36C26221R0017.docx

36C26221R0017 VISN-22 Pharmacy Benefit Management see subsequent pages for details Submission due date:

February 22, 2021 at 10:00 PST 100 % SDVOSB Set-aside

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

36C26221R0017 02-08-2021

TIEN NGUYEN

02-22-2021

10:00 AM

PST

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 524292 $35 Million N/A X Department of Veterans Affairs 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page See CONTINUATION Page X X Tien Nguyen-Tu 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 36C262

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. The two (2) sites are:

· Tungsten Network at: https://www.tungsten-network.com/customer-campaigns/veterans-affairs/

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· Financial Service Center (FSC) at: https://www.fsc.va.gov/

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-Invoice email: vafsccshd@va.gov

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

B.2. SCHEDULE OF SERVICE AND PRICE

This is a firm-fixed price BPA. Prices in this schedule represent an all-inclusive rate including labor, incidental costs, overhead, and insurance premium payments for applicable insurance coverage. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

The pricing will apply to any extension pursuant to FAR 52.217-8

The period of performance for this BPA is five (5) years.

AWP Source:

ITEM

NO.

Compounding Fee (IV)

B.3 STATEMENT OF WORK

1.0. SCOPE: The Contractors shall provide pharmacy benefit management (PBM) and fill an initial supply of prescriptions for Veterans seen by a VA provider or a VA authorized healthcare provider, henceforth be reference as Providers. Contractor shall also provide medication counseling by a Pharmacist consistent with Omnibus Budget Reconciliation Act 1990 (OBRA-90) and adhere to the VA National Formulary. VA PBM services: https://www.pbm.va.gov/nationalformulary.asp. The Government anticipates that additional VISN 22 facilities may require PBM services described in this Statement of Work, as the VA responds to changing mission requirements over time. When requested by the Contracting Officer, the Contractor shall negotiate in good faith to add other VISN22 facilities to this BPA in accordance with the procedures in the Changes clause in FAR 52.212-4.

2.0. ACCELERATED ACCESS INITIATIVES AND COMMUNITY CARE NETWORK (CCN) MISSION ACT PROVIDERS (e.g., VA Video Connect (VVC), Virtual VA Healthcare Hubs and Clinical Call Centers, Non-VA Care/ Non-VA Providers): These initiatives will require the Contractor to facilitate the filling of an initial supply of medication(s). Veterans needing medication will be allowed to take the 1st fill prescriptions to any local community pharmacy for processing. The providers will fax or mail subsequent prescription forms to the respective Outpatient Pharmacy for processing and mail-out to the Veterans.

3.0. REQUIREMENTS – ADMINISTRATION:

3.1. Contractor shall have an established policy and procedures in vetting and selecting a pharmacy.

3.2. Contractor shall obtain, verify and maintain all necessary licenses, certification, permits and other legal prerequisites necessary to provide service under this BPA and shall be made available upon request by the Contracting Officer (CO).

3.3. Contractor shall have an established third-party prescription payer/ administrator to process claims (e.g. Optum, Caremark, Express Script, etc…) with a current and active bank identification number (BIN) and Processor Control Number (PCN).

3.4. Contractor shall have an extensive pharmacy network that will satisfy the requirement of this BPA.

3.5. Personnel assigned by the Contractor to perform the services covered by this BPA shall be licensed as a Registered Pharmacist in a State, Territory, or Commonwealth of the United States or the District of Columbia.

3.6. The Contractor agrees that all information concerning VA beneficiaries shall be kept confidential and shall not be disclosed to any person, except when authorized in writing and according to applicable laws.

3.7. The Contractor shall report all adverse drug events reported to a service provider by a Veteran under this BPA. The Contractor shall report to the associated facility’s Contracting Officer Representative (COR) and the CO. Adverse drug events include dispensing errors, drug allergies, and adverse drug reactions.

3.8. For Recalls, the Contractor shall follow a standard policy, as well as State and Federal regulations, for notification of affected Veterans.

3.9. The Contractor shall have a documentation system for product traceability and lot number recordings for product recalls. The Contracting Officer must be notified immediately by telephone and within five (5) days a written notice. The Contractor shall follow a standard policy, as well as State and Federal regulations, for notification of affected patients.

3.10. The Contractor shall communicate with the VA via secure e-mail messaging. Contractor agrees to fulfill all requirements needed to establish and maintain secure email messaging and to comply with all HIPAA requirements concerning Veteran health information.

3.11. The Contractor Shall provide monthly reports will detail the prescription fill activity by prescribing Healthcare System. Reports will be site specific and detail the number of prescriptions prescribed, total drug cost, brand or generic used, therapeutic breakdown of prescribing, top 25 drugs prescribed, and total dollar claims per site. Reports detailing classification of drugs spend analysis, and performance metrics will also be required monthly. These reports will be sent via encrypted electronic email to the respective Chief of Pharmacy (or designee) for review before monthly payment will occur.

3.12. Contractor shall have a network of pharmacies to ensure licensed pharmacist are within a 5-mile radius of main Medical Center campus, CBOCs, OPC, or Veterans’ location unless approved in advance by the Contracting Officer.

3.13. Contractors shall ensure all pharmacies provides service during the core hours, Monday through Friday, 8:00 am to 6:00 pm local time.

3.14. Contractor shall have an establish procedure to resolve any conflicts with the pharmacy during both normal and afterhours to ensure minimal delays to Veterans medication.

3.15. Telehealth Voucher: Upon the receipt of direction from authorized VA personnel, Contractor may create a separate voucher, referred to as a telehealth voucher, to cover instances where Veterans meet with a health care professional in a virtual environment i.e. by telephone, video conference, or any other method not requiring an in-person visit. Veterans shall not be required to present the telehealth voucher. The telehealth voucher may be faxed by the appropriate VA personnel to the appropriate pharmacy.

4.0. REQUIREMENT – PHARMACIST:

4.1. Contractor’s pharmacies shall be available during the following core hours, Monday through Friday, 8:00 am to 6:00 pm local time

4.2. Contractor’s pharmacies shall ensure Veterans receive the filled prescription within two hours of authorization by a Pharmacist

4.3. Contractor’s pharmacies shall ensure Veterans receive counseling from a Pharmacist for each prescription filled.

4.4. The Contractor shall provide a Registered Pharmacist who shall:

4.4.1. Collect, synthesize and interpret the prescription and disease data

4.4.2. Check for actual and potential drug related problems, including:

4.4.2.1. Therapeutic duplication

4.4.2.2. Drug-disease contradictions

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

4.4.2.4. Incorrect drug dosage

4.4.2.5. Drug-allergy interactions

4.4.3. Contractor’s pharmacies shall identify, clarify and resolve drug-related problems with prescriber and the Veteran.

4.4.4. Contractor’s pharmacies shall offer the Veteran counseling by a Pharmacist consistent with Omnibus Budget Reconciliation Act (OBRA) 1990 requirement to ensure appropriate use and optimal outcomes from drug therapy. The counseling shall include but not be limited to:

4.4.4.1. Name, description and use of medication;

4.4.4.2. Dose, dosage form and route;

4.4.4.3. Special directions and precautions;

4.4.4.4. Common side effects and action required if they occur;

4.4.4.5. Techniques for self-monitoring drug therapy;

4.4.4.6. Action to be taken if dosage is missed;

4.4.4.7. Proper storage;

4.4.4.8. What the Veteran can expect from the medication;

4.4.4.9. The balance of the prescribed medication that will be mailed from the

4.4.4.10. associated healthcare system’s pharmacy;

4.4.4.11. If applicable, conduct an inquiry with the prescribing facility about the Veteran’s balance of prescriptions.

4.5. Contractor’s pharmacies shall be available to answer any drug related questions that a Veteran may have after the prescription is filled.

4.6. Contractor’s pharmacies shall treat all Veterans with dignity, courtesy and respect.

4.7. The Contractor’s pharmacy network shall maintain documentation for all prescriptions filled. Veterans will sign for each prescription received.

4.8. The Contractor’s pharmacy network shall ensure all prescriptions must have proper auxiliary labels attached and counseling consistent with Medicaid Regulation.

5.0. DISPENSING LOCATIONS:

The pharmacy locations for filling and dispensing prescriptions must be within a five-mile radius of the respective CBOC, OPC, or Veterans’ location. The Contractor must have a minimum of one licensed pharmacy in each of the areas identified for coverage. The location of each pharmacy filling and dispensing prescriptions under this BPA shall be provided to the Contracting Officer.

6.0. DISPENSING INFORMATION:

6.1. Prior Authorization Procedures: The Contractor shall support a prior authorization procedure which must be:

6.1.1. Real time

6.1.2. Electronic

6.1.3. Secure

6.1.4. Allow for multiple contacts

6.2. Contractor’s pharmacies shall fill and dispense medication from original prescriptions written by the Provider.

6.3. Contractor’s pharmacies shall accept only prescriptions from VA providers, prescription must be written on VA form 10-2577F. Any approved non-VA providers shall use a prescription blank meeting Federal and State legal requirements. Providers may send the prescriptions electronically, via fax, or in any other legally required or acceptable manner.

6.4. Unless otherwise pre-authorized, oral medication dispensed shall not exceed a fourteen (14) day supply. For prescriptions that exceed beyond 14 days, the prescribing provider shall be contacted and made aware of the restrictions.

6.5. Specialty compounded medications may not exceed the amount ordered by the Provides or Federal or State law allowances.

6.6. There shall be no refills of oral prescriptions. The Contractor shall fill ONLY NEW PRESCRIPTIONS.

6.7. Prescriptions will be filled and dispensed only for drugs that are on the VA national formulary, a list can be found at the VA Pharmacy Benefits Management Services website: https://www.pbm.va.gov/nationalformulary.asp. The facility’s Contracting Officer Representative (COR) may limit prescriptions filled and dispensed to medications of urgent need as determined by VA clinical staff and will follow safe and effective formulary management principles practiced within the VA. This may include adjudication of medications on a case-by-case basis as defined by local medical center procedure. If this is the case, the VA will maintain an emergent drug list of medication the Contractor may fill without prior authorization. The ordering facility COR or designee will email this “emergent drug list” to the Contractor at the time of the task order is issued and provide updates to the list as necessary. There shall be a mechanism in place, provided by the Contractor, to provide real-time messaging and hard edits to the pharmacies in order to limit dispensed medications to the specified “emergent drug list” and to prevent medications that require prior authorization from being dispensed.

6.8. Formulary list may be reduced by each site; however, it may not expand beyond the national formulary list.

6.9. Prescriptions filled under this BPA shall be generic drugs, to the extent permitted by law, the least expensive drug product the pharmacy has in stock will be dispensed. All generic products used must follow Federal and State requirements. A product is not considered a generic equivalent unless the strength, quantity and dosage are the same as the brand name. All generic drugs must be Federal Drug Administration (FDA) AB rated generics. The generic name must be displayed on all labels for all medication.

6.10. The only exception to this will be for the drugs on the VA DRUG STANDARDIZATION LIST, https://www.pbm.va.gov/nationalformulary.asp which will be filled by the name brand only.

6.11. NO PRESCRIPTION SHALL BE MAILED.

6.12. The price the Contractor invoices the VA shall not exceed the price the Contractor charges the general public or the Contractor’s lowest third-party reimbursement plan. THERE WILL BE NOT CO-PAY TO THE VETERAN.

7.0. EMERGENCY DISASTER ACTIVATION:

7.1. Contractor shall support any emergency disaster activations such as:

7.1.1. Under special conditions, i.e. hurricanes, fires, other natural or manmade disasters, the CO may authorize refills thru written approval.

7.1.2. Under the emergency disaster activation, the CO may authorize a refill on an active prescription. A Veteran, 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.

8.0. OTHER INFORMATION:

8.1. Clinical or other medical records of VA beneficiaries treated by the Contractor shall remain the property of the VA.

8.2. The parties agree that such personnel shall not be considered a VA employee for any purpose and shall be considered employees of the Contractor.

8.3. The parties agree that such personnel shall not be considered a VA employee for any purpose and shall be considered employees of the Contractor.

8.4. In order to facilitate increased pharmacy participation for Veterans enrolled in VA Accelerated Access or CCN programs, the Contractor may create an “Open Pharmacy, Open Provider Purchase Care” voucher upon direction of the COR or CO. This voucher will not require the pharmacy or provider to be specifically enrolled with the Contractor to provide emergency first fill prescription services. The purpose of the open-ended voucher is to make it easier for Veterans to receive emergency first fills especially in more remote areas where pharmacy participation/registration with the Contractor may be difficult to recruit. Prescription purchases made with the open-ended voucher will be included on the monthly Contractor as specified by the servicing VA COR.

8.5. Other medications that may be dispensed through the 1st fill program are Vaccinations administered at community pharmacies and Specialty Compounded medications dispensed through licensed compounding pharmacies. Specialty Compounded medications are defined as those that need to be manufactured for specific patients or dispensed directly to Veterans by a licensed compounding pharmacy. They may include sterile and non-sterile compounded preparations.

8.6. Vaccinations shall cover both seasonal and non-seasonal vaccines including those administered for travel abroad. Vaccinations shall include all administrative fees and ingredient costs, with no dispense fees charged to the VA. Below are the potential vaccinations that may be required:

8.6.1. Flu (Influenza) – Seasonal

8.6.2. Td (Tetanus, Diphtheria)

8.6.3. Tdap (Whooping Cough)

8.6.4. Meningitis (Meningococcal)

8.6.5. Pneumonia (Pneumococcal)

8.6.6. Chickenpox (Varicella)

8.6.7. HPV (Human Papillomavirus)

8.6.8. Hepatitis A (Hep A)

8.6.9. Hepatitis A/Hepatitis B combination

8.6.10. Hepatitis B (Hep B)

8.6.11. MMR (Measles, Mumps and Rubella)

8.6.12. Polio

8.6.13. Shingles (Herpes Zoster)

8.6.14. Yellow Fever

8.6.15. Japanese Encephalitis

8.6.16. Typhoid Rabies

9.0. PAYMENT:

9.1. The VA agrees to reimburse the Contractor on a unit basis for resources furnished at the prices listed in the Schedule of Supplies\Services portion of this BPA.

9.2. Payment of sums due will be paid monthly upon submission, by the Contractor, of a properly prepared invoice receipt and the appropriate VA office. The VA will review the records for agreement with the VA records and verify that the coverage provided for the month is in accordance with the BPA. Payment will be authorized by the VA upon verification by the VA of the services bill.

9.3. Billings rendered by the Contractor to the VA for services furnished a VA beneficiary under the terms of this BPA shall be billings in full. Neither the beneficiary, nor his/her insurer nor any other third party shall be billed.

9.4. In the event the coverage is not provided in accordance with this BPA, the payment to the Contractor shall be reduced in direct ratio to the reduction in coverage. Any additional costs incurred by the VA as a result of obtaining coverage from a source other than the Contractor, due to the Contractor’s failure to provide adequate coverage, will be assessed against the Contractor.

10.0. CONTRACT SECURITY

10.1. Contractor shall not store Veterans information on a mobile device. Contractor is prohibited from transferring Personnel Health Information (PHI) by fax or non-secure email to and from a VA Medical Center.

10.2. See section ATTACHMENT D: IT CONTRACT SECURITY for other security requirements.

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 shall 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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 3 days.

(End of Clause) C.3 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.4 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records, or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4) C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 2020)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 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).

(3) 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).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[X] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (JUN 2020) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

[X] (22)(i) 52.219-28, Post Award Small Business Program Representation (NOV 2020) (15 U.S.C 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219-28.

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).

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