36C25527Q0015_2.docx

36C25527Q0015

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C25527Q0015 Owen, Maria Riza 913-946-1965 11-23-2026 1pm

CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048 X X 524292 $45.5 Million N/A X Department of Veterans Affairs Robert J. Dole VA Medical Center 5500 E. Kellogg Dr.

Wichita

KS

67218 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin

TX

877-353-9791 512-460-5429 See CONTINUATION Page This is a solicitation to establish a Indefinite Delivery/ Indefinite Quantity (IDIQ), fixed unit pricing contract with three (3) year ordering periods for Pharmacy Benefit Services at the Robert J. Dole VA Medical Center.

This is intended as SDVOSB set-aside.

Period of performance 01/04/2027 - 01/03/2030.

All questions are due NLT November 9, 2026, at 1pm CST and shall be emailed to Maria Riza Owen @ maria.owen2@va.gov.

All responses are due NLT November 23, 2026, at 1pm CST and shall be emailed to Maria Riza Owen @ maria.owen2@va.gov.

See CONTINUATION Page X Maria Riza R. Owen 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 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway

Leavenworth KS 66048

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.

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

B.2 PERFORMANCE WORK STATEMENT

Performance Work Statement First Fill Prescription Voucher Program – Pharmacy Benefit Services

1. Introduction The Veterans Health Administration (VHA) has a requirement for contractor‑provided third‑party pharmacy benefit services to support a First Fill Prescription Voucher Program serving eligible Veterans. This program provides first or urgent fill prescriptions when VA pharmacies are unable or impractical to dispense medications, such as after‑hours emergency room visits, time‑sensitive medications from Community Based Outpatient Clinics (CBOCs), Home‑Based Primary Care (HBPC), or telehealth appointments.

The purpose of this Performance Work Statement (PWS) is to define the scope, objectives, tasks, deliverables, performance standards, and reporting requirements for the contractor’s provision of pharmacy benefit services under this program.

2. Scope of Work The contractor shall provide all personnel, pharmacy network locations, systems, tools, and non‑personal services necessary to perform first and urgent fill outpatient pharmacy services for eligible VA beneficiaries assigned to the Robert J. Dole VA Medical Center (RJDVAMC) located at 5500 E. Kellogg Dr, Wichita, KS, associated CBOCs, and HBPC programs, as well as additional facilities added during the term of this contract.

The scope of work includes, at a minimum:

· Dispensing new prescriptions written by authorized VA providers, with no refills.

· Maintaining a geographically accessible pharmacy network with extended and after‑hours operating times.

· Adhering to VA‑provided emergency medication formulary lists and applicable federal and state laws, regulations, and VA policies.

· Providing required reporting, data, and documentation to support billing, quality assurance, performance measurement, and compliance.

3. Technical Requirements A. Pharmacy Services and Operations The contractor shall:

· Dispense prescriptions only for eligible VA beneficiaries presenting a VA‑issued ID card, at designated network pharmacies.

· Dispense only new prescriptions written by authorized VA providers (RJDVA, CBOC, HBPC), with no refills permitted under this program.

· Maintain operating hours that include 24‑hour locations and extended evening/weekend access, at a minimum Monday through Sunday coverage, including federal holidays.

· Limit the maximum day supply to 10 days for most medications, and up to 14 days for antibiotics/antibacterial agents unless otherwise authorized under emergency conditions.

· Dispense generic medications to the extent permitted by law, using AB‑rated generics that meet all federal and state requirements, and selecting the least expensive product in stock that meets clinical requirements.

Prescriptions must be provided in written form by authorized providers, and dispensing pharmacies must be able to accept and process written prescriptions.

B. Formulary Management The contractor shall:

· Adhere strictly to the VA Emergency Medication Formulary List, dispensing only legend drugs on the approved list unless prior authorization is obtained from the VA Chief of Pharmacy or designee.

· Provide real‑time messaging and hard edits within the pharmacy systems to prevent dispensing of non‑formulary or prior‑authorization medications without VA approval.

· Maintain and implement a mechanism to receive formulary updates from VA and to update pharmacy systems accordingly in a timely manner.

C. Records, Confidentiality, and Compliance The contractor and contract pharmacies shall:

· Maintain electronic records of all VA prescriptions filled, including patient signatures for each prescription received.

· Protect the confidentiality of all VA beneficiary information and comply with the Privacy Act of 1974, HIPAA, and all applicable federal and state privacy and security requirements.

· Ensure no patient information is stored on mobile devices and that access to VA information systems is restricted to personnel with appropriate background investigations and training, in accordance with VA directives.

All protected health information and sensitive personal information shall be handled in accordance with VA directives, 45 CFR Part 164, and applicable VA handbooks and policies.

D. Quality of Service and Counseling The contractor shall:

· Provide high‑quality service for patients and providers, with an account management team that communicates directly with the VA Contracting Officer’s Representative (COR)/Facility POC to address and promptly resolve issues.

· Offer pharmacist counseling to ensure optimal outcomes from drug therapy, including medication name and use, dose and route, precautions, common side effects and actions, self‑monitoring techniques, missed‑dose instructions, and proper storage.

4. Delivery & Location Information Services shall be provided to VA beneficiaries associated with:

Robert J. Dole VA Medical Center and designated Community Based Outpatient Clinics (CBOCs) and HBPC programs within the primary service area and additional areas added during the contract term.

The contractor shall provide and maintain a list of participating pharmacies that are:

· Geographically accessible to RJDVA and each CBOC.

· Handicapped accessible.

· Equipped with accessible weekday, weekend, and evening hours, including drive‑through windows where available.

The list shall include, at a minimum: facility name and address, pharmacy name and address, phone/fax, pharmacists’ names and license numbers with expiration dates, accessibility status, distance from VA facilities, availability of drive‑up windows, hours and days of operation, and normal waiting times.

5. Security Requirements Contractor and subcontractor personnel requiring access to VA information and information systems must comply with VA, federal, and state security and privacy requirements, including VA Directive and Handbook 0710 (Personnel Suitability and Security Program), applicable cyber security and privacy training, and VA Rules of Behavior.

The contractor shall:

· Request logical or physical access to VA information systems only to the extent necessary to perform contract services.

· Notify the ordering Contracting Officer immediately when personnel with access to VA information or systems are reassigned or separated, including unfriendly terminations.

· Report all known or suspected security or privacy incidents, including data breaches involving sensitive personal information, to the ordering Contracting Officer, ISO, and Privacy Officer in accordance with VA policy and any applicable Business Associate Agreement.

Where required, the contractor shall be liable for liquidated damages in the event of data breaches involving sensitive personal information, as specified by 38 U.S.C. §5725 and VA contract provisions.

6. Period of Performance

· Base Year: 01/04/2027 – 01/03/2028

· Option Year 1: 01/04/2028 – 01/03/2029

· Option Year 2: 01/04/2029 – 01/03/2030 Exercise of option years shall be at the Government’s discretion, based on continued need, contractor performance, and availability of funds.

7. Work Hours Pharmacy services under this program must be available:

· Through a network that includes 24‑hour pharmacies providing coverage Monday through Sunday, including weekends and federal holidays.

· Through additional pharmacies open at least Monday through Saturday from 8:00 a.m. to 9:00 p.m. local time, or as specified by the VA for accessibility.

8. VA Points of Contact The contractor shall designate a program manager (Primary and Alternate) and provide contact information to the CO and Facility POC within five (5) days of contract award.

9. Installation and Cleanup Not applicable; services under this PWS relate to pharmacy benefit administration and dispensing rather than physical installation of equipment. Any on‑site activities at VA or pharmacy locations shall be conducted in a manner that does not disrupt normal operations and comply with VA safety and housekeeping requirements.

10. Training All contractor and subcontractor employees requiring access to VA information or information systems shall:

· Complete VA Cyber Security Awareness and Rules of Behavior training and annual refresher training.

· Complete appropriate VA privacy training and any role‑based information security training required, with documentation of completion provided to the ordering CO or representative within one week of contract initiation and annually thereafter.

Failure to maintain current training and signed Rules of Behavior may result in suspension or termination of physical or electronic access and removal from contract work.

11. Warranty and Maintenance Service Not applicable for physical products; however, the contractor shall maintain all pharmacy benefit management systems, data interfaces, and reporting tools used to support this program in good working order and ensure continuous, reliable operation. System maintenance must not compromise data integrity, privacy, or availability of service to VA beneficiaries.

12. Performance Metrics and Quality Control The contractor shall develop and maintain a quality control program to ensure services are performed in accordance with commonly accepted commercial practices, The Joint Commission standards, VA handbooks and directives, and all applicable laws and regulations.

Key performance areas include:

· Accuracy and timeliness of dispensing and documentation.

· Compliance with formulary and prior‑authorization requirements.

· Responsiveness to VA inquiries and corrective actions.

· Patient counseling and service quality.

The Facility POC may monitor performance through observation, inspection of services, record review, and assessment of complaints. When unacceptable performance occurs, the POC may issue a Contract Discrepancy Report (CDR), and the contractor shall provide and implement a corrective action plan within the timeframe specified in the CDR.

A. Quality Assurance Surveillance Plan (QASP) The Government will use the following performance objectives, standards, acceptable quality levels, and surveillance methods to evaluate contractor performance. These standards are derived from the service, compliance, reporting, counseling, and responsiveness requirements in the SOW.

Standards

13. Reporting and Documentation The contractor shall provide:

· Monthly, quarterly, and annual electronic reports to the Facility POC showing total prescriptions filled and total dollar amounts, by location.

· Monthly detailed statements including, at a minimum: patient name, patient SSN, provider name, drug name, strength, quantity, date dispensed, dispensing pharmacy, AWP, and dispensing fee.

Reports containing sensitive information shall be encrypted and/or password‑protected when transmitted via email.

Pharmacy Service at the RJDVAMC shall review monthly statements, and the contractor shall provide consult documentation within 10 calendar days upon request; failure to do so may require adjustment of statements by the amount in question.

14. Government Responsibilities The Government shall:

· Assign a Facility POC to monitor day‑to‑day contractor performance and verify compliance.

· Establish and maintain internal record‑keeping systems to ensure correct reimbursement for prescriptions and services.

· Conduct random audits of prescription fills and have access to contractor records during regular business hours with reasonable notice.

15. Budget, Payment, and Pricing Reimbursements shall be determined by Average Wholesale Price (AWP), discounted by the applicable percentage plus the applicable dispensing fee and shall not exceed prices charged to the general public or to the contractor’s lowest third‑party plan.

AWP shall be based on the current Red Book or equivalent reference, with updates provided to VA throughout the contract term.

16. Terms, Conditions, and Change Management This PWS is subject to all applicable VA contractual terms and conditions, including confidentiality, intellectual property, data rights, termination, and dispute resolution provisions.

Any changes to the scope, deliverables, or performance requirements must be requested in writing and approved by the Contracting Officer through a contract modification, following VA change‑management procedures.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Pharmacy Benefit Services Dispensing Fee per prescription: ___ Discount from AWP: ___ Administration Fee per prescription: ___ AWP - Average Wholesale Price Contract Period: Base POP Begin: 01-04-2026 POP End: 01-01-2027 PRINCIPAL NAICS CODE: 524292 - Pharmacy Benefit Management and Other Third Party Administration of Insurance and Pension Funds PRODUCT/SERVICE CODE: Q517 - Medical - Pharmacy Services

Pharmacy Benefit Services

Discount from AWP: ___ Administration Fee per prescription: ___ AWP - Average Wholesale Price Contract Period: Option 2 POP Begin: 01-04-2028 POP End: 01-03-2029 PRINCIPAL NAICS CODE: 524292 - Pharmacy Benefit Management and Other Third Party Administration of Insurance and Pension Funds

Pharmacy Benefit Services

Discount from AWP: ___ Administration Fee per prescription: ___ AWP - Average Wholesale Price Contract Period: Option 1 POP Begin: 01-04-2027 POP End: 01-03-2028 PRINCIPAL NAICS CODE: 524292 - Pharmacy Benefit Management and Other Third Party Administration of Insurance and Pension Funds

B.4 DELIVERY SCHEDULE

1.00

1.00

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

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

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

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

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

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

(i) Payment—

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

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

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

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

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

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

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

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

(D) Contractor point of contact; and

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

(5) Interest.

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

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 if—

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR part 32).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures for interest credits prescribed in FAR part 32 in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

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

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

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

(8) The specification.

(s) Unauthorized obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.2 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

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 through .

(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 $100.00, 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 ;

(2) Any order for a combination of items in excess of ; or

(3) A series of orders from the same ordering office within 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 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 52.216-22 INDEFINITE QUANTITY (NOV 2025) (DEVIATION)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the ordering period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order, which may include order options to be exercised after the ordering period of this contract but before the end of the period of performance of the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order, including options exercised, to the same extent as if the order were completed during the contract's ordering period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

(End of Clause) C.6 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (DEVIATION APR 2026) (a)Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of Clause)

C.7 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause— American Security Drone Act-covered foreign entity means an entity included on a list that the Federal Acquisition Security Council (FASC) develops and maintains and publishes in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or…