36C24821Q0166.docx

36C24821Q0166

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9.

ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE

WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15

CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTA

CHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNAT

URE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Multiple 2237s 36C24821Q0166 12-15-2020 Chad L. Raterman

(561) 345-4518 12-29-2020 10:00

EST

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Bldg. 2, Room 329 10000 Bay Pines Blvd.

Bay Pines FL 33744 446110 $30 Million N/A X Department of Veterans Affairs James A. Haley Veterans Hospital (90C) 13000 Bruce B. Downs Blvd Tampa FL 33612 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 8875 Hidden River Pkwy Tampa FL 33637

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Please see schedule, attachments of locations and all directions and deleiverables in Provisions section.

This solicitation is being evaluated as a Comapitive Anaylisis “Comparative Evaluation” is the act of comparing two or more or proposals in response to a Request for Quote (RFQ).

The i tem-by-item comparison is performed by comparing each offer or proposal to one another to determine which provides the best benefit to the government.”

See CONTINUATION Page X X X One Chad L. Raterman Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Bldg. 2, Room 329 10000 Bay Pines Blvd.

Bay Pines FL 33744

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.

Department of Veterans Affairs Financial Services Center

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

See attached document: SCHEDULE.

Page 1 of Page 1 of

Performance Work Statement The contractor will provide Emergent First Fill and Emergency pharmaceutical benefits management products and services to Veterans Affairs (VA) beneficiaries in the Veterans Integrated Service Network (VISN 8) as follows:

a. Prescriptions may only be filled from an authorized VA provider employed by the Department of Veterans Affairs under this contract. The contractor must review all prescriptions to ensure that the prescriber is a VA authorized provider. Prescriptions from non-VA authorized providers may not be filled under the contract and will not be reimbursed.

b. Only new prescriptions shall be filled. In rare instances where refills may be necessary, there shall be a pre-authorization by the Chief, Pharmacy Service at the responsible Veteran Affairs Medical Center (VAMC) and so noted on the invoice.

c. Pharmacy Benefit Management services provided under this contract shall be provided by the contractor Monday through Sunday (7 days a week) to include all federal holidays and weekends. Hours of operation (0000hrs to 2400hrs) daily.

d. The contractor shall provide VA with an after-hours point of contact and phone number in the event of an emergency or the provider needing to authorize a non-formulary approval for an emergent prescription.

e. The contractor will have an emergent enrollment process to assist patients, VA staff and contract pharmacies 24 hours per day, 7 days per week and 365 days per year.

f. The Community Based Outpatient Clinics (CBOC’s) normal operating hours are Monday – Friday 8:00am to 5:00pm, (excluding federal holidays). Some locations have extended hours of operation. A full list of locations and hours of operation are included in attachment A.

g. The VISN 8 Clinical Contact Center (CCC) provides twenty-four (24) hour coverage for all veteran beneficiaries within VISN 8. The VISN 8 Clinical Contact Center operates twenty-four (24) hours a day, including all ten federal holidays (365 days per year).

h. Prescriptions filled will be in written form provided by authorized VA providers and shall be identified with the name and address of each CBOC or VISN 8 VAMC location. (VA Form 10-2577F, Security Prescription Form). Prescriptions may also be faxed or telephoned into the pharmacies at the discretion of each VAMC.

i. Unless otherwise pre-authorized, prescription fills shall be limited to a maximum of a ten (10) day supply. The balance of the patients prescribed medication shall be mailed from the VA Mail-Out Pharmacy. Each VA Medical Center may independently choose a shorter day limit if so desired.

j. Prescriptions shall be filled for legend drugs “only” according to the authorized “Emergency Medication Formulary List”, a small subset derived from medications on the VA National Formulary determined and approved by each VAMC Pharmacy Chief or designee. There shall be a mechanism in place, provided by the contractor to provide real-time messaging and hard edits to the pharmacies to prevent any drug outside of the approved list being dispensed without prior authorization. Prior authorization shall be required for any medication outside of the approved list including all medications on VA National Formulary, a Non-Formulary or any medication considered restricted.

k. Prescriptions filled under this contract shall be, to the extent permitted by law, the least expensive drug product the pharmacy has in stock.

l. Generic (AB rated) shall be dispensed whenever possible. A product is not considered a generic equivalent unless the strength, quantity and dosage are the same as the brand name. The generic name shall be displayed on all labels for all medication. All generic products used shall comply with Federal and State regulations.

m. All prescriptions are to be picked up at the filling pharmacy by the Veteran patient or designee with ample identification. Veteran patients must present a valid photo ID and sign for all prescriptions upon pickup.

n. Contractor shall provide a minimum of three licensed pharmacies accepting its plan within approximately 5 miles or less from each VA facility, CBOC, Outpatient Clinic (OPC) and Community Based Clinic (CBC) except for the US Virgin Islands where at least two licensed pharmacy within a 10-mile radius or less is acceptable. Facilities located in each of the following cities: Bay Pines, Cape Coral, Sarasota, St. Petersburg, Port Charlotte, Naples, Bradenton, Palm Harbor, Sebring, Miami, Deerfield Beach, Pembroke Pines, Hollywood, Homestead, Key Largo, Key West, Sunrise City, West Palm Beach, Boca Raton, Delray Beach, Ft. Pierce, Okeechobee, Stuart, Vero Beach, Moore Haven, Clewiston, Port Saint Lucie Gainesville, Lake City, Ocala, Waycross (GA), Jacksonville, Valdosta (GA), Saint Augustine, Tallahassee, The Villages, Saint Mary’s (GA), Marianna, Palatka, Perry, San Juan, Arecibo, Ceiba, Comerio, Guayama, Kings Hill (St. Croix), Mayaguez, Ponce, Saint Thomas (VI), Utuado, Vieques, Tampa, Brooksville, Lakeland, Lecanto, New Port Richey, South Hillsborough and Zephyrhills, Lake Nona, Orlando, Viera, Daytona Beach, Kissimmee, Deltona, Tavares and Clermont

The cognizant Pharmacy Service for these areas are associated with the station listed below and further detailed in Attachment A.

1) Bay Pines – Bay Pines, Cape Coral, Sarasota, St. Petersburg, Port Charlotte, Naples, Bradenton, Palm Harbor and Sebring

2) Miami – Miami, Deerfield Beach, Pembroke Pines, Hollywood, Homestead, Key Largo, Key West and Sunrise City

3) West Palm –West Palm Beach, Boca Raton, Delray Beach, Ft. Pierce, Okeechobee, Stuart, Vero Beach, Moore Haven, Clewiston and Port Saint Lucie

4) North Florida/South Georgia - Gainesville, Lake City, Ocala, Waycross (GA), Jacksonville, Valdosta (GA), Saint Augustine, Tallahassee, The Villages, Saint Mary’s (GA), Marianna, Palatka, Perry, and Middleburg

5) Puerto Rico – San Juan, Arecibo, Ceiba, Comerio, Guayama, Kings Hill (St. Croix), Mayaguez, Ponce, Saint Thomas (VI), Utuado and Vieques

6) Tampa – Tampa, Brooksville, Lakeland, Lecanto, New Port Richey, South Hillsborough and Zephyrhills

7) Orlando – Lake Nona, Orlando, Viera, Daytona Beach, Kissimmee, Deltona, Tavares and Clermont

8) Clinical Contact Center – provides twenty-four (24) coverage for all locations within the VISN 8 network.

o. Contractor shall not mail filled prescriptions to the patient. Contractor shall not deliver prescriptions to patient.

p. Pharmacies authorized to fill prescriptions under the contractor’s plan shall agree to the following conditions:

1) All information concerning VA beneficiaries shall be kept confidential and shall not be disclosed to any person, except as authorized in writing and according to all applicable laws. The contractors should complete VA privacy training.

2) Representatives of the VA are authorized to visit the premises of any pharmacy filling VA prescriptions under the contractor’s plan during business hours. The purpose of reviewing VA information including auditing and evaluation, which may include the inspection of clinical records.

3) All adverse drug events reported to the contractor’s pharmacies by beneficiaries of the VA shall be reported to cognizant Pharmacy Service. Adverse drug events include dispensing errors, drug allergies, and adverse drug reactions.

4) Pharmaceutical care provided to beneficiaries under this contract shall meet all standards applicable to Medicaid recipients in the State where the services are provided for Ambulatory Care/Pharmaceutical Services.

5) Payments made by the Department of Veterans Affairs under this contractor shall constitute the total costs of services provided by the Contractor. Contractor hereby agrees that in no event shall contractor bill, charge, collect deposit from, seek compensation, remuneration or reimbursement from, or have any resource against the beneficiary, the beneficiary’s family, private insurer, Medicare or any other entity acting on the beneficiary’s behalf, for services provided pursuant to this contract.

6) A pharmacist consistent with Omnibus Budget Reconciliation Act (OBRA) 1990 requirement to ensure appropriate use and optimal outcomes from drug therapy shall offer all patients counseling. Counseling at a minimum shall include the following information:

a. Name, description and use of the medication

b. Dose, dosage form and route

c. Special directions and precautions

d. Common side effects and action required if they occur

e. Techniques for self-monitoring drug therapy

f. Action to be taken if a dose is missed

g. Proper storage

h. What the patient can expect from the medication

i. Food-drug interactions A pharmacist shall be available to answer any drug related questions that a patient may have after the prescription is filled. In addition, include documentation (include patient refusal), demonstration of patient understanding, or any other pertinent issue such as “provided to care-giver”.

q. The contractor shall bill the cognizant VA Hospital monthly for services rendered. The VA will audit all billings. Pharmacies accepting payment through the contractor shall make records available to the auditor in a timely manner at the location where dispensed.

All invoices shall reference the following information:

1) Contract number

2) Patient name

3) Patient’s social security number

4) Prescription number

5) Name and NDC number of the medication dispensed

6) Quantity dispensed

7) RX Cost

8) Pharmacy Name/location

9) Doctor’s Name

10) Contractor’s charge fee

r. Contractor shall provide VISN 8 a listing of licensed pharmacies that will accept its plan.

s. Records maintained by the contractor should have a definite time for retention and a clear method of disposal.

t. The contractor must complete the Contractor Security Control Assessment (CSCA) within 30 days of contract approval and yearly on exercise of any options.

u. Any disclosure of records to any third party must have an accounting of release of disclosure.

v. Offeror shall quote the most favorable discount from the latest edition of the Drug Topics Red Book Average Wholesale Price (AWP) or Maximum Allowable Cost (MAC), the most favorable dispensing fee and administration fee and shall meet the requirements as stated in the solicitation.

w. In the event of an emergency or special situation such as any manmade or natural disaster, other National Emergency, temporary closing of a VISN 8 facility, interruption of mail services or where prescription delivery services are impaired, the contractor may be authorized to provide prescription services to veteran patients ordered by authorized VA staff. Under the emergency disaster activation, the VA Chief of Pharmacy may authorize a refill on an active prescription. A Veteran patient with a valid ID may take an active VA prescription bottle last filled within 180 days with remaining refills to a participating retail pharmacy to be filled, excluding all controlled substances. The contractor shall provide prescription services for the disruption of normal VA pharmacy prescription filling by VISN 8 or CMOP pharmacy for designated VISN 8 VA patients or where mail delivery, USPO or UPS delivery of VA filled prescriptions is impaired, prevented or otherwise interrupted.

x. The emergency disruption clause can only be implemented with the approval of the VISN 8 Chief Medical Officer, Chief Operations Officer, Network Director or, if unavailable due to circumstances, the VAMC Medical Center Director, Associate Director, or Chief of Staff. The Network or VAMC would determine the start and stop date of this service. Prescription status and prescription quantity from the normal ten days supply up to a maximum of ninety days (all VA Formulary without prior approval or limited) will be established when the emergency/special situation necessitates the activation of this provision.

Qualifications:

Pharmacies performing the services shall be, licensed in a State, Territory, or Commonwealth of the United States or the District of Columbia. All licenses held by personnel working on this contract shall be full and unrestricted licenses. All licenses shall be, compliant with the requirements set forth by the area of jurisdiction, State of Florida, State of Georgia or the U.S. Territory of Puerto Rico or the U.S. Virgin Islands.

Key Personnel and Temporary Emergency Substitutions:

The Contractor shall assign to this contract the following key personnel:

Program Manager/Contract Representative During the first ninety (90) days of performance, the Contractor shall make NO substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer, in writing, within 15 calendar days after the occurrence of any of these events and provide the information as required for a qualified substitute as described below. After the initial 90-day period of the contract, the Contractor shall submit the information required by the Contracting Officer at least 15 days prior to making any permanent substitutions.

The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutes shall have comparable qualifications to those of the person being replaced. The Contracting Officer shall notify the Contractor within 15 days after receipt of all required information of the decision on the proposed substitutes. The contract will be modified to reflect any approved changes of key personnel.

For temporary substitutions where the key person will not be reporting to work for three (3) consecutive workdays or more, the Contractor shall provide a qualified replacement for the key person. This substitute shall have comparable qualifications to the key person. Any period extending two weeks will require the procedure as stated above.

Contract Performance Monitoring:

The Chief, Pharmacy Service at each cognizant VA Medical Center or COR designee shall be the VA official responsible for verifying contract compliance in accordance with the Quality Assurance Surveillance Plan (QASP). After contract award, any incidents of contractor noncompliance as evidence by monitoring procedures shall be forwarded immediately to the Contracting Officer.

Contractor shall maintain an ongoing performance measurement, assessment and improvement process to assess the services provided under this contract (e.g. customer satisfaction survey).

An annual report outlining the assessment or measurement tool used, results of the assessment and any improvements initiated will be provided to the COR’s and the VISN 8 PBM COR no later than 14 business days after the end of the base year contract as well as the end of any option period exercised

Quality Control/Improvement All medication errors and medication related incidents shall be recorded and reported to the prescribers and the Chief, Pharmacy Service immediately.

Customer complaints, suggestions, compliments shall be recorded and forwarded to the Chief, Pharmacy Service immediately.

Reports Contractor shall provide each cognizant VAMC Pharmacy Chief or designee a monthly report by station/location which summarizes how many RX’s, brand vs. generic and costs; a detailed report by station/location listing each RX (patient, drug, generic/brand, cost etc.); a top 10 medication report by station/location. Information provided will be used to consider additions or removal from the VA’s approved “Emergency Medication Formulary Drug List”.

Contractor shall provide VISN 8 Pharmacy Benefits Management Pharmacy Executive or designee with a quarterly business review summarized by each stations VAMC; to include the top 25 medications by station and a summary report by station VAMC summarizing total number of RX’s filled (per month), Total Cost of medication (per month), Total Dispense Fee (per month) Total rollup of overall costs (per month) and Total number of Brand versus Generic RX’s filled.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

Project Title: VISN wide Emergent First Fill Requirement Contract Number: TBD Contract Description: The contractor shall provide all resources necessary to meet the requirements as described in the Performance Work Statement (PWS). The Contractor shall provide all labor, material, supervision, equipment, supplies, and services required to provide pharmaceutical benefits management products and services to VISN 8.

1. PURPOSE

This Quality Assurance Surveillance Plan (QASP) provides a systematic method to evaluate performance for the stated contract. This QASP explains the following:

What will be monitored.

How monitoring will take place.

Who will conduct the monitoring.

How monitoring efforts and results will be documented.

This QASP does not detail how the contractor accomplishes the work. Rather, the QASP is created with the premise that the contractor is responsible for management and quality control actions to meet the terms of the contract. It is the Government’s responsibility to be objective, fair, and consistent in evaluating performance.

This QASP is a “living document” and the Government may review and revise it on a regular basis. However, the Government shall coordinate changes with the contractor. Copies of the original QASP and revisions shall be provided to the contractor and Government officials implementing surveillance activities.

2. GOVERNMENT ROLES AND RESPONSIBILITIES

The following personnel shall oversee and coordinate surveillance activities.

The contractor shall clearly identify employees to serve as the contractor’s program manager/point of contact (POC) for this contract. This manager/POC will continually keep the Government informed of work status and any potential issues that may affect quality of performance.

4. PERFORMANCE STANDARDS

Performance standards define desired services. The Government performs surveillance to determine if the contractor exceeds, meets, or does not meet these standards.

The PWS includes a clear requirement the contractor must provide. The Government shall use these requirements to determine contractor performance and shall compare contractor performance to the Acceptable Quality Level (AQL).

5. METHODS OF QA SURVEILLANCE

Various methods exist to monitor performance. The COR shall use the surveillance methods listed below in the administration of this QASP.

Metrics and methods are designed to determine if performance exceeds, meets, or does not meet a given standard and acceptable quality level. A rating scale shall be used to determine a positive, neutral, or negative outcome. The following ratings shall be used:

The Government shall document positive performance. Any report may become a part of the supporting documentation for any contractual action.

b. UNACCEPTABLE PERFORMANCE When unacceptable performance occurs, the COR shall inform the contractor. This will normally be in writing unless circumstances necessitate verbal communication. In any case the COR shall document the discussion and place it in the COR file.

When the COR determines formal written communication is required, the COR shall prepare a Contract Discrepancy Report (CDR), and present it to the contractor's program manager.

The contractor shall acknowledge receipt of the CDR in writing. The CDR will specify if the contractor is required to prepare a corrective action plan to document how the contractor shall correct the unacceptable performance and avoid a recurrence. The CDR will also state how long after receipt the contractor has to present this corrective action plan to the COR. The Government shall review the contractor's corrective action plan to determine acceptability.

Any CDRs may become a part of the supporting documentation for any contractual action deemed necessary by the CO.

During contract performance, the COR will yearly analyze whether the negotiated frequency of surveillance is appropriate for the work being performed.

b. Frequency of Performance Assessment Meetings will be yearly.

The COR shall meet with the contractor as required to assess performance and shall provide a written assessment.

QASP ATTACHMENTS:

Contract Performance Report Contract Discrepancy Report

QASP Attachment 1 Contract Performance Report

5. Performance Rating (in accordance with QASP, paragraph 6):

QASP Attachment 2 Contract Discrepancy Report (CDR) TO: (Contractor Program Manager or Point of Contact) FROM: (Name of COR)

4. Corrective action plan:

5. A written corrective action plan [is/is not] required. [If a written corrective action plan is required include the following.] The written Corrective Action Plan will be provided to the undersigned not later than [# days] after receipt of this CDR.

Received by:

Distribution:

RFQ-

VISN 8 Pharmacy Benefits Management

Contracting Officer

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any 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) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

C.2 52.232-1 PAYMENTS (APR 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if:

(a) The amount due on the deliveries warrants it; or

(b) The Contractor requests it and the amount due on the deliveries is at least $1,000 or 50 percent of the total contract price.

(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.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 01/24/2021 through 01/23/2026.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $5.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of 1,045,000.00;

(2) Any order for a combination of items in excess of 1,045,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services…