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

36C26227Q0056 11-05-2026

Diaz, Marcos 858 228-0081 11-18-2026

07:00 PST

36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

X 100

X

621511

$41.5 Million

N/A

36C262

Participating VISN 22 sites listed in Statement Of Work

Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Financial Services Center

See CONTINUATION Page

VISN 22 Semen & Vasectomy Test Kits

1) See Section B.2. STATEMETN OF WORK (SOW) for requirement details. Offers must conform with the SOW.

2) See Section E - SOLICITATION PROVISIONS, 52.212-1 and 52.212-2 for instructions on submitting quotes/proposals.

3) This will be Blanket Purchase Agreement (BPA) contract.

4) This is a Small Business set-aside solicitation.

5) Kits be ordered/used as needed.

Eestimated Period of performance:

Base Year: 12/15/2026 – 12/14/2027 Option Year 1: 12/15/2027 – 12/14/2028 Option Year 2: 12/15/2028 – 12/14/2029 Option Year 3: 12/15/2029 – 12/14/2030 Option Year 4: 12/15/2030 – 12/14/2031

USE SOLICITATION # 36C26227Q0056 on all offer submissions and correspondence.

See CONTINUATION Page

36C26227Q0056

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 INTRODUCTION

B.4 TERMS AND CONDITIONS

B.5 TERM OF AGREEMENT:

B.6 BPA LIMITS:

B.7 BPA ORDERS:

B.8 PARTICIPATING FACILITIES:

B.9 DELIVERY:

B.10 PACKAGING:

B.11 PRICING

B.12 OBLIGATION OF FUNDS

B.13 FEDERAL HOLIDAYS

B.14 PRECEDENCE

B.15 AUTHORIZED LIMITS

B.16 INVOICES

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 20

C.4 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2025) (DEVIATION)

C.5 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (NOV 2025) (DEVIATION)

C.6 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

(DEVIATION APR 2026)

C.7 52.223-23 SUSTAINABLE PRODUCTS (NOV 2025) (DEVIATION)

C.8 52.225-1 BUY AMERICAN—SUPPLIES (NOV 2025) (DEVIATION)

C.9 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.10 VAAR 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA

BREACH COSTS (FEB 2023) ALTERNATE I (FEB 2023)

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

E.2 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (OCT 2025) (DEVIATION)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (NOV 2025)

(DEVIATION)

E.4 52.216-1 TYPE OF CONTRACT (NOV 2025) (DEVIATION)

E.5 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.6 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.7 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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 36C262

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly as needed

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.

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

AMENDMENT NO DATE

B.2 STATEMENT OF WORK

1. Purpose

The Department of Veterans Affairs (VA), Veterans Integrated Service Network (VISN) 22, requires specialized referral laboratory services for semen analysis (SA) and post-vasectomy semen analysis

(PVSA). The Government intends to establish a single-award Blanket Purchase Agreement (BPA) with one qualified Contractor capable of providing complete, end-to-end services, including at-home collection kits, patient logistics, specimen shipping, laboratory testing, result reporting, and clinical consultation. Orders will be placed by authorized VISN 22 facilities in accordance with the BPA’s ordering terms and conditions

All services shall meet or exceed the applicable requirements of this Statement of Work (SOW), applicable licensing and accreditation standards, and all Federal, state, and local laws and regulations.

The Contractor’s policies and procedures shall comply with the Health Insurance Portability and

Accountability Act (HIPAA).

All requirements of this SOW apply to the Contractor and to every laboratory, branch, division, affiliate, subcontractor, or other third party performing work under the BPA. The Contractor shall remain fully responsible for the performance and compliance of all such entities.

2. Scope of Services

The Contractor shall provide complete mail-in SA and PVSA testing services to participating VISN 22 VA

Healthcare System (VAHCS) facilities. Services shall include:

2.1. Complete at-home SA and PVSA collection kits;

2.2. Patient instructions and logistical support;

2.3. Prepaid return shipping and specimen transportation;

2.4. Specimen receipt, processing, storage, and testing;

2.5. Laboratory result reporting;

2.6. Secure web portal access for authorized VA clinical staff to review and retrieve test results;

-Patient access to a secure web portal is preferred but is not a mandatory requirement. Offerors shall identify whether patient portal access is available and describe its capabilities.

2.7. Replacement kits, when required; and

2.8. Clinical and technical consultation.

VISN 22 facilities will order test kits, physically store them on site and distribute the kits to patients during scheduled appointments. Patients will collect specimens at home and ship them directly to the

Contractor’s designated laboratory or laboratories in accordance with the Contractor’s instructions. The at-home collection process is intended to improve patient privacy and convenience, enhance compliance, maintain specimen stability during shipment, and eliminate the need for patients to collect specimens at a VA facility or deliver specimens directly to a laboratory within a specified timeframe.

The Government reserves the right to add additional VA laboratories or facilities to the BPA.

This is a new requirement with no pre-existing incumbent contractor.

3. Period of Performance

This BPA is for a Base year plus 4 one-year option periods.

Base Year: December 15, 2026 – December 14, 2027

Option Year 1: December 15, 2027 – December 14, 2028

Option Year 2: December 15, 2028 – December 14, 2029

Option Year 3: December 15, 2029 – December 14, 2030

Option Year 4: December 15, 2030 – December 14, 2031

4. Participating VISN 22 Healthcare Systems

The participating healthcare systems are:

Healthcare System Address

VA Albuquerque Healthcare System 1501 San Pedro Drive SE, Albuquerque, NM 87108

VA Long Beach Healthcare System 5901 East Seventh Street, Long Beach, CA 90822

VA North Arizona Healthcare System 500 AZ-89, Prescott, AZ 86301

VA Loma Linda Healthcare System 11201 Benton Street, Loma Linda, CA 92357

VA Phoenix Healthcare System 650 East Indian School Road, Phoenix, AZ 85012

VA San Diego Healthcare System 3350 La Jolla Village Drive, San Diego, CA 92161

VA Southern Arizona Healthcare System 3601 South Sixth Avenue, Tucson, AZ 85723

VA Greater Los Angeles Healthcare System 11301 Wilshire Boulevard, Los Angeles, CA 90073

5. Estimated Quantities

The Government anticipates ordering the following quantities. Orders will be placed by participating sites as needed for individual patients. Quantities represent tests resulted and exclude repeat testing attempts.

Unit of Estimated

Product Description Issue Quantity

5.1. Test kit, Semen Analysis EA 1104

5.2. Test kit, Post Vasectomy Semen EA 636

6. Kit Requirements

The Contractor shall provide complete, prepackaged, mail-in test kits containing all materials necessary for specimen collection, preparation, packaging, storage, shipment, and testing. Each kit shall include:

6.1. A prepaid return mailer;

6.2. Materials necessary to maintain specimen stability during shipment;

6.3. Gel packs or functionally equivalent temperature-control materials;

6.4. Shipping materials, as appropriate, to accommodate variations in ambient temperature;

6.5. Any required non-toxic preservatives or collection additives;

6.6. Clear patient collection, packaging, storage, and shipping instructions; and

6.7. Any other materials required by the Contractor’s laboratory procedures.

Mail-in SA kits validated to maintain specimen stability at room temperature during shipping for a minimum of 52 hours from collection through analysis are preferred. Functionally equivalent kits will be considered. Offerors shall provide supporting details describing the proposed method and applicable validation data.

Kits shall be capable of being stored at room temperature. Test kits will have a minimum shelf life of six months for unissued or unused kits. The Contractor shall replace, at no additional cost to the

Government, defective, damaged, delayed, or otherwise unusable, including kits associated with invalid or unsatisfactory test results.

For supplies containing hazardous or regulated substances, including boric acid tablets, acids, or other chemicals, the Contractor shall provide applicable Safety Data Sheets (SDSs) to affected VA facilities in accordance with applicable laws and regulations.

7. Repeat PVSA Testing

PVSA testing shall include repeat testing at no additional cost to the Government until the patient receives a result confirming a successful vasectomy. The Contractor shall provide all required replacement collection kits, shipping, specimen processing, testing, and reporting associated with repeat testing.

8. Specimen Processing and Shipping

The Contractor shall package, transport, receive, and store specimens in a manner that preserves specimen integrity and complies with applicable specimen-stability and safety requirements. The

Contractor shall provide any specialized materials required for specimen handling and specimen stabilization while in shipment.

The Contractor shall:

8.1. Provide safe and secure transportation of all biological substances;

8.2. Maintain accountability and chain-of-custody integrity from receipt through delivery and testing;

8.3. Provide all materials necessary for specimen transportation, including bags, temperature-condition indicators, transportation documentation, rigid-sided containers, coolers, and related supplies; and

8.4. Provide temperature-integrity tracking data upon VA request.

The Contractor shall comply with all applicable Federal, state, and local laws and regulations governing the packaging, labeling, handling, storage, and transportation of biological specimens, including applicable Department of Transportation, OSHA, CDC, HIPAA, and other requirements.

9. Testing and Reportable Parameters

The Contractor shall perform testing in a laboratory certified under the Clinical Laboratory Improvement

Amendments (CLIA) and otherwise authorized to perform the required testing under applicable Federal and state law. Any test kits, devices, or materials shall meet applicable FDA requirements, as applicable.

9.1 Post-Vasectomy Semen Analysis

Reports shall include, as applicable:

Specimen volume, in milliliters;

Sperm concentration, in cells per milliliter;

Total sperm count, in cells per ejaculate; and

Centrifuged specimen analysis in cases of cryptozoospermia.

9.2 Semen Analysis

Reports shall include, as applicable:

Specimen volume, in milliliters;

Sperm concentration, in millions per milliliter;

Total motility, in percent;

Morphology, in percent;

Total sperm count, in millions per ejaculate; and

Total motile count, in millions per ejaculate.

10. Test Result Reports and Consultations

After receipt of a sample at the laboratory, the Contractor shall provide final test result reports and consultations within 24 hours after testing is completed. Results shall be transmitted by secure facsimile to the designated VA laboratory send-out office and/OR made available through the Contractor’s secure web portal. If the Contractor offers an approved electronic interface with the applicable VA health record system, the Contractor may provide that capability subject to VA authorization and technical requirements. VA contact information will be provided upon BPA contract award.

The Contractor shall provide authorized VA clinical staff with secure portal access to review results and, where supported by the portal, upload or transmit results to the applicable electronic health record.

Each patient test report shall include, at a minimum:

10.1. Patient name;

10.2. Date of birth;

10.3. Test ordered;

10.4. Date and time of specimen collection;

10.5. Date and time testing was completed;

10.6. Test results and applicable reportable parameters;

10.7. Applicable reference intervals;

10.8. Abnormal-result flags;

10.9. Laboratory specimen number;

10.10. Testing laboratory name and address;

10.11. Information indicating questionable result validity, if applicable; and

10.12. An explanation when a specimen is rejected or determined to be unsuitable for testing.

11. Laboratory Manual

The Contractor shall provide a printed or electronic laboratory manual containing, at a minimum:

11.1. Testing methodologies and method references;

11.2. Department hours of operation;

11.3. Accreditation information;

11.4. Technical staff information;

11.5. Service department contact information, including telephone numbers and hours of availability;

11.6. Quality assurance information; and

11.7. Applicable report forms.

12. Client Services and Consultations

The Contractor shall provide client services at least eight hours per day, Monday through Friday, excluding Federal holidays, to address inquiries concerning:

12.1. Test availability;

12.2. Specimen collection;

12.3. Specimen storage and transportation;

12.4. Addition or cancellation of testing;

12.5. Ordering of supplies;

12.6. Specimen problems; and

12.7. Other technical or administrative issues.

During normal business hours, the Contractor shall provide access to qualified medical or technical experts for test interpretation, testing recommendations, and education regarding available testing options. The Contractor shall provide the names and telephone numbers of the relevant Points of

Contact consultation personnel or department of such.

13. Contractor Responsibilities

The Contractor shall furnish all personnel, supplies, equipment, facilities, materials, transportation, supervision, and services necessary to perform the requirements of this SOW.

The Contractor shall operate in full compliance with all applicable Federal, state, and local laws, regulations, and standards, including HIPAA requirements for the protection of protected health information (PHI).

The Contractor shall not release patient records or test results to anyone other than the ordering healthcare provider, the patient, or authorized VA Pathology and Laboratory Medicine personnel, unless otherwise authorized or required by law. These confidentiality obligations shall survive expiration or termination of the BPA.

14. Licensing and Accreditation

The Contractor and each laboratory performing services under the BPA shall:

14.1. Maintain all licenses, permits, registrations, certifications, and accreditations required by

Federal and state law;

14.2. Maintain applicable CLIA certification and accreditation by an accepted accrediting organization, such as the College of American Pathologists (CAP), The Joint Commission (TJC), or the Commission on Office Laboratory Accreditation (COLA);

14.3. Comply with applicable Centers for Medicare & Medicaid Services (CMS) requirements;

14.4. Ensure that Medical Directors and Laboratory Directors possess the qualifications and experience required to direct the services provided under this BPA;

14.5. Ensure that personnel performing services are appropriately qualified and hold full, unrestricted licenses, where required, in a state, territory, commonwealth, or the District of

Columbia;

14.6. Maintain safety and health standards consistent with OSHA and Centers for Disease Control and Prevention (CDC) requirements; and

14.7. Notify the Contracting Officer in writing immediately upon the loss, suspension, limitation, or expiration of any required license, certification, accreditation, or permit held by the

Contractor or a subcontractor.

The Contractor shall provide copies of all required licenses, certifications, accreditations, and renewals to the Contracting Officer and applicable VISN 22 facilities upon request and whenever such documents are reissued, renewed, or updated. The Contractor shall also provide required documentation for each laboratory subcontractor performing services under the BPA.

15. Quality Control and Quality Assurance

The Contractor shall maintain an effective quality control and quality assurance program consistent with applicable CLIA, CAP, TJC, COLA, OSHA, Federal, and or state requirements. The program shall include procedures to identify, document, correct, and prevent recurrence of defective or nonconforming services.

The Contractor’s facilities, methodologies, quality control procedures, and records may be examined by authorized VISN 22 representatives during the period of performance. The Government will evaluate

Contractor performance in accordance with the applicable Quality Assurance Surveillance Plan (QASP).

The Contractor shall notify the VA within 24 hours of any adverse action taken by a regulatory or accrediting agency that may affect the Contractor’s ability to perform the requirements of this SOW.

The Contractor shall notify VISN 22 facilities at least 14 calendar days before implementing any planned change to testing methodology, procedures, or reference ranges. If advance notice is not practicable because of an emergency, the Contractor shall notify VISN 22 as soon as possible.

16. Utilization and Cost Reports

The Contractor shall provide quarterly and annual utilization and cost reports to the applicable VA site laboratory administration and the designated VISN laboratory office. Reports shall be provided in

Microsoft Excel format.

Quarterly reports shall cover the following periods and be submitted within 30 days after the end of each quarter:

October–December;

January–March;

April–June; and

July–September.

Reports shall include, at a minimum:

Date of service;

CPT code, if applicable;

Test name or procedure;

Test volume;

Cost per test; and

Total cost.

The annual report shall cover the applicable BPA contract performance period.

17. Contractor Program Manager

The Contractor shall designate a Program Manager and an alternate in writing to the Contracting

Officer. The Program Manager or alternate shall be responsible for daily BPA contract operations and shall have full authority to act on behalf of the Contractor regarding matters related to performance under the BPA.

The Program Manager or alternate shall be available from 8:00 a.m. to 4:30 p.m., Pacific Time, Monday through Friday, excluding Federal holidays and periods when the Government facility is closed for administrative reasons.

18. Special Standards of Responsibility

Offerors shall provide information sufficient for the Contracting Officer to determine compliance with the special standards of responsibility established by this SOW. Failure to provide the required information may result in a determination that the offeror is not eligible for award.

The selected offeror shall maintain an active registration in the System for Award Management (SAM) at www.sam.gov throughout the applicable period of performance. An offeror that does not maintain the required SAM registration may be determined ineligible for award or continued performance.

(End Statement of Work)

B.3 INTRODUCTION

In the spirit of the Federal Acquisition Streamlining Act and pursuant to Federal Acquisition Regulation (FAR) Part 12, the Department of Veterans Affairs (VA), Veterans Integrated Service Network (VISN) 22 Healthcare Centers is establishing this single award Blanket Purchase Agreement (BPA) contract for Blood Bank Automation, Equipment Capital Purchase and CPT Solution as described within this solicitation. The Contractor shall make available for purchase all the necessary products and services commercially available by Contractor to meet VISN 22 Healthcare Center's needs as outlined within this BPA.

VISN 22 Healthcare Centers require the following:

1) A complete solution from a single vendor/offeror as defined and detailed in the Statement Of Work (SOW) for Semen Analysis (SA) and Post Vasectomy Semen Analysis (PVSA) test kits to be purchase and delivered to the VA Healthcare Systems and then directly distributed to patients as needed.

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.4 TERMS AND CONDITIONS

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

B.5 TERM OF AGREEMENT:

This BPA shall be one (1) base year plus four (4) option years which will be reviewed, at least, annually In Accordance With (IAW) RFO FAR Part 12 to ensure the BPA terms are met, to assess current market conditions and to determine price reasonableness. Additional discounts may be requested by VISN 22 at any time. If the Contractor fails to perform in a manner satisfactory to the Contracting Officer (CO), this BPA may be canceled with a thirty

(30) day written notice to the Contractor by the CO.

B.6 BPA LIMITS:

The estimated BPA time is approximate One (1) Base year and four (4) option years from the effective date of the BPA. Pricing must be established based on the estimated user quantities listed in Attachment A. Estimated Period of Performance is listed in the SOW herein.

B.7 BPA ORDERS:

This BPA is a pricing agreement and does not obligate any funds. The Government is obligated only to the extent of authorized BPA Delivery Orders (DO) issued under the BPA by authorized individuals. DO’s shall be identified by the BPA Number (TBD) and DO Number (TBD). DO’s may include option years, if it is determined that option years would be in the best interest of the Government. Any DO issued during the effective term of this BPA shall be completed by the Contractor within the time specified in the DO, including all option years, which may extend beyond the BPA term. The Contractor shall accept the price, terms and conditions of an issued DO as long as they do not conflict with the terms set forth in the BPA.

DO’s shall be limited to $(TBD) per order.

There are no required minimum orders and a maximum individual order limit of $500,000.00.

B.8 PARTICIPATING FACILITIES:

Future facilities that fall under the authority of this office, Network Contracting Office 22 (NCO 22), may be added or deleted to this agreement with an exercise of a supplemental agreement between the Government and the Contractor.

Participating facilities are listed in the SOW herein.

B.9 DELIVERY:

The Contractor shall deliver all supplies and services identified in the schedule to the locations identified in the SOW herein as ordered by individual BPA DOs from the participating facilities. The delivery location is subject to change as required by the designated authority or authorized personnel at the receiving facility. The primary facility POC shall be required to notify the Contractor when delivery locations have been changed.

All deliveries shall be accompanied by a delivery ticket or sales slip which shall contain:

Contractor name, BPA number, DO number, VA obligation number, date of order, date of delivery, itemized list of products furnished, including product description and quantity shipped.

All deliveries shall be made during normal working hours from 8:00a.m. to 4:30p.m, local time unless specified otherwise. Standard orders shall be delivered within no more than four

(4) working days after receipt or placement of order. Emergency deliveries may be necessary on rare occasions and may occur outside of working hours from 4:00 p.m. to 8:00 a.m. Under emergency occurrences, the Contractor shall deliver to the Government site in the most expeditious manner possible. Without additional cost to the Government, unless expedited shipping/delivery is approved by the primary facility POC, CO or another authorized individual.

The Contractor shall provide an emergency point of contact, if different from the standard points of contacts.

No product substitutions shall be made by Contractor without prior approval of the treating facility primary Point of Contact. However, if substitution would further obligate the government, the Contractor shall have approval of a warranted Contracting Officer.

B.10 PACKAGING:

All supplies shall be adequately packaged to prevent damage during shipping, handling and storage. Bags or packages shall be whole, intact, and not otherwise torn or damaged.

Upon delivery, the Government shall examine all packages. The Contractor shall be required to replace unacceptable or damaged products at the Contractor’s expense.

B.11 PRICING

Contract Supplies as listed below, with associated pricing, can be ordered under this BPA.

The Contractor shall be allowed to vary within the categories for successful and efficient task completion not to exceed funded values of each order awarded under this agreement. As proposed, the Contractor will apply applicable extended/tier pricing to all categories used in the performance of orders issued under this Agreement. Orders may be awarded on an as needed basis only. All Calls/Orders placed against this BPA are subject to the terms and conditions of the referenced BPA, the Contractor's proposal and this Agreement, except where noted below.

Contractor's proposal dated is hereby referenced.

B.12 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.13 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, the Contractor shall not provide services or incur and/or bill charges under any order issued pursuant to this contract on any Federal holiday, as defined by applicable law.

B.14 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.

B.15 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach the estimates listed per year/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 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.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.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C.

chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

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

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

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

(End of Clause)

C.4 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2025)

(DEVIATION)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with sections 19.105, 19.106, 19.107, and 19.108;

(4) Orders expected to exceed the simplified acquisition threshold and that are set aside for small business concerns under multiple-award contracts, as described in 8.4 and 16.5;

(5) Orders, regardless of dollar value, that are set aside in accordance with sections 19.105, 19.106, 19.107, and 19.108 under multiple-award contracts, as described in 8.4 and 16.5; and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for—

(1) Services (except…