S02 36C26024Q0959.docx

36C26024Q0959

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

09-23-2024 José Ronstadt 360-852-9885 10-07-2024 13:00

PDT

36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

X

561990 $16.5 Million

N/A

36C663 Department of Veterans Affairs VA Puget Sound Health Care System

PHARMACY CLINICAL SERVICE (S-119-PHAR)

1660 S Columbian Way Seattle, WA 98108 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Dept of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971

See CONTINUATION Page

1. Location: VA Puget Sound Health Care System.

Supplies Being Solicitated:

Reverse pharmaceutical distribution services.

2. Award will be a five-year Indefinite Delivery Indefinite Quantity (IDIQ) Contract.

Ordering Period One (1): 11/01/2024 - 10/31/2025 Ordering Period Two (2): 11/01/2025 - 10/31/2026 Ordering Period Three (3): 11/01/2026 - 10/31/2027 Ordering Period Four (4): 11/01/2027 - 10/31/2028 Ordering Period Five (5): 11/01/2028 - 10/31/2029

3. Please see the Continuation Pages below for details regarding the requirements, Section B.

4. Please see the Continuation Pages below for details regarding the submission of quotes, E.1 52.212-1.

5. For further information, please contact José Ronstadt at jose.ronstadt@va.gov.

See CONTINUATION Page x x

José Ronstadt 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 36C260 Network Contracting Office 20

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

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.

https://www.fsc.va.gov/einvoice.asp

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

Page 1 of Page 1 of

B.2 STATEMENT OF WORK (SOW)

1. General Introduction

a. The Department of Veterans Affairs (VA), Veterans Health Administration (VHA), VA Puget Sound Health Care System has a need for customized reverse distribution services that are compliant with the reverse distribution aspects of VHA Directive 1108.07, recommendations from the VA Office of Inspector General (OIG), and PBM guidance.

2. General Requirements

a. Provide Onsite Service to Customer.

b. Provide the Customer a printed inventory of all Liquidation Eligible Products during Onsite Service, which must contain at a minimum, the National Drug Code (NDC), lot number, and expiration date.

c. Arrange for shipment of all Liquidation Eligible Products.

d. Provide a flat-fee invoice option.

e. Submit a flat-fee invoice to the Customer.

f. Provide the Liquidation Payment for Liquidation Eligible Products to the Customer’s Prime Vendor within ninety (90) days of processing the Job.

g. Ability to close the Job(s) within ninety (90) calendar days.

h. Liquidation Payment details for Liquidation Eligible Products must be made available via a web-based solution.

i. Provide the Customer, if they elect, a web-based inventory tool and scanner.

j. Provide to the Customer, if they elect, a kiosk to securely store products intended for a Liquidation Payment until the Contractor’s next scheduled Onsite Service.

k. Provide to the Customer, if they elect, a disposal service for any Liquidation Ineligible Products.

3. Description of Services

a. Unsaleable Pharmaceutical Liquidation

i. Pre-Onsite Service

1. Customer will request service Onsite Service by calling Contractor at its toll-free phone number.

2. Contractor and Customer will mutually agree on date and time for the Contractor to perform the Onsite Service.

ii. Day of Onsite Service

1. A Contractor representative will arrive at the Customer Location to perform the following, which shall be considered an “Onsite Service”:

a. Scan all indated, short-dated, and expired Eligible Products and make an initial determination of whether the Eligible Products are Liquidation Eligible Products or Liquidation Ineligible Products;

b. Create an inventory for all Liquidation Ineligible Products;

c. Provide a printed inventory of all Liquidation Ineligible Products to the Customer, which shall contain the NDC, lot number, and expiration date;

d. Create an inventory for all Liquidation Eligible Products;

e. Provide a printed inventory of all Liquidation Eligible Products to the Customer, which shall contain the NDC, lot number, and expiration date;

f. Provide Customer with inventory receipt and require signature from Customer representative certifying that the inventory provided is complete and accurate and authorizes the Contractor to ship the Liquidation Eligible Products to its facility.

g. If applicable, prepare a DEA Form 222 for all Liquidation Eligible Products that are Schedule II. Customer will review the DEA Form 222 and approve it by signing it.

h. Customer may elect that Liquidation Ineligible Products will utilize the Contractor’s unsaleable pharmaceutical disposal service for any non-hazardous and non-controlled Eligible Products. If the Customer does not elect Contractor’s unsaleable pharmaceutical disposal service, then the Contractor shall leave all Liquidation Ineligible Products with the Customer at its facility and the Customer shall be responsible for compliant disposal.

iii. Shipping & Fulfillment Processing

1. Contractor representative will arrange for shipment(s) of the Job(s) to its facility via common carrier or an LTL provider of its choosing.

2. Contractor will receive the Job(s) at its facility and process each Job.

3. Contractor will make the final eligibility determination for Liquidation Eligible Products at its facility.

iv. Invoice

1. Contractor will submit its flat-fee invoice to the Customer for immediate payment through Customer payment portal, Tungsten Network.

v. Liquidation Payment

1. Contractor will provide a Liquidation Payment to the Customer’s account at its designated Prime Vendor within ninety (90) days of receipt of the Job at the Contractor facility.

2. Contractor will provide a statement of the Liquidation Payment online via its customer portal.

b. Unsaleable Pharmaceutical Disposal

i. Customer may elect that Liquidation Ineligible Products will utilize the Contractor’s unsaleable pharmaceutical disposal service for any non-hazardous and non-controlled Eligible Products. If the Customer does not elect Contractor’s unsaleable pharmaceutical disposal service, then the Contractor shall leave all Liquidation Ineligible Products with the Customer at its facility and the Customer shall be responsible for compliant disposal.

ii. Contractor will place all Liquidation Ineligible Products into 17x17x17 corrugate box(s).

iii. Contractor will arrange for shipment to its facility.

iv. Contractor will submit its flat-fee invoice to the Customer for immediate payment through Customer payment portal, Tungsten Network.

c. Unsaleable Pharmaceutical Kiosk

i. Customer may elect to purchase a 19x20.5x47 security kiosk to securely store products intended for a Liquidation Payment until the Contractor’s next scheduled service event by calling Contractor at its toll-free phone number.

ii. Contractor will arrange shipment for delivery at the Customer Location.

iii. Contractor will submit its flat-fee invoice to the Customer for immediate payment through Customer payment portal, Tungsten Network.

d. Unsaleable Pharmaceutical Kiosk Kit

i. Customer may elect to purchase 15x14x14 kiosk kits by calling Contractor at its toll-free phone number.

ii. Contractor will arrange shipment of any purchased kiosk kits to Customer Location.

iii. Customer will arrange shipment of any full and completed kiosk kits for delivery to the Contractor facility. Contractor will provide a shipping label to Customer.

iv. Contractor will submit its flat-fee invoice to the Customer for immediate payment through Customer payment portal, Tungsten Network.

4. Qualifications and Compliance

a. Contractor is responsible for ensuring it has all applicable licenses and permits for performing the Services, including, but not limited to:

i. DEA Reverse Distributor License

ii. EPA Waste Transfer Station Permit

iii. VAWD Certification

iv. State License(s)

b. Any Liquidation Ineligible Products that utilize the Contractor’s unsaleable pharmaceutical disposal services shall be destroyed in accordance with applicable laws.

c. If applicable, and upon Customer request, Contractor shall provide a DEA Form 41 for any Liquidation Ineligible Products that are destroyed via its unsaleable pharmaceutical disposal service.

d. Contractor must have a minimum of twenty-five (25) years in business.

5. Eligible Facilities

a. VA Puget Sound Health Care System located at 1660 S Columbian Way, Seatle, WA 98108

b. VA Puget Sound Health Care System – American Lake Division located at 9600 Veterans Dr. SW, Tacoma, WA 98493

6. Reporting

a. All reporting described within Section 3 shall be delivered via a web-based solution.

b. Contractor shall provide one (1) unique password protected profile to the Customer for the web-based solution.

7. General Provisions

a. Contractor is responsible for all shipping and processing expenses associated with the Services.

b. Contractor will only consider Eligible Products for any of its Services.

c. Contractor will only provide unsaleable pharmaceutical disposal services, unsaleable pharmaceutical kiosk, and unsaleable pharmaceutical kiosk kits in conjunction with the unsaleable liquidation services and is not required to provide the aforementioned services as stand-alone offerings;

d. Customer will pay the Contractor flat-fee invoice(s) within thirty (30) calendar days.

e. A Job will be considered closed once the Liquidation Payment has been made to the Prime Vendor.

f. Any inventory provided by Contractor to Customer shall be considered final.

g. Customer assigns to Contractor its right and interest to the credits due for all Eligible Products and authorizes Contractor to pursue such credits from Manufacturers and Wholesale Partners.

h. Customer retains title to all Eligible Products until such Eligible Products have been received by the applicable Manufacturer or cause to be destroyed or disposed by the Contractor. Only for DEA purposes, title to Allowed Controlled Substances shall transfer to the Contractor if the Allowed Controlled Substances are deemed Liquidation Ineligible Products at the Contractor facility.

i. Contractor shall not be liable for any damages or losses incurred in shipping any Liquidation Eligible Products.

j. Once any Eligible Product leaves the Customer Location, the Customer may not request, in any instance, that the Eligible Product be returned to the Customer Location.

k. Customer is responsible for creating an inventory of all products designated for return to Contractor and compare such inventory to the inventory provided by Contractor and ensure any discrepancies are remedied prior to any Eligible Products leaving the Customer Location.

l. Because of the complex nature of processing Eligible Products, Customer acknowledges it is not possible for Contractor to be aware of all circumstances that may affect the value of each Eligible Product. Customer agrees that if a Changed Circumstances Event results in an out-of-pocket loss to Contractor with respect to a Job which Contractor has already processed and paid the Liquidation Payment to Customer, Customer agrees that the Liquidation Payment will be reimbursed to Contractor from Customer in an amount not to exceed Contractors loss via an annual true-up process. Contractor shall use commercially reasonable efforts to research and resolve issues with the applicable Manufacturer regarding items that Contractor has determined the ERV but which did not receive value from the applicable Manufacturer.

8. Definitions

a. Allowed Controlled Substances are drugs or other substances included in Schedule II, III, IV, or V in 21 C.F.R. §1308 et seq.

b. Contractor shall mean the vendor selected and awarded for this contract.

c. Customer shall mean each eligible VA pharmacy listed in Section 6.

d. Changed Circumstances Event includes all scenarios and circumstances related to the return processing of Liquidation Eligible Products that result in an out-of-pocket loss to the Contractor. For clarity, Changed Circumstances Events include, but are not limited to, the following:

i. A Manufacturer claims that it did not receive and subsequently does not provide credit for a Creditable Product;

ii. A Manufacturer claims that it received a Creditable Product in an amount less than the amount Contractor shipped to it, and the Manufacturer subsequently provides credit in an amount less than the ERV for such Creditable Product;

iii. A Manufacturer provides credit for a Creditable Product in an amount less than the ERV for such Creditable Product due solely to the specific lot number;

iv. There is a material change in the industry standard pricing of a Creditable Product, and the Manufacturer subsequently provides credit in an amount less than the ERV for such Creditable Product;

v. A Creditable Product becomes a Non-Creditable Product after Contractor has included such Creditable Product in its calculation of the ERV, and the Manufacturer subsequently does not provide credit for such Creditable Product;

vi. A Manufacturer determines varying amounts of credit after auditing their books and records;

vii. A Manufacturer withdraws credits for which Contractor previously paid Customer;

viii. A Manufacturer provides credit for a Creditable Product in the form of a direct Customer account credit or product exchange;

ix. A Manufacturer does not provide credit according to the terms of the applicable Manufacturer’s Return Policy.

e. Creditable Products means Eligible Products that are creditable by the Manufacturer’s Return Policy.

f. Eligible Products are any opened or unopened packages of Legend Drugs, including Allowed Controlled Substances, or Over-the-Counter Products in their original containers that have not previously been dispensed to Customer’s patients or customers that are designated by Customer for the Contractor.

g. Expected Return Value, or ERV, is the amount of credit expected to be received from Manufacturers or Wholesale Partners for Liquidation Eligible Product, less any Third-Party Charges, as estimated by Contractor using the Federal Supply Schedule pricing or its proprietary valuation, whichever is less.

h. Job means the aggregation of all Eligible Products from one shipment of Eligible Products from the Customer to Contractor.

i. Legend Drugs are any drugs or other substances that require a prescription to be dispensed.

j. Location means each physical location of Customer facilities, as set forth in Section 6, where Onsite Service occurs.

k. Liquidation Eligible Products means Creditable Products that are creditable by the Manufacturer’s Return Policy and for which the associated credits are paid to Contractor. Contractor, in its sole discretion, will determine the Manufacturer’s product eligibility to qualify as Liquidation Eligible Products.

l. Liquidation Ineligible Products means Creditable Products that are creditable by the Manufacturer’s Return Policy and for which the associated credits are not paid to Contractor or do not qualify as Liquidation Eligible Products, as determined by Contractor in its sole discretion.

m. Liquidation Payment is the amount payable to Customer for Liquidation Eligible Products subject to the ERV for a Job.

n. Manufacturer means the original manufacturer of a respective product, drug or prescription.

o. Manufacturer’s Return Policy means the current published return policies and procedures established by the applicable Manufacturer.

p. Onsite Service is defined in Section 3.a.ii.

q. Over-the-Counter Products are any drugs that may be dispensed without a prescription.

r. Prime Vendor are wholesalers with whom Customer and Contractor have a contractual relationship.

s. Services shall include those listed in Section 3.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Ordering Period One (1): 11/01/2024 - 10/31/2025.

Reverse pharmaceutical distribution services. Seattle Inpatient Pharmacy: Monthly disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period One (1): 11/01/2024 - 10/31/2025.

Seattle Outpatient Pharmacy: Every other month disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period One (1): 11/01/2024 - 10/31/2025.

American Lake Pharmacy: Disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Two (2): 11/01/2025 - 10/31/2026.

Reverse pharmaceutical distribution services. Seattle Inpatient Pharmacy: Monthly disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Two (2): 11/01/2025 - 10/31/2026.

Seattle Outpatient Pharmacy: Every other month disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Two (2): 11/01/2025 - 10/31/2026.

Ordering Period Three (3): 11/01/2026 - 10/31/2027.

Reverse pharmaceutical distribution services. Seattle Inpatient Pharmacy: Monthly disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Three (3): 11/01/2026 - 10/31/2027.

Seattle Outpatient Pharmacy: Every other month disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Three (3): 11/01/2026 - 10/31/2027.

Ordering Period Four (4): 11/01/2027 - 10/31/2028.

Reverse pharmaceutical distribution services. Seattle Inpatient Pharmacy: Monthly disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Four (4): 11/01/2027 - 10/31/2028.

Seattle Outpatient Pharmacy: Every other month disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Four (4): 11/01/2027 - 10/31/2028.

Ordering Period Five (5): 11/01/2028 - 10/31/2029.

Reverse pharmaceutical distribution services. Seattle Inpatient Pharmacy: Monthly disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Five (5): 11/01/2028 - 10/31/2029.

Seattle Outpatient Pharmacy: Every other month disposal of Non-returnable Non-Hazardous Pharmaceuticals.

Ordering Period Five (5): 11/01/2028 - 10/31/2029.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 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 PRODUCTS AND COMMERCIAL SERVICES 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):

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

(End of Clause)

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 11/01/2024 through 10/31/2029.

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

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

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

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

(3) If sent electronically, the Government either—

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

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than (determined prior to award), 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 (determined prior to award);

(2) Any order for a combination of items in excess of (determined prior to award); or

(3) A series of orders from the same ordering office within (determined prior to award) 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 (determined prior to award) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 10/31/2029.

(End of Clause) (End of Addendum to 52.212-4)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.7 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause) C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

(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 products and commercial services:

(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 Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 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 products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (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.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights…