Ordering Period Three:

Period of Performance: October 01, 2023 through September 30, 2024

Histology Block and Slide Processing Ordering Period Four:

Period of Performance: October 01, 2024 through September 30, 2025

Histology Block and Slide Processing Ordering Period Five:

Period of Performance: October 01, 2025 through September 30, 2026

Page 1 of Page 1 of

B. 3 PERFORMANCE WORK STATEMENT

1. GENERAL

1.1. SERVICES REQUIRED: The Department of Veterans Affairs Northern California Health Care System (VANCHCS) requires the contractor to provide Histopathology Services to include processing, cutting, and staining slides for routine histology H&E interpretation and diagnosis by the VA. All block and slide processing will be performed at the Contractor’s laboratory facility. Services shall include providing ground courier services to pick-up formalin fixed tissue cassettes on a daily basis from the Sacramento VAMC located at 10535 Hospital Way, Mather, CA 95655. Contractor shall then transport such cassettes to Contractor’s laboratory for processing and then deliver paraffin embedded tissue blocks and processed H&E slides to the Sacramento VAMC

1.2. PLACE OF PERFORMANCE: Services shall be provided at the Contractor’s histology laboratory. Due to the critical nature of the tissue blocks and slides, the selected Contractor shall adhere to strict turnaround times for pick-up of tissue cassettes and delivery of processed tissue blocks and slides to the Sacramento VAMC as further defined in this Performance Work Statement (PWS). Given the short turnaround time required by the Government, the Contractor’s histology laboratory must be located within the general vicinity of the Sacramento VAMC such that the required turnaround times may be met without delay.

1.3. AUTHORITY: Title 38 USC 8153, Health Care Resources (HCR) Sharing Authority.

1.4. POLICY AND REGULATIONS: The Contractor shall comply with all applicable OSHA, federal, and state laws and regulations as required for performing the type of services required, including the Centers for Medicare and Medicaid Services, Clinical Laboratory Improvement Amendments (CLIA).

1.5. DEFINITIONS/ACRONYMS:

1.5.1. CAP: College of American Pathologists. Laboratory Accreditation agency that has deemed status from the Centers for Medicare & Medicaid Services.

1.5.2. CDR: Contract Discrepancy Report

1.5.3. CLIA: Clinical Laboratory Improvement Amendments. United States federal regulatory standards that apply to all clinical laboratory testing performed on humans in the United States.

1.5.4. CMS: Centers for Medicare and Medicaid Services

1.5.5. Contracting Officer (CO): The person executing this contract on behalf of the Government with the authority to enter into and administer contracts and make related determinations and findings.

1.5.6. Contracting Officer’s Representative (COR): A person appointed by the CO to take necessary action to ensure the Contractor performs in accordance with, and adheres to, the specifications contained in the contract and to protect the interest of the Government. The COR shall report to the CO promptly any indication of non-compliance in order that appropriate action can be taken.

1.5.7. CPARS: Contractor Performance Assessment Reporting System

1.5.8. IAW: In Accordance With

1.5.9. POP: Period of Performance

1.5.10. PWS: Performance Work Statement

1.5.11. QA/QI: Quality Assurance/Quality Improvement

1.5.12. QM/PI: Quality Management/Performance Improvement

1.5.13. QASP: Quality Assurance Surveillance Plan

1.5.14. Veterans Health Administration (VHA): The central office for administration of the VA medical centers through throughout the United States. The VHA is located in Washington, D.C.

1.5.15. Veterans Integrated Services Network (VISN): The regional oversight for the VA medical center.

1.5.16. Veterans Affairs Medical Center (VAMC): Unless identified with the name of a different VA medical Center, for purposes of this contract, this term shall mean the VA Northern California Health Care System, Sacramento VA Medical Center, 10535 Hospital Way, Mather, CA 95655.

2. CONTRACTOR QUALIFICATIONS

2.1. STAFF/FACILITY: The Contractor performing the work shall have a minimum of five years of experience in performing standard and specialized histology work for hospital-based histology laboratories. The Contractor must have demonstrated capability to perform routine H&E staining resulting in slides that are consistent, high quality and sufficient for making diagnoses.

2.2. LICENSING AND ACCREDITATION: Contractor shall have and maintain all licenses, permits, accreditation and certificates required by law to operate as a CLIA-certified laboratory.

2.3. CERTIFICATION: It is essential that the Contractor’s supervisory staff members are certified as Histopathology Technicians through the American Society of Clinical Pathology (ASCP). It is preferable that staff members performing the work are also certified by ASCP. Contractor is responsible for keeping the COR apprised of anything that would adversely affect or otherwise limit their certification and ability to provide the required services. Failure to keep VA fully informed on these matters may result in the immediate termination of the contract.

2.4. PROFESSIONAL LIABILITY INSURANCE: Contractor shall maintain professional liability insurance by a commercial insurance company in the business of providing the required insurance coverage. The Contractor shall provide a copy of the Insurance Certificate upon receipt of a written request by the VA.

2.5. VARIABLE WORKLOAD: Due to the unpredictable nature of the business, the VA cannot estimate the exact number of tissue blocks that will be sent for processing on a daily basis, therefore, the Contractor shall have the capability to accommodate variable workload (ranging from 20 tissue blocks to 200 tissue blocks daily) with minimal notice. VA will notify the Contractor in advance on the rare occasions when no tissue blocks will require processing.

2.6. CONTRACTOR’S LOCATION: The Contractor’s laboratory facilities where the tissue blocks and slides will be processed must be located within commuting distance of the Sacramento VAMC in order to allow transport of specimens to and from the Contractor’s laboratory by ground courier to ensure that the turnaround times specified in this PWS can be met.

2.7. CONFLICT OF INTEREST: Contractor is responsible for identifying and communicating to the CO and COR conflicts of interest at the time of proposal and during the entirety of contract performance. At the time of proposal, the Contractor shall provide a statement which describes, in a concise manner, all relevant facts concerning any past, present, or currently planned interest (financial, contractual, organizational, or otherwise) or actual or potential organizational conflicts of interest relating to the services to be provided. The Contractor shall also provide statements containing the same information for any identified consultants or subcontractors who shall provide services. The Contractor must also provide relevant facts that show how it’s organizational and/or management system or other actions would avoid or mitigate any actual or potential organizational conflicts of interest.

2.8. ANNUAL OFFICE OF INSPECTOR GENERAL (OIG) STATEMENT:

2.8.1. In accordance with HIPAA and the Balanced Budget Act (BBA) of 1977, the VA OIG has established a list of parties and entities excluded from Federal health care programs. Specifically, the listed parties and entities may not receive Federal Health Care program payments due to fraud and/or abuse of the Medicare and Medicaid programs.

2.8.2. Therefore, all Contractors shall review the OIG List of Excluded Individuals/Entities on the OIG web site at www.hhs.gov/oig to ensure that the proposed Contractors and/or firm(s) are not listed. Contractors should note that any excluded individual or entity that submits a claim for reimbursement to a Federal health care program, or causes such a claim to be submitted, may be subject to a Civil Monetary Penalty (CMP) for each item or service furnished during a period that the person or entity was excluded and may also be subject to treble damages for the amount claimed for each item or service. CMPs may also be imposed against the Contractors and entities that employ or enter into contracts with excluded individuals or entities to provide items or services to Federal program beneficiaries.

2.8.3. By submitting their proposal, the Contractor certifies that the OIG List of Excluded Individuals/Entities has been reviewed and that the Contractor(s) and/or firm(s) are not listed as of the date the offer/bid was signed.

3. SCHEDULE

3.1. SCHEDULE: The Contractor shall provide services Monday through Friday, excluding federal holidays. All services shall be provided within the timeframes specified herein.

3.2. FEDERAL HOLIDAYS: The following holidays are observed by the Department of Veterans Affairs:

3.2.1. New Year’s Day

3.2.2. Martin Luther King’s Birthday

3.2.3. Presidents Day

3.2.4. Memorial Day

3.2.5. Independence Day

3.2.6. Labor Day

3.2.7. Columbus Day

3.2.8. Veterans Day

3.2.9. Thanksgiving Day

3.2.10. Christmas Day

3.2.11. Any day specifically declared by the President of the United States to be a national holiday.

3.3. CANCELLATION POLICY: Unless a state of emergency has been declared or the VAMC is closed, the Contractor shall be responsible for providing services. If the VAMC is closed for any reason, the Contractor will be notified.

4. CONTRACTOR RESPONSIBILITIES

4.1. SERVICES REQUIRED: The VAMC requires a contractor to provide Histopathology Services to include processing, cutting, and staining slides for routine histology hematoxylin and eosin (H&E) interpretation and diagnosis. Services shall include providing ground courier services to pick-up formalin fixed tissue cassettes on a daily basis from the VAMC located at 10535 Hospital Way, Mather, CA 95655. Contractor shall then transport such cassettes to Contractor’s laboratory for processing; and provide ground courier services to return the resultant paraffin embedded tissue blocks and H&E stained slides to the VAMC.

4.2. STANDARDS OF PRACTICE: Contractor shall perform services according to the requirements contained in this PWS and services shall be performed in a manner that is equal to or greater than CLIA and CAP standards.

4.3. SPECIFIC CONTRACTOR TASKS

4.3.1. Pick-up Tissue Cassettes to be Processed: Contractor shall pick-up tissue cassettes from the VAMC, Histology Laboratory on a daily basis, Monday through Friday, excluding federal holidays. Tissue cassettes will be picked up by ground courier service no earlier than 5:00 pm and no later than 6:00 pm.

4.3.2. Deliver Processed Tissue Blocks and Slides: Contractor shall deliver processed tissue blocks and slides to the VAMC via ground courier service, Monday through Friday, as soon as the tissue blocks and slides have been processed for readout. Such deliveries shall be made no later than 11:00 am on the morning after the tissue cassettes were picked-up for processing. On days where a heavy workload is experienced (for example, Contractor picks up >50 blocks), a second delivery may be deemed acceptable by the VAMC, however, the processed tissue blocks and slides must be delivered no later than 12:30 p.m. In cases where a second delivery is necessary, the Contractor shall include a written notification with the initial delivery indicating that a second delivery will follow.

4.3.3. Labeling of Specimens: For tracking and documentation purposes, all specimens provided to the Contractor for processing will contain a unique log number assigned by the VAMC, Histology Department. Sequential numbers will be utilized for specimens containing multiple blocks. Specimens processed by the Contractor, as well as documentation accompanying specimens to be processed, will be void of patient identifiers.

4.3.4. Tracking Mechanism: Each batch of specimens picked-up by the Contractor will be accompanied by a tracking log which will identify the unique specimen numbers(s); the time the specimens were picked-up or delivered; and the name of the Contractor’s courier. After processing, specimens delivered to the VAMC will be accompanied by the same tracking log, indicating the same information along with any problems encountered by the Contractor in performing the services.

4.3.5. Handling of Specimens: Specimens shall be transported and handled by the Contractor’s courier in a timely and proper manner in order to preserve the integrity of the specimen (i.e., no temperature extremes, etc.) at all times. Following pick-up of specimens from the VAMC, specimens shall be delivered directly to the Contractor’s laboratory. The Contractor may include the VAMC as part of a pick-up or delivery route that includes other hospitals provided that the final destination is the Contractor’s laboratory and all specimens are handled properly throughout the route.

4.3.6. Upon arrival at the Contractor’s laboratory, specimens shall be processed in a timely manner according to standard histological procedures used in hospital-based histology laboratories and in accordance with regulatory requirements.

4.3.7. Slides shall be processed in a uniform manner to ensure consistency in patient testing. The Contractor shall ensure the highest level of quality for all specimens processed and adhere to the following quality standards and practices:

4.3.7.1. Processing and Embedding: The tissue processing and embedding must produce a block free of unacceptable artifacts such as shrinking, tissue drop-out, fracturing, or over drying.

4.3.7.2. Cutting of levels on microtome: The manner in which the blocks are prepared for cutting on the microtome must minimize freezing artifacts, and when levels are cut they should be free of nicks, “chatter”, and tissue condensation. In addition, each level should be of the same thickness.

4.3.7.3. Drying: Drying of the slides shall not result in burning of the tissue.

4.3.7.4. Staining: The staining protocol used by the Contractor must provide differential H&E staining of a quality and consistency that produces well delineated, crisp results that facilitate accurate diagnosis by VA pathology staff. Contractor shall ensure that its protocol does not result in overstaining or light or washed out staining. For example, overstaining will result in lack of nuclear detail, poor nuclear/cytoplasmic contrast, or cytoplasmic detail that is masked. Light or washed out staining will result in nuclei that are not crisp or poor nuclear/cytoplasmic contrast.

4.3.7.5. Levels: Each individual level should have no less than 50 microns between successive levels.

4.3.8. Contractor shall process specimen blocks to include cutting and staining as follows:

4.3.8.1. Large resection cases (e.g. prostatectomy, hysterectomy, turp): One slide per block, to include any and all inked margins present, containing at least one level of tissue.

4.3.8.2. Skin shaves/punch biopsies: At least three levels of tissue. More than one slide may be required.

4.3.8.3. GI, ENT, GYN, TURBT: No less than two levels. If the Contractor routinely does 3 levels, that is acceptable, only if all three levels fit on one slide.

4.3.8.4. Prostate needle biopsies: A total of four levels on two slides, with two levels on each slide.

4.3.9. Skin excisions:

4.3.9.1. Tips should have no less than three levels on one slide, making sure to contain all inked margins and a full epidermis (tips are generally identifiable by their three-dimensional triangular shape).

4.3.9.2. Main part of the specimen: at least one level per block. One level will be acceptable if all ink and epidermal surfaces are present.

4.4 PERFORMANCE STANDARDS, QUALITY ASSURANCE AND QUALITY IMPROVEMENT

4.4.1 The Contractor shall be subject to Quality Assurance measures, using the standards as outlined in this PWS and methods of surveillance detailed in the Quality Assurance Surveillance Plan (QASP). The QASP shall be attached to the resultant contract and shall define the methods and frequency of surveillance conducted.

4.4.2 The Government will evaluate the Contractor’s performance to ensure services are performed in accordance with this Contract to include inspecting each slide processed by the Contractor or its personnel. If any of the services do not conform to the contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no additional cost to the Government. When the defective services cannot be corrected by re-performance, the Government may:

4.4.3 Obtain the service from another source and charge the Contractor with any resultant charges plus actual administrative costs.

4.4.4 Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

4.4.5 Take other actions as appropriate, including but not limited to termination of this Contract.

4.4.6 For contracts with a period of one year or less, the CO will perform a single evaluation when the contract is complete. For contracts exceeding one year, the CO will evaluate the Contractor’s performance annually. Interim reports will be filed each year until the last year of the contract, when the final report will be completed. The report shall be assigned in CPARS to the Contractor’s designated representative for comment. The Contractor will have sixty (60) days to submit any comments and re-assign the report to the CO.

4.4.7 Failure of the Contractor to respond to the evaluation within those sixty (60) days, will result in the Government’s evaluation being placed on file in the database with a statement that the Contractor failed to respond; the Contractor’s representative will be “locked out” of the evaluation and may no longer send comments.

5. GOVERNMENT RESPONSIBILITIES

5.1. OVERSIGHT OF SERVICE/PERFORMANCE MONITORING: After award of contract, all inquiries and correspondence relative to the administration of the contract shall be addressed to:

5.1.1. CO (CONTRACTING OFFICER)

5.1.2. Name: Latasha Winston

5.1.3. Phone: 916-923-4973

5.1.4. Email: latasha.winston@va.gov

5.1.5. COR (CONTRACTING OFFICER REPRESENTATIVE)

5.1.10. Alternate COR (CONTRACTING OFFICER REPRESENTATIVE)

5.1.11. Name: Patrick Corder, Administrative Officer

5.1.12. Address: 10535 Hospital Way, Mather, CA 95655

5.2 CO RESPONSIBILITIES:

5.2.1 The CO is the only person authorized to approve changes or modify any of the requirements of this contract. The Contractor shall communicate with the CO on all matters pertaining to contract administration. Only the CO is authorized to make commitments or issue any modification to include (but not limited to) terms affecting price, quantity or quality of performance of this contract.

5.2.2 The CO shall resolve complaints concerning Contractor relations with the Government employees or patients. The CO is final authority on validating complaints. In the event the Contractor effects any such change at the direction of any person other than the CO without authority, no adjustment shall be made in the contract price to cover an increase in costs incurred as a result thereof.

5.2.3 In the event that contracted services do not meet quality and/or safety expectations, the best remedy will be implemented, to include but not limited to a targeted and time limited performance improvement plan; increased monitoring of the contracted services; consultation or training for Contractor personnel to be provided by the VA; replacement of the contract personnel and/or renegotiation of the contract terms or termination of the contract.

5.3 COR Responsibilities:

5.3.1 After contract award, the CO will designate a VA employee as the Contracting Officer’s Representative (COR). The COR will be responsible for overseeing the services performed by under this Contract. The COR shall be the VA official responsible for verifying contract compliance. After contract award, any incidents of Contractor noncompliance as evidenced by the monitoring procedures shall be forwarded immediately to the CO.

5.3.2 The COR will certify monthly invoices for payment and will be responsible for monitoring the Contractor’s performance to ensure all specifications and requirements are fulfilled.

6. IDENTIFICATION AND PARKING, SMOKING AND VA REGULATIONS

6.1. Contractor personnel shall wear visible identification at all times while on the premises of the VAMC. All personnel entering the VA facility may have to consent to inspection of all categories of packages as a condition of admittance.

6.2. Upon contract award, the COR will provide instructions to the Contractor on where Contractor personnel should park when making pick-ups and deliveries. It is the responsibility of Contractor personnel to park in the appropriate designated parking areas. Violations of VA parking regulations may result in a citation answerable in the U.S. Federal District Court. VA will not invalidate or make reimbursement for parking violations under any conditions.

7.0 SPECIAL CONTRACT REQUIREMENTSDELIVERY DELAYS

7.1 If for any reason, there will be a delay in delivery of the processed tissue blocks and slides to the VAMC Histology Department, the Contractor will contact the VA as soon as they are aware that a delay will occur. Such notification must be made by telephone to Pathology staff and the Contractor will provide an estimated time for delivery of delayed tissue blocks and slides. Email notification will not be accepted. Upon contract award, the COR will provide the Contractor with a list of names and contact numbers for making such notifications.

7.2 BILLING/INVOICES:

7.2.1 The VAMC will maintain a record-keeping system comprising daily logs of tissue blocks and slides provided to the Contractor for processing (cutting and staining). The COR will review this data against monthly invoices submitted by the Contractor to ensure invoices accurately reflect the services performed.

7.2.2 Payment made during all periods of performance of this agreement shall constitute the total cost for services rendered by the contractor, and shall not exceed the amounts specified in the “Schedule of Supplies and Services” without written request and the written approval from the CO.

7.2.3 Invoices rendered by the contractor to VANCHCS for services furnished under this agreement, will be invoiced in full for each month in which services were performed. All payments made under this contract will be made monthly in arrears in accordance with FAR Clause 52.212-4. No advance payments will be authorized. Invoices shall be electronically sent, using the form Tungsten/OB10 e-Invoice, to the Department of Veterans Affairs, PO Box 149971 Financial Services Center (FSC), Austin, Texas 78714-8971. For more information on how to send invoices electronically, visit http://www.ipps.fsc.va.gov.

7.2.4 All invoices applicable to this agreement must be submitted no later than thirty (30) days after the end of the contract period. Any problems regarding unpaid invoices should be directed to the COR.

7.2.5 At a minimum, each invoice must contain the following: Dates of service, number of slides processed, unit price, and total cost of services provided, contract number, and remittance address. All invoices must include the name, title and phone number of person to be notified in the event of defective invoicing. Refer to FSC policy in completing and submitting Form OB-10 e-Invoice.

7.2.6 All invoices must be submitted for actual services performed by the Contractor. Invoices shall be submitted in accordance with, and at the prices specified in the continuation of SF Form 1449, Schedule of Supplies and Services of this agreement.

7.2.7 Invoice requirements and supporting documentation: Supporting documentation and invoices must be submitted no later than the 20th workday of the month. Subsequent changes or corrections shall be submitted by separate invoice. In addition to information required for submission of a “proper” invoice in accordance with FAR 52.212-4 (g), all invoices must include all information necessary using electronic means in accordance with the policy set forth by the VA Financial Services Center, Austin Texas, see previous paragraph.

8.0 SUBCONTRACTING:

8.1 If during the course of the Contract, the Contractor elects to subcontract to a different laboratory for the purpose of performing the services required under this Contract, the Contractor shall provide advance written notification to the COR. VANCHCS shall have the right to approve or disapprove the use of any proposed subcontractor based on a determination of the subcontractor’s ability to perform the services in accordance with VA’s standards for quality and consistency. In addition, prior to such approval the COR may require the Contractor to submit a sample of slides processed by the laboratory where services are to be performed.

9.0 EVALUATION CRITERIA

9.1 The Government will award a contract resulting from this solicitation to the responsible offeror whose offer, conforming to the solicitation, will be most advantageous to the Government, price and other factors considered. The following information or factors shall be used to evaluate offers. Award will not be made strictly on price but rather will consider the ability of the Contractor to produce high quality and consistent tissue blocks and slides that are considered visually acceptable by VA Pathology staff.

9.1.1 Technical/Quality

9.1.1.1 Capability to perform – Offeror’s quote must demonstrate that it currently possesses appropriate certifications and accreditation and that it employs the personnel, equipment, standards, work processes, and general resources to accomplish the requirements of the PWS. Offeror must provide accompanying documentation of current license from a U.S. State, Commonwealth, Territory, or District, current CLIA certification and CAP accreditation, as well as any other accreditation or licensure that demonstrates its ability to provide the services.

9.1.1.2 Professional qualifications and experience – Offeror must present qualifications and experience of the firm and histology supervisors and staff that will be performing the duties as required in the PWS. Offeror shall provide accompanying documentation of current ASCP licensure for supervisory staff members. Offeror should also include documentation of ASCP licenses held by any staff members that will perform work under the contract.

9.1.1.3 Similar clinical experience – Contractors with clinical experience most similar to the requirements of the PWS are greatly desired. Offerors shall present documentation of such experience. Offerors will also be required to provide a sample of H&E stained slides using their current processing/staining methods across a wide range of tissue types to ensure visual acceptability of the product. The sample presented to VA shall come from the Contractor’s laboratory where services will actually be performed.

9.1.1.4 QA/QC Plan – Offeror shall provide a detailed plan which demonstrates how standards for quality will be met as per the requirements of the PWS.

9.2 Timeliness

9.2.1 Offeror shall identify the place of performance (Contractor’s laboratory). Offeror shall also provide a detailed description which demonstrates how it will meet the required timeframes stated in the PWS, including a description of the transport methods to be utilized.

9.3 Price

9.3.1 Price per slide – Contractor must provide an all-inclusive price per slide processed.

9.4 Past Performance

9.4.1 Clear performance history – Offeror’s performance history must show that it consistently operates in an effective and ethical manner without evidence of corporate malfeasance, employee malpractice, or activities which are counter to the standards and mission of the Department of Veterans Affairs. Documentation should include a summary of contracts performed for other government and non-government entities. Contractor shall identify any contracts that were terminated for cause.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation 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…