36C24418Q9323-001.docx

36C24418Q9323

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 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. 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

642-19-1-027-0003 36C24418Q9323 07-06-2018 Herb Byrns; herbert.byrns@va.gov 412-822-3740 07-31-2018 1600 Eastern 00244 Department of Veterans Affairs Network Contracting Office 4 Pittsburgh, PA 15215

X X 524292 $32.5 Million X N/A X Department of Veteran's Affairs CPL Michael J. Crescenz VA Medical Ctr 3900 Woodland Avenue Philadelphia, PA 19104-4551

00244 Department of Veterans Affairs

Austin Payment Center

PO Box 149971 Austin

TX

78714-9971

(877) 353-9791

(512) 460-5429 See CONTINUATION Page CBOC Pharmacy Services in support of Philadelphia VAMC Period of Performance:

Base Year: 10/01/2018 - 9/30/2019 Obligation Number for Invoices: TBD The Contractor shall be responsible for the correct title classification of workers and compliance with all applicable wage and hour laws.

This acquisition is being conducted in accordance with

FAR 13.5.

See CONTINUATION Page X X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C244 Herb Byrns, 412-822-3740

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Austin Payment Center Department of Veterans Affairs

PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Pharmacy Benefit Management Services in support of Corporal Michael J. Crescenz Department of Veterans Affairs Medical Center (CMC VAMC) Philadelphia, PA for the CMC VAMC Community Based Outpatient Clinics, Saturday Clinic and Emergency Department at CMC VAMC Contract Period: Base POP Begin: 10-01-2018 POP End: 09-30-2019

Pharmacy Benefit Management Services in support of Corporal Michael J. Crescenz Department of Veterans Affairs Medical Center (CMC VAMC) Philadelphia, PA for the CMC VAMC Community Based Outpatient Clinics, Saturday Clinic and Emergency Department at CMC VAMC Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

Pharmacy Benefit Management Services in support of Corporal Michael J. Crescenz Department of Veterans Affairs Medical Center (CMC VAMC) Philadelphia, PA for the CMC VAMC Community Based Outpatient Clinics, Saturday Clinic and Emergency Department at CMC VAMC Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

Pharmacy Benefit Management Services in support of Corporal Michael J. Crescenz Department of Veterans Affairs Medical Center (CMC VAMC) Philadelphia, PA for the CMC VAMC Community Based Outpatient Clinics, Saturday Clinic and Emergency Department at CMC VAMC Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

Pharmacy Benefit Management Services in support of Corporal Michael J. Crescenz Department of Veterans Affairs Medical Center (CMC VAMC) Philadelphia, PA for the CMC VAMC Community Based Outpatient Clinics, Saturday Clinic and Emergency Department at CMC VAMC Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

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B.4 STATEMENT OF WORK

1. GENERAL PROCEDURE: This contract is to provide pharmacy benefit management services to veteran beneficiaries as required by the Corporal Michael J. Crescenz Department of Veterans Affairs Medical Center (CMC VAMC) Philadelphia, PA for the CMC VAMC Community Based Outpatient Clinics, Saturday Clinic and Emergency Department (listed below) with the option to add additional clinics with written notice if needed. The contract shall be effective for one (1) base year with the Government’s option to exercise four (4) one-year renewal periods.

2. SPECIFICATONS: These services shall include the dispensing of pharmaceuticals when clinic staff determine that they are emergent and it is in the interest of patient care and the medication is on the approved list for the CBOC, Saturday Clinic and the Emergency Department. Only NEW prescriptions will be filled. A new prescription is defined as a written prescription for a drug product and strength that has not been previously dispensed to the beneficiary in the past twelve (12) months. A repeat order for the same drug product within twelve (12) months, even if transmitted as a new prescription order, is not considered a new prescription. Exceptions may be made for second courses of antibiotic therapy through a prior authorization process.

a. Only prescriptions from CMC VAMC authorized practitioners may be filled under the contract. Prescriptions will be written on VA prescription form 10-2577F, and hand carried by the beneficiary, or faxed from a Community Based Outreach Center (CBOC) provider’s office. Prescriptions from non-VA authorized practitioners will not be filled under the contract and will not be reimbursed. A copy of the CMC VAMC authorized practitioners will be provided upon award to the Contractor.

b. Prescriptions will be filled for legend drugs listed in the CMCVAMC approved CBOC/Emergency Department emergent drug formulary. A copy of the emergent drug formulary will be provided upon award to the Contractor. The Contractor must review all prescriptions to ensure that the product is listed on the emergent formulary, and is dispensed within the formulary limits. The CMC VAMC reserves the right to add or delete drugs from the emergent formulary upon notification of the Contractor.

c. The CMC VAMC is not responsible for payment of any prescription for products not on the emergent formulary even if ordered by CMC VAMC authorized practitioners. If a CMC VAMC authorized practitioner prescribes a product not on the emergent formulary the pharmacist shall notify the patient that the prescription is not covered and that the patient will be responsible for the cost, payable at that time.

d. Any other exceptions to the prescription requirements of the contract must be pre-authorized by the Chief of Pharmacy or designee.

e. Medications shall be dispensed with a maximum day supply as listed on the CBOC/Emergency Department drug formulary list (unless repackaging is not an option example: insulin, oral inhalers, etc. in which cases the minimum available package size will be dispensed).

f. Medications shall be dispensed in the generic form unless otherwise stipulated by the CMC VAMC Pharmacy Service. A product is not considered a generic equivalent unless the strength, quantity and dosage are the same as the brand name. The generic name must be indicated on the drug label for all medications. Medications shall be dispensed in appropriate vessels, consistent with federal guidelines and state laws.

g. No refills of prescriptions will be authorized. The contractor shall fill ONLY NEW PRESCRIPTIONS. A new prescription is defined as a written prescription for a drug product and strength that has been written as a new prescription by the provider and has a new, unique prescription number.

h. No prescriptions will be mailed.

i. CMC VAMC reserves the right to add or delete areas of services based on patient demand. Changes in service areas shall be addressed in a written bilateral modification to this contract issued by the Contracting Officer.

j. All patients shall be offered counseling from a Pharmacist for each prescription filled. Counseling offered shall be consistent with the State Board of Pharmacy requirements to ensure appropriate use and optimal outcomes from drug therapy. The counseling shall include, but is not limited to:

i. Name, description and use of medication

ii. Dose, dosage, form, and route

iii. Special directions and precautions

iv. Common side effects and action required if side effects occur

v. Techniques for self-monitoring drug therapy

vi. Action to be taken if a dose is missed

vii. Proper storage

viii. What the patient can expect from the medication

k. Pharmacy Services covered by this contract for the CBOCs shall be furnished by the contractor Monday through Friday, 8:00 a.m. to 9:00 p.m. For the Emergency Department, the Pharmacy would need to be open 24 hours/day, 7 days/week.

l. The contractor shall provide services through only state licensed pharmacies with state licensed Registered Pharmacists who will provide the following services:

i. Collects, synthesize, and interprets patient prescription, and disease data

ii. Checks for factual and potential drug related problems, including (but not limited to):

a) therapeutic duplication

b) drug-disease contraindications

c) drug-drug interactions (including interactions with over the counter drugs)

d) incorrect drug dosage

e) drug-allergy interactions

iii. Identify, clarify, and resolve drug related problems with the prescriber and patient.

iv. Be available to answer any drug related questions that a patient may have after the prescription is filled.

v. Treat all patients with dignity, courtesy and respect.

m. Any other exceptions to the prescription requirements of the contract must be pre-authorized by the Chief, Pharmacy Service or designee. Decisions to review retroactive requests for exceptions will be solely at the discretion of the Chief, Pharmacy Service or designee at CMC VAMC.

n. Waiting times for prescription dispensing shall be 30 minutes on average, but shall not exceed two hours.

o. Upon contract award, VA will provide contractor designee with all the provider names for each VA facility location and their respective DEAs that are being used (or will notify if a provider does not use a DEA).

3. CRITICAL PATIENT SAFETY REQUIREMENT VERBAL AND TELEPHONE ORDERS: In the event of a circumstance that requires a telephone order to be taken, the Pharmacist taking the order shall Repeat the Order (also known as Read Back) to the prescriber and assure their concurrence with the repeated order.

4. PRIOR AUTHORIZATION PROCESS:

a. The contractor must support a prior authorization process encompassing these parameters:

i. Real time

ii. Electronic

iii. Secure

iv. Allow for multiple contacts

v. Available 8AM to 6PM, EST

vi. Allows for pre-arranged authorizations (when applicable)

b. Other medications that may be dispensed through the first fill program are Specialty Compounded medications dispensed through licensed compounding pharmacies.

c. Specialty Compounded medications are defined as those that need to be manufactured and dispensed directly to the patient by a licensed compounding pharmacy. Charges to the VA shall include costs of ingredients, dispensing fees and any administrative fees associated with the compounding of the specialty medication. The day’s supply for specialty compounded medications may total up to 30 days. All compounded medications will require a prior authorization. In addition, Specialty Compounded medications can be ordered by non-VA providers for patients enrolled in Patient Centered Community Care (PC3) Choice Program or any other future “VA Accelerated Access” program, provided prior authorization by CMC VAMC pharmacy has been approved.

d. In the case of catastrophic emergencies, the contracted agency shall be able to provide an alternative service site(s) and detail how this will be accomplished with proposal submission.

5. PRICES: Prices will be based on a discount from MediSpan Average Wholesale plus any contracted Administrative and/or Dispense fees.

6. LOCATIONS:

a. Pharmacies should be open at a minimum: Monday – Friday from 8:00am – 9:00pm within the radius requirement of the following locations. CMC VAMC reserves the right to add and remove additional sites if necessary, regardless of the radius requirement.

Burlington Outpatient Clinic 3000 Lincoln Drive East Marlton, NJ 08053

Veterans Health Clinic at Gloucester County 211 County House Road Sewell, NJ 08080-2525

Victor J. Saracini VA Outpatient Clinic 433 Caredean Dr.

Horsham, PA 19044

VA Outpatient Clinic 300 Broadway, Suite 103 Camden, NJ 08104

VA Clinical Annex 6232 Market Street Suite 100 Philadelphia, PA 19139

CMC VAMC (see b. below) 3900 Woodland Ave Philadelphia, PA 19104

b. The contractor will provide for Pharmacy services in the Philadelphia, PA area for the Saturday Clinic(s) and the Emergency Department of the CMC VAMC (3900 Woodland Ave, Philadelphia, PA 19104) within the radius requirement. This service must be available 24hours/day, 7 days per week.

c. Locations PC3 & Choice Programs (Non-VA Care/ Non-VA Providers): Accelerated Access Initiatives – (PC3 and Choice programs) will require a Contractor to facilitate the filling of an initial emergency supply of medication(s) for VA patients receiving Non VA care. Patients receiving Non VA care by Non VA providers through the PC3 and Choice programs may be allowed to take urgent first fill prescriptions to any identified/contracted community pharmacy (as specified in this contract) for processing when a prior authorization has been submitted.

7. RADIUS REQUIREMENT: The contractor shall provide Pharmacy locations within a five (5) mile radius of each VA Facility location. The contractor shall provide the name, address, and phone number of each pharmacy and the VA shall approve the use of at least one pharmacy per VA facility site.

8. REPORTING REQUIREMENTS:

a. Contractor shall provide an invoice and monthly summary (for each service area or CBOC (i.e. Emergency Department, Saturday Clinic) to the CMC VAMC Pharmacy Service by the 15th day of the following month.

b. Invoices are to be sent to the attention of: Karen Bliss, Quality and Compliance Program Manager, CMC VAMC, Pharmacy Service (119), 3900 Woodland Avenue, Philadelphia, PA, 19104 (Karen.Bliss@va.gov; 215-823-7820). Invoices must contain a detailed claims report, including:

i. Patient Name and Date of Birth

ii. Patient Last Four of SSN

iii. Provider Name

iv. CBOC/Clinic Location

v. Medication Name and Strength

vi. Date Dispensed

vii. Quantity Dispensed

viii. Pharmacy NABP #

ix. NDC (National Data Code)

x. Prescription Number

xi. Prescription Cost

xii. Days’ Supply

xiii. Total Charge

c. Additional monthly reports to be provided:

i. Brand/Generic Utilization Statistics

ii. Top 25 Medications by Total Cost

iii. Top 25 Medications by Total Number of Prescriptions Dispensed

iv. Top 25 Therapeutic Class by Total Cost

v. Top 25 Therapeutic Class by Total Number of Prescriptions Dispensed

vi. Top 10 Providers by Total Number of Prescriptions Dispensed

d. For quality control and performance improvement purposes, the contractor shall be responsible for investigating and contributing to the resolution of patient complaints. Medication errors resulting in a required hospitalization, clinical intervention, or significant negative events will be reported to the CMC VAMC immediately.

e. The contractor shall provide quarterly:

i. A report of any and all medication errors, along with the outcome of any investigation into the error.

ii. A report of any and all customer complaints/suggestions/compliments. (or more frequently if a significant problem occurs)

9. DISASTER RECOVERY: The CMC VAMC reserves the right to initiate and develop criteria for disaster recovery services, if ever necessary due to natural (or man-made) disasters.

10. STATUSTORY REQUIREMENTS: Services required under this contract shall be performed in accordance with the following:

i. Applicable State Board of Pharmacy; Pharmacy Law

ii. Code of Federal regulations, Title

iii. United States Code, Title 21

11. CONFIDENTIALITY AND SECURITY: Contractor shall ensure the confidentiality and security of all patient information and shall be held liable in the event of breach of confidentiality. The Contractor shall comply with the provisions of the Privacy Act of 1974 (5 USA 522a), Confidentiality of Drug Abuse, Alcohol Abuse, Sickle Cell Anemia and HIV/AIDs Treatment Records (38 USC 7332) and Confidentiality of Medical Quality Assurance Records (38 USC 5705). The Contractor shall comply with all pertaining confidentiality and security statutes. Contractor shall be a HIPAA (Health Insurance Portability and Accountability Act) covered entity. Failure to comply with statutes regarding confidentiality and security of patient health information/Individually identifiable information may result in financial sanctions.

12. NATIONAL HOLIDAYS:

When one of the National holidays falls on Sunday, the following Monday shall be observed as a National holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National holiday by U.S. Government Agencies. Also included would be any day specifically declared by the President of the United States of America as a National holiday.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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 defect or deficiencies in accepted items.

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS 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 52.217-9 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 of contract expiration.; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001.

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(3) Electronic form means an automated system transmitting information electronically according to the Accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) Invoice payment has the meaning given in FAR 32.001.

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI). The X12 EDI Web site (http://www.x12.org) includes additional information on EDI 810 and 811 formats.

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances below, the contracting officer directs that payment requests be made by mail, the contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for:

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Pennsylvania. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.7 IT CONTRACT SECURITY

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. GENERAL

a. Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

d. Custom software development and outsourced operations must be located in the U.S.to the maximum extent practical. If such services are proposed to be performed abroad and are not disallowed by other VA policy or mandates, the contractor/subcontractor must state where all non-U.S. services are provided and detail a security plan, deemed to be acceptable by VA, specifically to address mitigation of the resulting problems of communication, control, data protection, and so forth. Location within the U.S. may be an evaluation factor.

e. The contractor or subcontractor must notify the Contracting Officer immediately…