36C26121Q0508.docx

36C26121Q0508

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

36C26121Q0508 05-14-2021 Latasha Winston 916-923-4973 05-31-2021

11:59 PM

PDT

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) Network Contracting Officer (NCO) 21 5342 Dudley Blvd, Bldg 209 McClellan

CA

95652-2609 X X 446110 $30 Million N/A X ** See Performace Work Statement **

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) Network Contracting Officer (NCO) 21 3230 Peacekeeper Way, Bldg. 209 McClellan

CA

95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page The Contractor shall provide pharmacy benefit management services to veteran beneficiaries with urgent or emergent medications when authorized by Department of Veteran Affairs (VA) San Francisco VA Health Care System (SFVAHCS) All performance shall be in accordance with the Performance Work Statement contained herein.

See Schedule of Supplies/Services in Section B.2 Period of Performance: 07/01/2021 - 06/30/2026 Ordering Period One: 07/01/2021 - 06/30/2022 Ordering Period Two: 07/01/2022 - 06/30/2023 Ordering Period Three: 07/01/2023 - 06/30/2024 Ordering Period Four: 07/01/2024 - 06/30/2025 Ordering Period Five: 07/01/2025 - 06/30/2026 Point of Contact Latasha Winston (latasha.winston@va.gov) See CONTINUATION Page X Latasha Winston Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

1. CONTRACTOR: TBD

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

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

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [ ]

b. Semi-Annually [ ]

c. Other [X] Monthly - in Arrears

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

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

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

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

Contractor shall provide pharmacy benefit management services to veteran beneficiaries with urgent or emergent medications when authorized by Department of Veterans Affairs (VA) San Francisco VA Health Care System (SFVAHCS) in accordance with the specifications listed herein.

The guaranteed minimum award amount for this contract is $1,000. The maximum aggregate value of orders that can be placed under this contract is $4,500,000. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum award amount.

Period of Performance: July 01 ,2021 through June 30, 2026 Ordering Period One: July 01, 2021 June 30, 2022

Ordering Period Two: July 01, 2022 through June 30, 2023

Ordering Period Three: July 01, 2023 through June 30, 2024

Ordering Period Four: July 01, 2024 through June 30, 2025

Ordering Period Five: July 01, 2025 through June 30, 2026

Page 1 of Page 1 of

B.3 PERFORMANCE WORK STATEMENT

DESCRIPTION OF SERVICES

1. General Procedure:

1.1. Contractor shall provide pharmacy benefit management services to veteran beneficiaries with urgent or emergent medications when authorized by Department of Veterans Affairs (VA) San Francisco VA Health Care System (SFVAHCS). Services will be required for SFVAHCS in several Northern California regions that will include the following counties: Humboldt, Lake, Mendocino, San Francisco, San Mateo, and Sonoma. Services will be required for SFVAHCS San Francisco and Downtown Clinics along with the Community Based Outpatient Clinics (CBOCs) located in San Bruno CA, Clearlake CA, Eureka CA, San Rosa CA, and Ukiah CA. Services will also be required for St. Joseph’s Hospital and lastly the San Francisco VA Health Care System Emergency Room. To provide pharmacy benefit management services to Veteran Beneficiaries as required by the Department of Veterans Affairs San Francisco VA Health Care System (SFVAHCS), with Urgent or Emergent Medications when the VA Pharmacy is closed or cannot provide the medication in time.

2. SPECIFICATIONS: First time or emergency medication shall include, but not limited to the following:

2.1. All prescriptions filled shall be written on VA prescription blanks (VA Form 10-2577F) only and in accordance with VA policy and procedures as well as applicable state and federal regulations. Other prescription blanks can be authorized in writing by the VA Contracting Officer or VA Contracting Officer’s Representative (COR).

2.2. Prescriptions filled and dispensed will be limited to medications of emergent/urgent need as determined by VA clinical staff and will follow safe and effective formulary management principles practiced within the VA. VA Formulary is available at https://www.pbm.va.gov/nationalformulary.asp. Emergent and urgent are defined as medication(s) is needed in 24 hours and has the potential to result in serious harm to the patient if not administered.

2.2.1. Non-formulary and “non-emergent” medications (i.e. Viagra, other medications or any expendable stock /supply items [non-drug products], cosmetics, over-the counter medications, nutritional supplements, vitamins or herbal supplements) as identified by not being on the provided VA Formulary are not to be dispensed by the pharmacy without prior authorization.

2.2.2. In order for a non-formulary medication to be dispensed, CBOC provider will call VA COR (or designee) for prior approval. VA COR (or designee) will then call Contractor Designee to have a prior authorization input into the system, allowing the medication to be dispensed for the veteran.

2.2.3. The VA formulary will be updated as necessary and provided to the Contractor Designee. VA will provide drug name, strength and form(s) for each drug to be added along with the representative NDC number.

2.2.4. Per 49 CFR, certain medications are classified as hazardous and thus are regulated in transportation including by air. Therefore, these medications must be provided under the VA approved contract pharmacy in situations where there are no substitutable medication(s) available. Certificates specific to these hazardous medications will be issued to the patient after being seen by the VA authorized community provider that will allow a 30-day supply to be filled at contracted community pharmacies. Refills will be allowed for these specific hazardous medications. Both VA authorized community providers and these hazardous medications will remain non-formulary thus requiring approval from the VA COR (or designee).

2.2.5. Medications shall be dispensed with a maximum 10-day supply (unless repackaging is not an option example: of insulin, oral inhalers, etc.), unless authorization has been given.

2.2.6. Antibiotic prescriptions that need to be dispensed in 14-day supply may be authorized by the physician.

2.2.7. Medications shall be dispensed in the generic form unless otherwise stipulated by the San Francisco VA Health Care System Pharmacy Services. A product is not considered a generic equivalent unless specified in the FDA Orange Book; Approved Drug Products with Therapeutic Equivalence Evaluations. The generic name must be indicated on the drug label for all medications.

2.2.8. Medications shall be dispensed in appropriate vessels, consistent with federal and state guidelines.

2.2.9. No refills of prescriptions will be authorized, unless authorization has been given. The contractor shall fill ONLY NEW PRESCRIPTIONS normally; unless a prior authorization has been given to the specific medication prescription that cannot be mailed by the SFVAHCS Pharmacy (i.e., hazardous drugs). 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.

3. NO PRESCRIPTIONS WILL BE MAILED

3.1. VA 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

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

3.2.1. Name, description and use of medication

3.2.2. Dose, dosage, form, and route

3.2.3. Special directions and precautions

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

3.2.5. Techniques for self-monitoring drug therapy

3.2.6. Action to be taken if a dose is missed

3.2.7. Proper storage

3.2.8. What the patient can expect from the medication

3.2.9. The balance of the patient’s prescribed medication shall be mailed from the VA Pharmacy

4. Contractor as well as Pharmacy Services covered by this contract shall be provided to veterans, Monday through Friday, from at least 8:00 a.m. to 6:00 p.m., Pacific Standard Time (PST).

4.1. The contractor shall provide Pharmacies/Pharmacists who shall be (but not limited to):

4.1.1. Located and Registered in the State of California in the aforementioned Northern California counties as they are available.

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

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

4.1.3.1. therapeutic duplication

4.1.3.2. drug-disease contraindications

4.1.3.3. drug-drug interactions (including interactions with over the counter drugs)

4.1.3.4. incorrect drug dosage

4.1.3.5. drug-allergy interactions

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

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

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

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

4.2. The contractor cannot store patient information on a mobile device and shall not transfer Personal Health Information (PHI) by fax or email to and/or from a VA Medical Facility unless approved by VA CO and meets VA Handbook 6500.6.

5. TELEPHONE ORDERS (CRITICAL PATIENT SAFETY REQUIREMENT):

5.1. 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. Any and all changes or clarifications to a prescription order which require communication with the patient’s provider shall be confirmed by REPEATING THE ORDER, the change or clarification to assure accuracy.

6. MONTHLY VOLUME AND PRICING

6.1. Total Estimated Monthly Volume: 20,800 prescriptions.

6.2. Total Estimated Yearly Volume: 249,600 prescriptions

6.3. Estimate a few prescriptions will be filled at CRRC Downtown – San Francisco and VA San Francisco Emergency Room. Estimate majority will be filled in CBOCs Clearlake, Eureka, Santa Rosa, Ukiah, San Bruno, and St. Joseph’s Hospital

6.4. Prices will be as follows for each prescription: Prescription Ingredient costs + Prescription Dispensing Fee

7. SFVAHCS CBOC LOCATIONS AND HOLIDAYS:

7.1. Clearlake, CA CBOC: 15145 Lakeshore Drive Clearlake, CA 95422-8106

7.2. Eureka, CA CBOC: 930 West Harris Street Eureka, CA 95503-3927

7.3. San Bruno, CA CBOC: 1001 Sneath Lane (Suite 300) San Bruno, CA 94066-2349

7.4. San Francisco (Downtown), CA Clinics: 401 3rd Street (CRRC) San Francisco, CA 94107-1214

7.5. Santa Rosa, CA CBOC: 3841 Brickway Boulevard Santa Rosa, CA 95403-8226

7.6. Ukiah, CA CBOC: 630 Kings Court Ukiah, CA 95482-5003

7.7. VA SFC Hospital Emergency Room: 4150 Clement Street San Francisco 94121

7.8. St. Joseph’s Hospital: 1165 Montgomery Drive Santa Rosa, CA 95405

7.9. Federal law (5 U.S.C. 6103) establishes the following public holidays for Federal employees. Please note that most Federal employees work on a Monday through Friday schedule. For these employees, when a holiday falls on a non-workday -- Saturday or Sunday -- the holiday usually is observed on Monday (if the holiday falls on Sunday) or Friday (if the holiday falls on Saturday).

7.10. SFVAHCS is closed on Federal holidays. Current public holidays for Federal employees are: New Year’s Day, Birthday of Martin Luther King, Jr., Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any day specifically declared by the President of the United States of America.

7.11. Calendar dates for Federal holidays are available at

https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/#url=2020

8. VA SFVAHCS CLINIC HOURS, CONTRACTOR PHARMACY HOURS AND LOCATIONS (RADIUS REQUIREMENT):

8.1. SFVAHCS clinic hours are Monday through Saturday, 8:00 AM – 4:30 PM Pacific Standard Time.

8.2. Contractor pharmacies should be open during weekday hours and include some evening and weekend hours. The contractor shall provide at least one pharmacy location within a five (5) mile radius of each SFVAHCS clinic listed above. The contractor shall provide the name, street address, city, zip code, telephone and fax number of each pharmacy. SFVAHCS shall approve the use of at least one pharmacy per VA clinic.

9. REPORTING REQUIREMENTS

9.1. Contractor shall provide a monthly summary (for each contracted Pharmacy or CBOC) to the VA Pharmacy Service detailing the following information for services provided:

9.1.1. Patient Name/ID

9.1.2. Medication Name and Strength

9.1.3. Quantity Dispensed

9.1.4. Brand or Generic

9.1.5. NDC (National Data Code)

9.1.6. Prescription Number

9.1.7. Prescription Drug Costs

9.1.8. Administrative Costs

9.1.9. Prescriber Name

9.1.10. Day Supply

9.2. A copy of the monthly invoice are to be sent to: VA San Francisco Pharmacy

9.3. By the 10th day in the following month. Invoices must include date dispensed, patient's name, patient’s last four of SSN, provider name, drug, Rx number, strength, quantity, and total charge.

9.4. The contractor shall provide for quality control/performance improvement purposes the following information:

9.4.1. All medication errors and medication related incidents will be recorded and investigated and reported to the VA COR on a quarterly basis. Medication errors or events that result in required hospitalization, clinical intervention or significant negative events will be reported to the VA COR immediately.

9.4.2. Customer complaints/suggestions/compliments shall be recorded and reported to the VA COR on a quarterly basis (or more frequently if a significant problem occurs).

10. STATUTORY REQUIREMENTS

10.1. Services required under this contract shall be performed in accordance with the following:

10.1.1. California Board of Pharmacy, State & Federal laws

10.1.2. Code of Federal regulations, Title 21

10.1.3. United States Code, Title 21

11. CONFIDENTIALITY AND SECURITY

11.1. 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 USC 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 HIPAA (Health Insurance Portability and Accountability Act) compliant. Failure to comply with statutes regarding confidentiality and security of patient health information/Individually identifiable information may result in financial sanctions.

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) 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 52.209-13 VIOLATION OF ARMS CONTROL TREATIES OR AGREEMENTS—CERTIFICATION (FEB 2021)

(a) This provision does not apply to acquisitions at or below the simplified acquisition threshold or to acquisitions of commercial items as defined at FAR 2.101.

(b) Certification. [Offeror shall check either (1) or (2).] _____ (1) The Offeror certifies that—

(i) It does not engage and has not engaged in any activity that contributed to or was a significant factor in the President’s or Secretary of State’s determination that a foreign country is in violation of its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. The determinations are described in the most recent unclassified annual report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act (22 U.S.C. 2593a). The report is available at https://www.state.gov/bureaus-offices/under-secretary-for-arms-control-and-international-security-affairs/bureau-of-arms-control-verification-and-compliance/; and

(ii) No entity owned or controlled by the Offeror has engaged in any activity that contributed to or was a significant factor in the President’s or Secretary of State’s determination that a foreign country is in violation of its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. The determinations are described in the most recent unclassified annual report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act (22 U.S.C. 2593a). The report is available at https://www.state.gov/bureaus-offices/under-secretary-for-arms-control-and-international-security-affairs/bureau-of-arms-control-verification-and-compliance/; or

(2) The Offeror is providing separate information with its offer in accordance with paragraph (d)(2) of this provision.

(c) Procedures for reviewing the annual unclassified report (see paragraph (b)(1) of this provision). For clarity, references to the report in this section refer to the entirety of the annual unclassified report, including any separate reports that are incorporated by reference into the annual unclassified report.

(1) Check the table of contents of the annual unclassified report and the country section headings of the reports incorporated by reference to identify the foreign countries listed there. Determine whether the Offeror or any person owned or controlled by the Offeror may have engaged in any activity related to one or more of such foreign countries.

(2) If there may have been such activity, review all findings in the report associated with those foreign countries to determine whether or not each such foreign country was determined to be in violation of its obligations undertaken in an arms control, nonproliferation, or disarmament agreement to which the United States is a party, or to be not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. For clarity, in the annual report an explicit certification of noncompliance is equivalent to a determination of violation. However, the following statements in the annual report are not equivalent to a determination of violation:

(i) An inability to certify compliance.

(ii) An inability to conclude compliance.

(iii) A statement about compliance concerns.

(3) If so, determine whether the Offeror or any person owned or controlled by the Offeror has engaged in any activity that contributed to or is a significant factor in the determination in the report that one or more of these foreign countries is in violation of its obligations undertaken in an arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state. Review the narrative for any such findings reflecting a determination of violation or non-adherence related to those foreign countries in the report, including the finding itself, and to the extent necessary, the conduct giving rise to the compliance or adherence concerns, the analysis of compliance or adherence concerns, and efforts to resolve compliance or adherence concerns.

(4) The Offeror may submit any questions with regard to this report by email to NDAA1290Cert@state.gov. To the extent feasible, the Department of State will respond to such email inquiries within 3 business days.

(d) Do not submit an offer unless—

(1) A certification is provided in paragraph (b)(1) of this provision and submitted with the offer; or

(2) In accordance with paragraph (b)(2) of this provision, the Offeror provides with its offer information that the President of the United States has—

(i) Waived application under U.S.C. 2593e(d) or (e); or

(ii) Determined under 22 U.S.C. 2593e(g)(2) that the entity has ceased all activities for which measures were imposed under 22 U.S.C.2593e(b).

(e) Remedies. The certification in paragraph (b)(1) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly submitted a false certification, in addition to other remedies available to the Government, such as suspension or debarment, the Contracting Officer may terminate any contract resulting from the false certification.

(End of Provision)

C.3 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

(a) The Contractor shall not publish or disclose in any manner, without the Contracting Officer's written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided by the Government.

(b) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor's facilities, installations, technical capabilities, operations, documentation, records, and databases.

(c) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

(End of Clause)

C.4 52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)

(a) Definitions. As used in this clause— Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in accordance with its terms and conditions, for supplies and services for which the Government has paid the prime contractor.

Untimely payment means a payment that is more than 90 days past due under the terms and conditions of a subcontract, for supplies and services for which the Government has paid the prime contractor.

(b) Notice. The Contractor shall notify the Contracting Officer, in writing, not later than 14 days after--

(1) A small business subcontractor was entitled to payment under the terms and conditions of the subcontract; and

(2) The Contractor—

(i) Made a reduced or untimely payment to the small business subcontractor; or

(ii) Failed to make a payment, which is now untimely.

(c) Content of notice. The Contractor shall include the reason(s) for making the reduced or untimely payment in any notice required under paragraph (b) of this clause.

(End of Clause)

C.5 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (NOV 2020)

(a) Definitions. As used in this clause— Commercial item and commercially available off-the-shelf item have the meanings contained in Federal Acquisition Regulation (FAR) 2.101.

Subcontract includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203–13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509), if the subcontract exceeds the threshold specified in FAR 3.1004(a) on the date of subcontract award, and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).

(iv) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (June, 2016), other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of FAR clause 52.204-21.

(v) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(vi) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(vii) 52.219–8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219–8 in lower tier subcontracts that offer subcontracting opportunities.

(viii) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(ix) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

(x) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212(a)).

(xi) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(xii) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(xiii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40.

(xiv)(A) 52.222-50, Combating Trafficking in Persons (OCT 2020) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xv) 52.222-55, Minimum Wages under Executive Order 13658 (NOV 2020), if flowdown is required in accordance with paragraph (k) of FAR clause 52.222-55.

(xvi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706), if flow down is required in accordance with paragraph (m) of FAR clause 52.222-62.

(xvii)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C.