36C24724Q0939 Combined.docx

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

GENERAL INFORMATION

CONTRACTING OFFICE ADDRESS

Department of Veterans Affairs W.J.B. Dorn VA Medical Center 6439 Garners Ferry Road Columbia SC 29209-1639

POINT OF CONTACT*

Contract Specialist Janet Smith janet.smith@va.gov 803-776-4000 ext. 56610

PLACE OF PERFORMANCE

215 Perry Hill Road

Montgomery AL

ADDITIONAL INFORMATION

DESCRIPTION

To provide to the Central Alabama Veterans Health Care System (CAVHCS) located in Montgomery and Tuskegee, Alabama with community-based outpatient clinics in Dothan, AL, Ft. Novosel, Monroeville, AL, and Columbus and Ft. Moore, GA., an Employee Assistance Program (EAP) for health care system employees and their dependents. The EAP program will offer one-on-one professional counseling services as needed to provide employees the opportunity to obtain assistance in coping with problems which may adversely affect attendance, work performance and/or conduct.

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 36C247 Department of Veterans Affairs W.J.B. Dorn VA Medical Center 6439 Garners Ferry Road Columbia SC 29209-1639

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.

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

36C24724Q0939

Page 1 of Page 1 of

EMPLOYEE ASSISTANCE PROGRAM (EAP) STATEMENT OF WORK

1. SPECIFIC TYPE OF SERVICES NEEDED

To provide to the Central Alabama Veterans Health Care System (CAVHCS) located in Montgomery and Tuskegee, Alabama with community-based outpatient clinics in Dothan, AL, Ft. Novosel, Monroeville, AL, and Columbus and Ft. Moore, GA., an Employee Assistance Program (EAP) for health care system employees and their dependents. The EAP program will offer one-on-one professional counseling services as needed to provide employees the opportunity to obtain assistance in coping with problems which may adversely affect attendance, work performance and/or conduct.

2. LOCATION WHERE SERVICES WILL BE PERFORMED

The facility rendering service must be within commuting distance of Central Alabama Veterans Health Care System (CAVHCS). There shall be no hidden charges, fees, or billed services to CAVHCS employees for services rendered in accordance with this statement of work, which shall include parking expenses, at the contractor’s site location.

Additionally, the contractor’s site facility must also be compliant with Americans with Disability Act (ADA), be a drug and smoke-free environment, possess all insurance otherwise required within the solicitation and provide sufficient security staff to ensure CAVHCS employees’ safety.

3. PROPOSED PERIOD OF PERFORMANCE

The contract period of service shall be from date of award through one calendar year (base year) with four one-year options for renewals. Provider staff shall be available 24 hours a day, 7 calendar days a week for on-call or critical situations. The contractor’s staff will also be available 24/7, at no additional charge, to provide on-site crisis management services/treatment, if deemed most appropriate and requested through the Human Resources Management Service.

4. DESCRIPTION OF REQUIRED SERVICES

The program provided shall be multi-faceted, providing confidential assessment, short- term counseling and/or referral to those presenting with personal problems; training seminars for managers and supervisors on using EAP services to help deal with the troubled employees or for conflict resolution, sexual harassment, workplace violence, for staff as requested by Human Resources; workshops for staff to identify and help resolve behavioral, health, or job performance problems; education, assessment referral, and back-to-work services for alcohol and drug problems, as needed to comply with the policies of the health care system; and for consultation with Human Resources regarding employees with job performance issues, who may benefit from referral to EAP.

The contractor shall establish and provide brief, solution focused, counseling services for issues such as: marital, family, relationships, parent-child, behavior of child, emotional and stress related problems, crisis intervention, alcohol and other drug abuse, financial problems, job-related problems, and other personal concerns, which may affect job performance. Employee and their dependents’ EAP services will be limited to three counseling sessions per presenting problem, per person, per year.

Persons may self-refer, be referred by Human Resources, be informally referred by a supervisor, or be given a formal supervisory referral. Emergent needs will be seen the same day, urgent within 24 hours, all others within one week (seven calendar days).

Any care, which cannot be accomplished within the three sessions, per problem, per person and/or is not classified as a psychiatric disorder will be referred to an appropriately credentialed treatment provider, if so desired and agreed upon by the employee. The Program Coordinator or appropriately trained counselors shall only make referrals. Charges for services not covered by this statement of work will be the responsibility of the employee. Contractor is required to inform the employee of the charges he/she will be responsible for, prior to performing or scheduling any services. Additionally, with regard to referrals, the contractor shall make every effort to locate services for which the employee’s insurance will provide coverage, locate services with options for financial assistance available, and/or suggest veteran employees eligible to seek treatment through VA seek that as an option. Recommendation for treatment and/or referral may be made, but case file documentation must support that the employee is aware that it remains the employee’s responsibility to maintain job performance whether they choose to utilize EAP or not.

Should a self-referral case be in progress and the employee’s supervisor contact the Program Coordinator with documentation of the employee’s work performance deterioration or the employee develops an unusual or deviant behavior pattern(s) at work, the EAP Coordinator shall confer with the supervisor, but will adhere to the confidentiality requirements only that the employee has self-referred.

Counselors may refuse to provide services if a client is unwilling to cooperate. However, every effort to encourage an employee to seek/continue treatment shall be made. In the case of failure to cooperate or an employee dropping out of the program prior to satisfactory resolution, the case file shall be documented to indicate the relevant facts.

When, management referrals to EAP due to unacceptable, unusual, or deviant behavior, the Program Coordinator or EAP Counselor shall have documented dialogue with the referring office/individual to define the job behavior, which resulted in the referral. The referred employee will be required to comply with attendance for at least one session.

Management shall be notified of the employee’s attendance and compliance with recommendations provided, for all CAVHCS employees who have been referred by other than self (i.e., supervisor, Human Resources, etc.), as well as those requesting leave to attend counseling.

Human Resources may request the contractor to provide, in the base year, a minimum of four sessions and a maximum of ten on-site orientation seminars for all CAVHCS employees to attend. These seminars shall be provided to all shifts (day, evening, and night). The intent will be to provide the employees an overview of the services, their benefits and how to access them. However, structure and content will be approved through the COR.

A minimum of two, maximum of five, on-site workshops/training sessions for all shift supervisors, managers, and administrative staff will be conducted each contractual year. The focus of these workshops/training sessions will be the benefits of an EAP and its use as a management tool to assist employees with the personal problems affecting their job performance.

The contractor shall provide a minimum of four on-site workshops/seminars on a quarterly basis, with the goal to reach all shifts of CAVHCS staff. These programs shall cover varying topics, which will be selected by the Human Resources COR. Examples would include but may not be limited to workplace violence, job related stress, sexual harassment, conflict resolution, customer service, dealing with difficult people, coping with change, and communication skills.

5. APPLICABLE WORK HOURS

Facility shall have established normal office hours (i.e., Monday through Friday, 8:00 a.m. to 4:30 p.m., excluding federal holidays) for non-life-threatening services. These hours shall be consistent throughout the contract term; any deviation will be at the discretion of the Contracting Officer/COR. However, staff shall be available 24 hours a day, 7 calendars days a week for on-call or critical situations. The contractor’s staff will also be available 24/7, at no additional charge, to provide on-site (CAVHCS) crisis management service/treatment, if deemed most appropriate and requested through Human Resources.

6. ANYTHING THE VA WILL BE REQUIRED TO FURNISH

All materials to be given to the CAVHCS employees or posed within the facilities must be reviewed and approved by the COR prior to production and distribution. Contractor will provide, at their own expense, all approved promotional material to current and new hires employees. These materials shall consist of but may not be limited to brochures, newsletters, as well as posters. Posters shall be updated a minimum of twice per year, and sufficient copies will be made to ensure that various postings areas, i.e., bulletin boards, break rooms, and other readily accessible areas can be covered within CAVHCS facilities.

7. TYPE OF REIMBURSEMENT FOR SERVICES RENDERED

All costs represent a cost per employee per month, no additional cost will be assessed based on but not limited to the number of workshops/seminars/appointments/follow-ups or interventions. Estimated quantity: 1,854 employees.

Payment will be made monthly in arrears upon receipt of a proper invoice from the contractor. All invoices shall include the purchase order number for the contract year, the contract number, and the number of employees seen, as well as an overview report of the types and numbers of treatment and interventions done and/or workshops/seminars/training provided. Adjustments of contents of these reporting mechanisms may be made at the discretion of the COR.

8. CONTRACTING OFFICER REPRESENTATIVE (COR)

(To be appointed.)

CAVHCS Program Coordinator(s): TBD

9. HOW COR INTENDS TO MONITOR AND KEEP RECORDS

Performance will be evaluated annually by the COR (rating official), recorded on the “CONTRACTOR PERFORMANCE REPORT (Services)” and reviewed by the Contracting Officer. The report will be used as an internal tool for the COR to verify compliance with the contract terms and conditions, as well as provide COR recommendations with respect to exercising an option year or future contract awards. Interim assessments may be accomplished as deemed necessary by the Contracting Officer or the COR. The contractor may request a copy of the reviews in writing, but will receive a copy, for his review and signature, of any assessment issued on an interim need or in the case(s) of a negative recommendation for future awards or contract renewal(s).

10. QUALIFICATION OF CONTRACTING PERSONNEL PROVIDING SERVICES

Program Coordinator/Head/Director (as a minimum) shall be certified as a Licensed Certified Social Worker (LCSW), a Certified Employee Assistance Professional (CEAP) and a Private Independent Practitioner (PIP). This individual will be responsible for supervising the contracted subordinate staff. All other subordinate staff members shall consist of a minimum of nine licensed master’s degree level social workers/professional counselors with expertise in various specialized problem areas and appropriate support clerical staffing (minimum of two). Contractor to be responsible for background checks, as well as verification of staff meeting educational, licensure and/or certification requirements. However, contractor shall provide vita of current professional staff and update as necessary, the health care system reserving the right to reject a placement, providing documented justifiable cause is provided. Justifiable rejection of a potential replacement does not relieve the contractor of the responsibility to replace the missing team member. Contractor shall also make every reasonable effort to ensure that the staffing remains as consistent as possible throughout the term of the contract.

Further, the contractor shall be prepared to provide substantiation of checks and verifications, if requested in writing by the Contracting Officer or the COR.

Contractor staff shall have proven record of prior experience in providing training and seminars. Also, the contractor staff must possess the expertise and capabilities to provide intervention within a dysfunctional work group, as well a providing team building and performance improvement to assist in working through strategies to promote a better work group environment.

Contractor will provide critical incident debriefing that may be necessary following a trauma experienced within a department. This service will not be considered a workshop or seminar. The contractor will respond to this emergent need and provide necessary care either on-site or in their facility location, whichever is determined by the COR to be most appropriate and necessary to assist the affected employee(s).

The contractor agrees that all personnel performing this contract shall provide a financial disclosure statement detailing the extent of any financial interest in any community treatment facility or other resource to which the health care system employees might be referred, as a result of their counseling under the EAP.

11. SPECIFIC LAWS/STATUES, REGULATIONS, POLICIES THAT APPLY TO THE HEALTH CARE

Whether services are provided on-site or off, they shall be rendered in a manner that ensures total confidentiality to those person or persons. No information will be released to any individual or agency unless authorized in writing by the client seen or as required by law in the case of “duty to warn” circumstances. All other federal and state laws and guidance regulating services or treatment shall be strictly followed and/or enforced.

The contractor will maintain a total complete independent individual case file/record system for all CAVHCS employees referred for assistance. Further, case files shall be maintained in accordance with the confidentiality requirements of Section 508 of Public Law 92-255, as amended by Public Law 93-282. Except as applied to disciplinary or separation actions, office personnel folders shall not include information concerning employee’s alcohol or drug abuse problems. At no time shall copies be inserted into an employee’s personnel file (disciplinary exceptions) or within the contractor’s, of the CAVHCS general medical records or any independent employee (contractor/VA) files.

Urine tests, breath analyzers/blood screen results, physical data and a significant reduction in performance or conduct problems, as defined by the referring official and counselor, will determine the success or failure of the employee’s participation in EAP.

All testing will be in strict accordance with the guidelines and policies of the medical center. The Program Coordinator will verbally notify the COR if testing is required/necessary and CAVHCS will be responsible to coordinate the collection and processing of samples.

The Privacy Act (5 U.S. C. 552a) covers all EAP records. In addition, EAP records of clients with alcohol and drug problems are protected by Confidentiality of Alcohol and Drug Abuse Patient Records (42 CFR, part 2). These laws and regulations prohibit EAP staff from sharing any information about clients to anyone outside of EAP, without written consent of the employee.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

12.00

EA

Employee Assistance Service for approximately 1,854 CAVHCS employees at the Montgomery and Tuskegee campuses, including community-based outpatient clinics in Columbus, GA, Dothan, AL, Fort Moore, GA (formally Ft. Benning VA Clinic, GA), Montgomery, AL Montgomery VA Clinic, Monroeville, AL VA Outpatient Clinic Monroeville (CBOC), and Fort Novosel, AL Wiregrass CBOC.

Contract Period: Base POP Begin: 10-01-2024 POP End: 09-30-2025

Employee Assistance Service for approximately 1,854 CAVHCS employees at the Montgomery and Tuskegee campuses, including community-based outpatient clinics in Columbus, GA, Dothan, AL, Fort Moore, GA (formally Ft. Benning VA Clinic, GA), Montgomery, AL Montgomery VA Clinic, Monroeville, AL VA Outpatient Clinic Monroeville (CBOC), and Fort Novosel, AL Wiregrass CBOC.

Contract Period: Option 1 POP Begin: 10-01-2025 POP End: 09-30-2026

Employee Assistance Service for approximately 1,854 CAVHCS employees at the Montgomery and Tuskegee campuses, including community-based outpatient clinics in Columbus, GA, Dothan, AL, Fort Moore, GA (formally Ft. Benning VA Clinic, GA), Montgomery, AL Montgomery VA Clinic, Monroeville, AL VA Outpatient Clinic Monroeville (CBOC), and Fort Novosel, AL Wiregrass CBOC.

Contract Period: Option 2 POP Begin: 10-01-2026 POP End: 09-30-2027

Employee Assistance Service for approximately 1,854 CAVHCS employees at the Montgomery and Tuskegee campuses, including community-based outpatient clinics in Columbus, GA, Dothan, AL, Fort Moore, GA (formally Ft. Benning VA Clinic, GA), Montgomery, AL Montgomery VA Clinic, Monroeville, AL VA Outpatient Clinic Monroeville (CBOC), and Fort Novosel, AL Wiregrass CBOC.

Contract Period: Option 3 POP Begin: 10-01-2027 POP End: 09-30-2028

Employee Assistance Service for approximately 1,854 CAVHCS employees at the Montgomery and Tuskegee campuses, including community-based outpatient clinics in Columbus, GA, Dothan, AL, Fort Moore, GA (formally Ft. Benning VA Clinic, GA), Montgomery, AL Montgomery VA Clinic, Monroeville, AL VA Outpatient Clinic Monroeville (CBOC), and Fort Novosel, AL Wiregrass CBOC.

Contract Period: Option 4 POP Begin: 10-01-2028 POP End: 09-30-2029

B.3 DELIVERY SCHEDULE

ITEM NUMBER

QUANTITY

0001-4001

ALL

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 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order, or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multiple award contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified SDVOSBs listed in the SBA certification database.

(5) Subcontracting. An SDVOSB subcontractor must meet the NAICS size standard assigned by the prime contractor and be certified and listed in the SBA certification database to count as similarly situated. Any work that a first tier SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as an SDVOSB if the joint venture complies with the requirements in 13 CFR 128.402 and the managing joint venture partner makes the representations under paragraph (c) of this clause. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.101, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Veteran Small Business Certification Program and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB status is subject to debarment from contracting with the Department for a period of not less than five years (see VAAR 809.406–2 Causes for Debarment).

(End of Clause) C.3 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [ ] In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(ii) [ ] In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted. The offeror understands that, as provided in 13 CFR 121.406(b)(7), such a waiver has no effect on requirements external to the Small Business Act, such as the Buy American Act or the Trade Agreements Act.

(2) Manufacturer or nonmanufacturer representation and certification. [Offeror fillin—check each applicable box below. The offeror must select the applicable provision below, identifying itself as either a manufacturer or nonmanufacturer]:

(i) [] Manufacturer or producer. The offeror certifies that it is the manufacturer or producer of the end item being procured, and the end item is manufactured or produced in the United States, in accordance with paragraph (a)(1)(i).

(ii) [ ] Nonmanufacturer. The offeror certifies that it qualifies as a nonmanufacturer in accordance with the requirements of 13 CFR 121.406(b) and paragraph (a)(1)(ii). The offeror further certifies it meets each element below as required in order to qualify as a nonmanufacturer.

[ ] The offeror certifies that it does not exceed 500 employees (or 150 employees for the Information Technology Value Added Reseller exception to NAICS code 541519, which is found at 13 CFR 121.201, footnote 18).

[ ] The offeror certifies that it is primarily engaged in the retail or wholesale trade and normally sells the type of item being supplied.

[ ] The offeror certifies that it will take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice.

(iii) [ ] The offeror certifies that it will supply the end item of a small business manufacturer, processor, or producer made in the United States, unless a waiver as provided in 13 CFR 121.406(b)(5) has been issued by SBA. [Contracting Officer fill-in or removal (see 13 CFR 121.1205). This requirement must be included for a single end item. However, if SBA has issued an applicable waiver of the nonmanufacturer rule for the end item, this requirement must be removed in the final solicitation or contract.] or [Contracting officer tailor clause to remove one or other block under subparagraph (iii).] [ ] If this is a multiple item acquisition, the offeror certifies that at least 50% of the estimated contract value is composed of items that are manufactured by small business concerns. [Contracting Officer fill-in or removal. See 13 CFR 121.406(d) for multiple end items. If SBA has issued an applicable nonmanufacturer rule waiver, this requirement must be removed in the final solicitation or contract.]

(3) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false,…