S02 36C26026Q0168.docx

36C26026Q0168

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

663-26-1-501-0002

11-26-2025 Michael Borelli 253-888-4925 12-09-2025

5:00 PM

PST

36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

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

X

Y 811310 $12.5 Million

NET 30

N/A

36C663

Department of Veterans Affairs Seattle VA Medical Center 1660 S. Columbian Way Seattle WA 98108 36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Procure comprehensive maintenance services for approximately 1500 portable fire extinguishers at the Seattle VA Medical Center Campus, American Lake VA campus, and Magnolia facility.

Period of Performance:

Base: 1/15/2026 - 1/14/2027 Option Year 1: 1/15/2027 - 1/14/2028 Option Year 2: 1/15/2028 - 1/14/2029 Option Year 3: 1/15/2029 - 1/14/2030 Option Year 4: 1/15/2030 - 1/14/2031

IMPORTANT!! For quote submission requirements, please see Section E.2 of this RFQ. Parts 1-3 are required in order to be considered further.

See CONTINUATION Page

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: TBD

b. GOVERNMENT: Contracting Officer 36C260 NCO 20 Network Contracting Office

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.tungstenautomation.com/products/einvoice-network

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

B.2 Statement of Work: Portable Fire Extinguisher Maintenance Services

1.0 Objective

The purpose of this Statement of Work (SOW) is to procure comprehensive inspection, testing, maintenance services for approximately 1500 portable fire extinguishers at VA Puget Sound Health Care System, Seattle, American Lake and Magnolia facilities. Extinguishers located throughout our campuses vary in size and include but are not limited to ABC Dry Chemical, Class K, CO2, H2O, MRI Safe, etc. The maintenance services shall be conducted in full compliance with the National Fire Protection Association (NFPA) 10 standards, The Joint Commission (TJC) accreditation requirements, Occupational Safety and Health Administration (OSHA) regulations, and all applicable Department of Veterans Affairs (VA) directives.

2.0 Scope of Work

The contractor shall provide all management, tools, equipment, labor, materials, and transportation necessary to perform fire extinguisher inspection, testing and maintenance services. This includes:

· Monthly Inspections

· Annual maintenance and inspection for all fire extinguishers.

· 6-year maintenance for applicable fire extinguishers.

· 12-year hydrostatic test management via a swap-out program.

· Correction of identified deficiencies and provision of equal protection during servicing.

· Accurate recordkeeping and documentation for all services rendered.

· Shall inspect all fire extinguishers to be 100% compliant

· Contractor shall contact the Safety Dept immediately if not unable to access a space.

3.0 Contractor Responsibilities

3.1 Monthly inspections

The contractor shall perform a monthly visual inspection of all portable fire extinguishers and document the results. The inspection shall verify the following:

· Extinguishers are in their designated locations and are unobstructed.

· Operating instructions are legible and face outward.

· Pressure gauges are within the proper range.

· Tamper seals and locking pins are intact.

· There is no evidence of physical damage, corrosion, or leakage.

· The extinguisher is full, which can be checked by weighing or hefting.

· The inspection tag is initial and dated with the current month and year.

3.2 Annual Maintenance

The contractor shall perform annual maintenance and inspection on all extinguishers within the inventory. This service shall be performed by a certified technician and shall include, at a minimum, the following:

· Visual Examination: Inspect the entire unit for physical damage, corrosion, leakage, or other shell damage.

· Pressure Gauge Check: Confirm the pressure gauge is in the operable range.

· Weight Verification: Lift and weigh extinguishers to ensure they contain the correct amount of extinguishing agent.

· Service Tag: Attach a new service tag to each extinguisher documenting the date of inspection, the company name, and the technician’s initials.

· Placement Verification: Confirm that each extinguisher is mounted securely in its designated location, is visible, and is unobstructed.

3.3 6-Year Maintenance The contractor shall perform 6-year maintenance on all stored-pressure dry chemical extinguishers (5 lb, 10 lb, 20 lb) that are due for this service. This is a teardown and internal examination performed by a certified technician and shall include:

· Completely emptying the extinguisher and performing an internal and external examination of the cylinder and valve assembly.

· Replacing all seals, O-rings, valve stems, and other parts as required by NFPA 10 and the manufacturer.

· Refilling and recharging the extinguisher.

· Attaching a new verification-of-service collar and documenting the service on the inspection tag.

3.4 12-Year Maintenance (Hydrostatic Test) via Swap-Out The contractor is explicitly not authorized to perform hydrostatic testing on-site. The contractor shall be responsible for a swap-out program to address the 12-year hydrostatic testing requirement:

· Identification: Identify all extinguishers (all types) due for 12-year hydrostatic testing, which occurs every 12 years for dry chemical units and every 5 years for water mist extinguishers.

· Swap-Out: Swap out any extinguisher due for hydrostatic testing with an equivalent, properly tested, and compliant unit.

· Replacement: The replacement unit shall be an AMEREX model, in good working condition, properly tagged, and ready for service.

· Removal and Disposal: The contractor is responsible for the removal, transportation, and proper disposal or re-certification of the old extinguisher shell off-site.

3.5 Removal and replacement

The contractor shall identify and remove all old, obsolete, or non-compliant fire extinguishers. This includes all extinguishers that:

· Are no longer serviceable due to age, damage, or failure of inspection and testing.

· Use carbon tetrachloride or chlorobromomethane extinguisher agents.

· Use soldered or riveted shells

· The contractor shall supply and install new, VA-approved, AMEREX model Only fire extinguishers to all removed units.

3.6 Deficiencies and Repairs

The contractor shall report, and repair all discovered deficiencies.

· Documentation: All deficiencies found during any inspection or maintenance procedure shall be documented and reported to the Contracting Officer's Representative (COR) .

· Corrections: The contractor shall correct any deficiencies identified during services. Any deficiencies in work performed are to be corrected on the spot.

· Equal Protection: While any fire extinguisher is removed for maintenance or other service, the contractor shall provide an equivalent backup extinguisher to maintain continuous fire protection.

3.7 Recordkeeping

The contractor shall provide and maintain clear and accurate documentation of all services rendered in accordance with NFPA 10 and VA requirements.

· Service Tags: Provide and securely attach service tags to each extinguisher after annual and 6-year maintenance, clearly displaying the date, service performed, and contractor information and appropriate marking/labeling after 12-year maintenance.

· Service Collar: Ensure a verification-of-service collar is installed on extinguishers requiring an internal examination.

· Reporting: Provide a digital report within 7 working days after inspection, detailing the completed work, identified deficiencies, and a complete inventory record. The inventory record shall include the extinguisher type, size, location, serial number, and manufacture/test dates.

· Unable to access areas: Contractor shall immediately contact the Safety Department to gain access to space. Contractor shall not note on reports “unable to access” on Monthly and Annual Reports.

4.0 Government Responsibilities (VA Hospital)

· Provide a current inventory list of all portable fire extinguishers, including locations and serial numbers.

· Designate a Contracting Officer's Representative (COR) to serve as the point of contact for coordination and inspection.

· Provide timely access to all facility areas where fire extinguishers are located.

· Retain the monthly visual inspection records required by The Joint Commission.

5.0 Applicable Standards and Regulations

All services performed under this SOW shall comply with the most current editions of the following standards:

· NFPA 10: Standard for Portable Fire Extinguishers.

· The Joint Commission (TJC) Environment of Care (EC) Standards: Specifically related to monthly inspections and annual maintenance.

· OSHA 29 CFR 1910.157: General Industry Standard for Portable Fire Extinguishers.

· VA National Fire Protection Directives: All applicable VA regulations regarding fire protection and life safety.

6.0 Period of Performance

The contract will be for a [one-year base period with X option years, or other duration]. Specific service dates and scheduling shall be coordinated with the COR.

7.0 Quality Control

The contractor shall establish and maintain a quality control program to ensure work is performed to the highest standards and in full compliance with all applicable codes and regulations. The COR or designee shall have the right to inspect all work performed, and any deficiencies shall be corrected promptly at the contractor's expense.

8.0 Privacy Officer Language for Statement of Work (SOW)

A. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data- General, FAR 52.227-14(d) (1).

B. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on-site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

C. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

D. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

E. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

9.0 Records Management Language for Contracts Required

The following standard items relate to records generated in executing the contract and should be included in a typical Electronic Information Systems (EIS) procurement contract:

A. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

B. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

C. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

D. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

E. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

F. The Government Agency owns the rights to all data/records produced as part of this contract.

G. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

H. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

I. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

J. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

PORTABLE FIRE EXTINGUISHER MAINTENANCE SERVICE INCLUDES: Annual and Monthly Inspection, Contractor to provide fire extinguishers. Contractor shall provide all management, tools, equipment, labor, materials, and transportation of necessary to perform fire extinguisher inspection, testing and maintenance service. This includes * Monthly Inspections * Annual maintenance and inspection for all fire extinguishers. * 6-year maintenance for applicable fire extinguishers. * 12-year hydrostatic test management via a swap-out program. * Correction of identified deficiencies and provision of equal protection during servicing. * Accurate recordkeeping and documentation for all services rendered. * Shall inspect all fire extinguishers to be 100% compliant * Contractor shall contact the Safety Dept immediately if not unable to access a space. In Accordance With: *NFPA - 10 current Edition *OSHA Regulations and Standards *The Joint Commission Standards **VENDOR IS TO CONTACT THE SAFETY OFFICE: Seattle Division and Magnolia - POC: Benjamin Sugui, Safety Specialist (206) 277-5595 American Lake Division - POC: Duke Berry, Safety Tech (253) 583-3512.

Contract Period: Base POP Begin: 01-15-2026 POP End: 01-14-2027

PORTABLE FIRE EXTINGUISHER MAINTENANCE SERVICE INCLUDES: Annual and Monthly Inspection, Contractor to provide fire extinguishers. Contractor shall provide all management, tools, equipment, labor, materials, and transportation of necessary to perform fire extinguisher inspection, testing and maintenance service. This includes * Monthly Inspections * Annual maintenance and inspection for all fire extinguishers. * 6-year maintenance for applicable fire extinguishers. * 12-year hydrostatic test management via a swap-out program. * Correction of identified deficiencies and provision of equal protection during servicing. * Accurate recordkeeping and documentation for all services rendered. * Shall inspect all fire extinguishers to be 100% compliant * Contractor shall contact the Safety Dept immediately if not unable to access a space. In Accordance With: *NFPA - 10 current Edition *OSHA Regulations and Standards *The Joint Commission Standards **VENDOR IS TO CONTACT THE SAFETY OFFICE: Seattle Division and Magnolia - POC: Benjamin Sugui, Safety Specialist (206) 277-5595 American Lake Division - POC: Duke Berry, Safety Tech (253) 583-3512.

Contract Period: Option 1 POP Begin: 01-15-2027 POP End: 01-14-2028

PORTABLE FIRE EXTINGUISHER MAINTENANCE SERVICE INCLUDES: Annual and Monthly Inspection, Contractor to provide fire extinguishers. Contractor shall provide all management, tools, equipment, labor, materials, and transportation of necessary to perform fire extinguisher inspection, testing and maintenance service. This includes * Monthly Inspections * Annual maintenance and inspection for all fire extinguishers. * 6-year maintenance for applicable fire extinguishers. * 12-year hydrostatic test management via a swap-out program. * Correction of identified deficiencies and provision of equal protection during servicing. * Accurate recordkeeping and documentation for all services rendered. * Shall inspect all fire extinguishers to be 100% compliant * Contractor shall contact the Safety Dept immediately if not unable to access a space. In Accordance With: *NFPA - 10 current Edition *OSHA Regulations and Standards *The Joint Commission Standards **VENDOR IS TO CONTACT THE SAFETY OFFICE: Seattle Division and Magnolia - POC: Benjamin Sugui, Safety Specialist (206) 277-5595 American Lake Division - POC: Duke Berry, Safety Tech (253) 583-3512.

Contract Period: Option 2 POP Begin: 01-15-2028 POP End: 01-14-2029

PORTABLE FIRE EXTINGUISHER MAINTENANCE SERVICE INCLUDES: Annual and Monthly Inspection, Contractor to provide fire extinguishers. Contractor shall provide all management, tools, equipment, labor, materials, and transportation of necessary to perform fire extinguisher inspection, testing and maintenance service. This includes * Monthly Inspections * Annual maintenance and inspection for all fire extinguishers. * 6-year maintenance for applicable fire extinguishers. * 12-year hydrostatic test management via a swap-out program. * Correction of identified deficiencies and provision of equal protection during servicing. * Accurate recordkeeping and documentation for all services rendered. * Shall inspect all fire extinguishers to be 100% compliant * Contractor shall contact the Safety Dept immediately if not unable to access a space. In Accordance With: *NFPA - 10 current Edition *OSHA Regulations and Standards *The Joint Commission Standards **VENDOR IS TO CONTACT THE SAFETY OFFICE: Seattle Division and Magnolia - POC: Benjamin Sugui, Safety Specialist (206) 277-5595 American Lake Division - POC: Duke Berry, Safety Tech (253) 583-3512.

Contract Period: Option 3 POP Begin: 01-15-2029 POP End: 01-14-2030

PORTABLE FIRE EXTINGUISHER MAINTENANCE SERVICE INCLUDES: Annual and Monthly Inspection, Contractor to provide fire extinguishers. Contractor shall provide all management, tools, equipment, labor, materials, and transportation of necessary to perform fire extinguisher inspection, testing and maintenance service. This includes * Monthly Inspections * Annual maintenance and inspection for all fire extinguishers. * 6-year maintenance for applicable fire extinguishers. * 12-year hydrostatic test management via a swap-out program. * Correction of identified deficiencies and provision of equal protection during servicing. * Accurate recordkeeping and documentation for all services rendered. * Shall inspect all fire extinguishers to be 100% compliant * Contractor shall contact the Safety Dept immediately if not unable to access a space. In Accordance With: *NFPA - 10 current Edition *OSHA Regulations and Standards *The Joint Commission Standards **VENDOR IS TO CONTACT THE SAFETY OFFICE: Seattle Division and Magnolia - POC: Benjamin Sugui, Safety Specialist (206) 277-5595 American Lake Division - POC: Duke Berry, Safety Tech (253) 583-3512.

Contract Period: Option 4 POP Begin: 01-15-2030 POP End: 01-14-2031

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 Terms and Conditions—Commercial Products and Commercial Services. (DEVIATION OCT 2025)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

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

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) 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) Alternate I (Deviation Date). When contemplating a time-and-materials or labor-hour contract, substitute the following paragraphs (a), (b), (i), (l), and (m) for those in the basic clause.

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. As used in this clause— Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means—

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(4) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(5) Indirect costs specifically provided for in this clause.

Subcontract means any contract, as defined in FAR 2.101, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (b)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (b)(4) and (5) of this clause, the Government may, at any time, require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting…