36C26318Q0346-002.pdf

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 72

Provided on BPA Calls

Issued Against BPA

36C26318Q0346 02-14-2018

Douglas H. Reed 605-336-3230 x 7844 03-02-2018

10:00 AM

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

X 100

X

524292

$32.5 Million

N/A

Iowa City VA Health Care System

601 Highway 6 West

Iowa City IA 52246-2209

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

Financial Services Center

Via The Tungsten Network

Refer to VAAR Clause 852.232-72

See CONTINUATION Page

Description of Service:

Pharmacy Benefit Management First Fill Services - Iowa City

VA Health Care System

This solicitation and resulting Blanket Purchase Agreement

(BPA) are in accordance with Federal Acquisition Regulation

(FAR) Part 13.

FAR Subpart 22.10, Service Contract Labor Standards, is applicable to the resulting BPA and subsequent task orders.

Please refer to FAR Provisions 52.212-1 and 52.212-2 for quote submittal requirements and evaluation factors.

$0.00

See CONTINUATION Page

Provided on BPA calls issued against BPA.

X X

X 1

Douglas H. Reed

Contracting Officer

36C26318Q0346

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE SCHEDULE

ITEM INFORMATION

B.3 STATEMENT OF WORK (SOW)

SECTION C - CONTRACT CLAUSES

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

2017)

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

C.3 52.216-18 ORDERING (OCT 1995)

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

C.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) . 22

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

C.8 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS HOTLINE

POSTER (DEC 1992)

C.9 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

C.10 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN

2011)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2012)

C.12 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

C.13 National Archives and Records Administration (NARA) Records Management Language for Contracts

C.14 IT CONTRACT SECURITY

C.15 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 2017) ALTERNATE

II (NOV 2017)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JAN 2017)

E.2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

E.3 52.216-1 TYPE OF CONTRACT (APR 1984)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(JAN 2008)

E.6 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008) .. 54

E.7 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014) [TAILORED]

E.8 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (NOV 2017)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C263 Douglas H. Reed

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

2501 W. 22nd St.

Sioux Falls SD 57105

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly in arrears for previous 30 day performance period.

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

Department of Veterans Affairs

Financial Services Center

Via The Tungsten Network

Refer to VAAR Clause 852.232-72

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

AMENDMENT NO DATE

B.2 PRICE SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Pharmacy Benefit First

Fill Services - Iowa City

VA Health Care System

Base Year: 4-1-2018 to 3-

31-2019

Firm Fixed Price

Dispensing Fee Plus

Discounted AWP

Percentage

__________ - AWP%

Brand Name

Generic

13,250.00 EA __________________ __________________

1001 Pharmacy Benefit First

Fill Services - Iowa City

VA Health Care System

Option Year 1: 4-1-2019 to 3-31-2020

Firm Fixed Price

Dispensing Fee Plus

Discounted AWP

Percentage

2001 Pharmacy Benefit First

Fill Services - Iowa City

VA Health Care System

Option Year 2: 4-1-2020 to 3-31-2021

Firm Fixed Price

Dispensing Fee Plus

Discounted AWP

Percentage

3001 Pharmacy Benefit First

Fill Services - Iowa City

VA Health Care System

Option Year 3: 4-1-2021 to 3-31-2022

Firm Fixed Price

Dispensing Fee Plus

Discounted AWP

Percentage

4001 Pharmacy Benefit First

Fill Services - Iowa City

VA Health Care System

Option Year 4: 4-1-2022 to 3-31-2023

Firm Fixed Price

Dispensing Fee Plus

Discounted AWP

Percentage

GRAND TOTAL __________________

B.3 STATEMENT OF WORK (SOW)

Description of Service

Iowa City VA Health Care System (ICVAHCS) is seeking a Contractor to provide pharmacy benefit management first fill services. Contractor shall fill first time prescriptions for ICVAHCS patients seen at the associated Community Based Outreach Clinics (CBOCs) and provide medication counseling per

Omnibus Budget Reconciliation Act of 1990 requirements (OBRA-90). Prices shall be offered with respect to Average Wholesale Price (AWP).

This solicitation will result in a single award Blanket Purchase Agreement (BPA). Solicitation and resulting award shall be in accordance with Federal Acquisition Regulation (FAR) Part 13.

The resulting BPA is not a contract. BPA calls may be issued from the BPA. There is no minimum guaranteed award amount, nor is there a maximum amount to the resulting BPA.

Locations Covered

Iowa City VA Health Care System

601 Highway 6 West

Iowa City, IA 52246-2209

CBOCs covered under this Federal Supply Schedule (FSS) Blanket Purchase Agreement (BPA) are:

2979 Victoria Street, Bettendorf, IA 52722-2784

2230 Wiley Blvd, SW, Cedar Rapids, IA 52404-2364

200 Mercy Drive, Suite 106, Dubuque, IA 52001-7343

310 Home Blvd, Galesburg, IL 61401

1009 East Pennsylvania Avenue, Ottumwa, IA 52501

721 Broadway, Quincy, IL 62301-2708

945 Tower Park Dr, Waterloo, IA 50701

915 Short St., Decorah, IA 52101

406 Avenue C, Sterling, IL 61081

520 10th Ave, Coralville, IA 52241

Period of Performance

This will be a five (5) year BPA with period of performance of 4-1-2018 to 3-31-2023.

Estimated Quantities

The following estimates are estimated amount based on VA historical needs. The estimates are not a guarantee to the Contractor. Actual estimates on BPA calls issued against BPA could be equal, lesser, or greater than estimated amounts listed:

Facility Location Estimated Number of Generic

Prescriptions Filled (Annual)

Estimated Number of Brand

Name Prescriptions Filled

(Annual)

Bettendorf CBOC 1,975 1,050

Cedar Rapids CBOC 1,000 550

Decorah CBOC 225 125

Dubuque CBOC 550 300

Galesburg CBOC 1,425 775

Iowa City VA Health Care

System

175 100

Ottumwa CBOC 775 425

Quincy CBOC 625 325

Sterling CBOC 1,150 625

Waterloo CBOC 700 375

ESTIMATED QUANTITIES

TOTAL:

8,600 4,650

ESTIMATED QUANTITIES

GRAND TOTAL:

13,250

Scope of Work

Contractor shall provide a list of potential pharmacies that fit the demographic requirements (within 3 miles of the CBOCs listed above). From this list, the ICVAHCS will choose which pharmacy they would like to use for the services based on location, parking, and other veteran convenience factors as determined by the ICVAHCS

After a selection has been made, the Contractor shall create custom networks such that only the chosen pharmacy for each CBOC can be used for prescriptions from the providers from that CBOC. The CBOCs operating hours are normally 8:00 a.m. to 4:30 p.m. Central Standard Time (CST)., Monday-Friday, excluding federal holidays.

Federal holidays are:

• New Years Day

• Martin Luther King Jr Birthday

• President’s Day

• Memorial Day

• Independence Day

• Labor Day

• Columbus Day

• Veterans Day

• Thanksgiving Day

• Christmas Day

In addition, the services outlined above will be provided for patients of the ICVAHCS. These services shall be provided for patients seen in the ICVAHCS Emergency Department. Unless prior approval is requested by ICVAHCS Pharmacy Management members, these services shall be available ONLY from

7:30am to 08:30pm Central Standard Time (CST) the following morning - with the exception that on

Saturdays and Sundays, these services will be available 24 hours a day.

As outlined above, the Contractor shall provide a list of potential pharmacies within 3 miles of the

ICVAHCS. From this list, the Iowa City VAMC will choose which pharmacy they would like to use for the services based on location, parking and other veteran convenience factors as determined by the

ICVAHCS. After a selection has been made, the Contractor shall create a custom network such that only the chosen pharmacy for the ICVAMC can be used for prescriptions from the providers from the

ICVAHCS.

General Requirements

Prescription Fill Process

Contract pharmacy will fill and dispense original prescriptions that are written by VA providers assigned to the ICVAHCS and CBOCs.

Prescriptions to be filled will be presented to the contract pharmacy on a consult form for non-controlled substances. This form will have the certificate information listed at the top and the prescription information to follow. This consult will have a "wet" signature from the VA provider. For controlled substances (CII – CIV) the consult will also be accompanied by a hand written prescription on VA Form

10-2577F. Pharmacists will be able to provide a verbal prescription in urgent situations (non-controlled substances).

Should the state in which the dispensing pharmacy operate require other than the VA Form 10-2577F, Security Prescription Form, it will be the Contractor’s responsibility to provide the ICVAHCS, Chief of

Pharmacy, with the proper security form. The successful Contractor may obtain a sample of each VA

Form from the COR.

ICVAHCS has developed a list of prescription drug products that are pre-approved to be sent to contract pharmacy for veterans. This list is known as the “Emergent Drug List" (EDL) and also designates the days supply amount allowable for the given drug. The ICVAHCS will be responsible for updating, maintaining, and providing copies of the EDL to the Contractor. The EDL will be updated no more often than every six (6) months in an attempt to minimize database maintenance efforts by the Contractor.

Prescriptions filled and dispensed through emergent fill contracts will be limited 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. ICVAHCS will maintain an emergent drug list of medication the contractor may fill without prior authorization. The Chief of Pharmacy or designee will email this “emergent drug list” to the Contractor at the time of contract award 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.

Medications not on the “emergent drug list” will not be filled and dispensed without prior approval by authorized ICVAHCS pharmacy personnel.

This process is only for new, on-time prescriptions. No refills will be authorized.

Reimbursement shall be determined by the average wholesale price (AWP) discounted by the applicable

Contractor percentage plus the applicable dispensing fee as specified on B.3 (Price Schedule). The total price charged to the ICVAHCS shall not exceed that AWP charged to the general public and shall not exceed the price charged by the Contractor’s lowest third party reimbursement plan.

Prescriptions shall be filled with generic drugs to the extent permitted by law. Generic drugs shall be dispensed if in the professional judgment of the pharmacist, the substitute product is available, safe, effective, and to the greatest extent possible, contains the same chemical ingredients of the same strength, quantity, and dosage of the brand name.

All generic products used must be in compliance with Federal and State requirements. Brand name drugs will only be reimbursed if no AB rated generic form of the drug exists in the market place.

“AB rated” means that drugs that have been proven to meet the necessary bioequivalence requirements through in vivo and/or in vitro testing compared to a reference standard that is currently approved. AB is the most common designation. Drugs coded as AB under a specific product heading are considered therapeutically equivalent only to other drugs coded as AB under that heading. Thus, products in this category are considered to be generic drugs. However, an AB-rated product may carry an individual brand name. Under no circumstances may an AB-rated generic product use the patented brand name of the reference standard.

VA beneficiaries will pick up their own prescriptions at the dispensing pharmacy. No prescriptions are to be mailed. No prescriptions are to be delivered.

If the contract pharmacy is having difficulty with any claim or any other situation, they will contact the contractor. The contract pharmacy will not contact employees of the ICVAHCS. If it is determined that a claim for a non-EDL medication was not approved, the contract pharmacy will refer the veteran to contact their ICVAHCS provider.

Updates of providers (additions/deletions) will typically take from 24 to 48 hours, depending on when the changes are entered into the system and the system update cycle. However, the contractor will attempt to expedite the process whenever possible.

The contractor shall not make authorizations to the contracted pharmacies for prescriptions that fall outside of the normal constraints as stated within. If this occurs, the contractor will be responsible for reimbursing the local pharmacy for the prescription.

VA reserves the right to fill any prescription through the use of its own resources and/or personnel.

Audits

The VA shall randomly audit prescription fills. The VA shall have access during regular business hours, and upon reasonable notice, to such books, records, invoices, and prescription files as deemed necessary to verify claim information, prescription volume, and the usual and customary charges to the general public for covered prescriptions. The Contractor shall make all prescription records and invoices available at the time of the audit.

Contract pharmacies shall maintain a log of VA prescriptions filled and have the patient sign next to each prescription number for each prescription received. A copy of the log shall be maintained at the contract pharmacy and be readily accessible for random VA audit.

Pharmacy Service at the ICVAHCS shall review the monthly statements provided by the contractor regarding fills at the local emergent fill pharmacies. Should the Iowa City VAMC find discrepancies in the billing, a request will be made by the ICVAHCS to the contractor to provide a copy of the consult in question.

If the consult in question is not able to be produced within 10 calendar days the contractor will adjust the statement by the amount in question. This review process will only be available for 90 days after the date of the prescription fill in question. Thus, the contract pharmacies will only be required to keep the hard copies available for 90 days.

Labeling

All prescriptions must have proper auxiliary labels attached and appropriate counseling and drug interaction sheets provided to VA beneficiaries.

Privacy Requirements

The contractor shall comply with the requirements of the Federal Privacy Act of 1974 (Public Law 93-

579), HIPAA (Public Law 104-191), and the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1972 (Public Law 83-255), as well as other statues regarding confidentiality of patient information during and after the execution of this BPA.

The contractor and the contracted pharmacies shall keep all information concerning VA beneficiaries confidential and shall not release or disclose information to any person, except as authorized in writing and according to all applicable laws.

The contractor shall not store patient information on a mobile device. A verbal contact is sufficient to obtain prior authorization when needed. The contactor is prohibited from transferring Personnel Health

Information (PHI) by fax or email to and/or from a VA facility.

The contracted pharmacies including subcontracted pharmacies that are authorized to fill prescriptions under the BPA and subsequent task orders must agree to the following conditions:

1. All information concerning VA beneficiaries shall be kept confidential and shall not be disclosed to any person, except as authorized in writing from VA, and according to all applicable laws.

2. Representatives of VA are authorized to visit the contractor’s sites and the premises of any pharmacy filling VA prescriptions during regular business hours for the purposes of auditing and evaluation, which may include the inspection of clinical records.

3. The contractor shall report all adverse drug events reported by VA beneficiaries to the Iowa City VA

Health Care System Chief of Pharmacy, VA Contracting Officer, VA Contracting Officer’s

Representative (COR), and to the prescribing CBOC provider, or Emergency Room provider.

4. Pharmaceutical services provided to VA beneficiaries shall meet all standards applicable to Medicaid recipients in the State where services are provided and standards set forth in the current version of

The Joint Commission accreditation manual for Ambulatory Care/Pharmaceutical Services.

Licensing and Qualification Requirements

Pharmacies utilized by the contractor shall be in good standing with their respective State Board of

Pharmacy in Iowa or Illinois

Pharmacies utilized by the contractor shall have a current Drug Enforcement Administration (DEA) license, controlled substance license, and license from the respective State Board of Pharmacy.

Pharmacists Requirements:

• Graduate of an Accreditation Council for Pharmacy Education (ACPE) College of Pharmacy

• Licensed in the State of Iowa or Illinois (as applicable) and in good standing with the State Board of

Pharmacy.

Pharmacy Requirements:

• Licensed pharmacy in the State of Iowa or Illinois

• Current DEA, controlled substance license

Business Associate Agreement

The Health Insurance Portability and Accountability Act of 1996 (HIPPA) requires that patient lists, names of patients, and any information concerning patients, are considered privileged information and shall not be disclosed or revealed in any way for use outside the VA. The Contractor is subject to the same penalties and liabilities for unauthorized disclosures of such information as the VA. Patient confidentiality will be adhered to at all times.

As Contractor personnel will potentially have access to any patient information related to their performance of duties under this BPA, Contractor shall make its personnel aware that any such information that they might become aware of during the course of their performance is considered privileged information and shall not be disclosed or revealed in any way outside communications with

ICVAHCS COR and pharmacists.

Contractor shall sign a Business Associate Agreement (see Solicitation Attachment 1 – BAA Template) upon award, adhering to this policy.

Service Contract Act Requirements

Work performed by the following personnel related to Contractor and contract pharmacies is applicable to

FAR Subpart 22.10 (Service Contract Labor Standards) and such shall follow U.S Department of Labor

Wage Determinations:

12250 – Pharmacy Technician

Please refer to Solicitation Attachment 2 (Wage Determinations) for listing of wage determinations applicable to ICVAHCS and CBOCs.

AWP Pricing Methodology

The Contractor’s pricing shall be based on MediSpan, one of the leading national drug-pricing systems used in the pharmaceutical industry. A contractor’s pricing methodology/system is based on the IT platform of its PBM (Pharmacy Benefits Management) claim adjudication system. The contractor’s claim system is linked to MediSpan, which allows them to monitor and adjust to pharmaceutical industry pricing on a daily basis, thereby providing the VA with the most current pricing available.

B.3 OTHER BPA TERMS AND CONDITIONS

Authorized Limits

Minimum and maximum orders allowable are set forth in FAR Clause 52.216 (Order

Limitations) of BPA and are also listed here:

Minimum Order: $5,000 per BPA call

Maximum Order: $500,000 per BPA call

Obligation of Funds

The BPA does not obligate any funds. The Government is obligated only to the extent of authorized BPA calls actually issued and awarded under the BPA by the Contracting Officer.

Precedence

The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence. The Contractor's unconditional acceptance of this

BPA, including all terms and conditions herein shall be considered binding upon the delivery of the first BPA call placed hereunder by a Contracting Officer. Failure of the Contractor to comply with any of the terms and conditions of the BPA and/or any BPA calls placed hereunder may be cause for the cancellation of this BPA.

Cancellation of BPA

The Government may cancel the BPA at any time by notifying the Contractor at least 30 days in advance. BPA cancellation does not release the Contractor from their duty to continue task order performance.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (JAN 2017)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any

Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the

Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR

52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds

Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other

Than System for Award Management), or applicable agency procedures.

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

EFT.

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act

(31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

Contractor shall—

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the

Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in

32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety

Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data.

To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in

FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart

32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations.

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

Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

https://www.acquisition.gov/

(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 52.252-2 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):

(End of Clause)

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

APR 2014

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED

PAPER

MAY 2011

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.217-8 OPTION TO EXTEND SERVICES NOV 1999

52.224-1 PRIVACY ACT NOTIFICATION APR 1984

52.224-2 PRIVACY ACT APR 1984

52.227-14 RIGHTS IN DATA—GENERAL MAY 2014

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

52.237-3 CONTINUITY OF SERVICES JAN 1991

C.3 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 04/01/2018 through 03/31/2023.

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

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $5,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $500,000;

(2) Any order for a combination of items in excess of $500,000; or

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

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

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 business days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION

(JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the

Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable

Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least

$100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

The bidder or offeror agrees that if a contract is awarded to him/her, as a result of this solicitation, he/she will not advertise the award of the contract in his/her commercial advertising in such a manner as to state or imply that the Department of Veterans Affairs endorses a product, project or commercial line of endeavor.

(End of Clause)

C.8 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS

HOTLINE POSTER (DEC 1992)

(a) Except as provided in paragraph (c) below, the Contractor shall display prominently, in common work areas within business segments performing work under VA contracts, Department of Veterans

Affairs Hotline posters prepared by the VA Office of Inspector General.

(b) Department of Veterans Affairs Hotline posters may be obtained from the VA Office of Inspector

General (53E), P.O. Box 34647, Washington, DC 20043-4647.

(c) The Contractor need not comply with paragraph (a) above if the Contractor has established a mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(End of Clause)

C.9 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED

VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled…